INOVIO Announces Proposed Public Offering

Rhea-AI Summary

INOVIO (Nasdaq: INO) announced on November 10, 2025 that it intends to offer and sell shares of its common stock in an underwritten public offering, with all shares to be sold by the company.

INOVIO said it will grant the underwriter a 30-day option to buy up to 15% additional shares on the same terms. The offering is subject to market conditions and there is no assurance of timing, size, or terms. Piper Sandler is acting as sole book-running manager. The shares are covered by a shelf registration filed with the SEC on November 9, 2023 and declared effective on January 31, 2024. The offering will be made only by prospectus and prospectus supplement filed with the SEC.

Positive

• Company intends to raise capital through a public offering
• Shelf registration declared effective on Jan 31, 2024
• Underwriter granted 30-day upsize option to buy 15% additional shares
• Piper Sandler acting as sole book-running manager

Negative

• Offering may cause shareholder dilution
• No assurance on the timing, size, or terms of the offering
• Market-condition dependence creates execution uncertainty

Insights

Equity Capital Markets Analyst

INOVIO proposes an underwritten public offering, raising capital but creating near-term dilution risk.

**INOVIO Pharmaceuticals** intends to offer and sell newly issued common stock in an underwritten public offering with **Piper Sandler & Co.** as sole book-running manager and may grant the underwriter a 30-day option to purchase up to 15% additional shares; the company notes the offering is subject to market conditions and may not occur. A shelf registration was filed on November 9, 2023 and declared effective by the SEC on January 31, 2024.

The immediate mechanism is equity issuance to raise cash while increasing share count and diluting existing holders if completed. The press release does not state the offering size, price range, or use of proceeds, so the financing's balance between strengthening the balance sheet and diluting shareholders cannot be quantified from the disclosed facts.

Key dependencies and risks include the final size and pricing of the deal, market reception, and whether the underwriter exercises the 15% overallotment option; the preliminary prospectus supplement and accompanying prospectus on the SEC website will disclose those terms. Monitor the filing and the final prospectus in the near term to assess precise dilution and timing.

PLYMOUTH MEETING, Pa., Nov. 10, 2025 /PRNewswire/ -- INOVIO Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-related diseases, cancer, and infectious diseases, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. All of the shares of common stock in the proposed offering will be sold by INOVIO. INOVIO intends to grant the underwriter a 30-day option to purchase additional shares of its common stock in an amount up to 15% of the shares of common stock offered in the public offering under the same terms and conditions. The proposed offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

Piper Sandler & Co. is acting as sole book-running manager for the offering.

A shelf registration statement relating to the shares of common stock offered in the offering described above was filed with the Securities and Exchange Commission ("SEC") on November 9, 2023 and declared effective by the SEC on January 31, 2024. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may also be obtained by contacting: Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401; or by telephone at (800) 747-3924; or by e-mail at prospectus@psc.com.  

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About INOVIO

INOVIO is a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-related diseases, cancer, and infectious diseases. INOVIO's technology optimizes the design and delivery of innovative DNA medicines that teach the body to manufacture its own disease-fighting tools.

Forward-Looking Statements

This release contains or may imply "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical fact and include, but are not limited to, statements regarding INOVIO's anticipated public offering, including the completion of the public offering on the anticipated terms, if at all. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in INOVIO's Annual Report on Form 10-K for the year ended December 31, 2024, INOVIO's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and in other filings that INOVIO makes with the SEC from time to time. There can be no assurance that any of the forward-looking information provided herein will be proven accurate. These forward-looking statements speak only as of the date hereof and INOVIO undertakes no obligation to update forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.

Contacts

Media: Jennie Willson (267) 429-8567 jennie.willson@inovio.com
Investors: Peter Vozzo, ICR Healthcare, 443-213-0505 peter.vozzo@icrhealthcare.com

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SOURCE INOVIO Pharmaceuticals, Inc.

FAQ

What did INOVIO (INO) announce on November 10, 2025?

INOVIO said it intends to offer and sell shares of common stock in an underwritten public offering, with all shares sold by the company.

Will the INOVIO offering include an overallotment option and how large is it?

Yes. INOVIO intends to grant a 30-day option to purchase up to 15% additional shares on the same terms.

Who is the lead manager for INOVIO's proposed offering (INO)?

Piper Sandler is acting as sole book-running manager for the proposed offering.

Is the INOVIO (INO) offering guaranteed to proceed and what conditions apply?

No. The offering is subject to market conditions and there is no assurance as to whether or when it will be completed.

Where can investors find INOVIO's prospectus for the proposed offering?

A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and available at www.sec.gov when posted.

Does INOVIO already have SEC clearance to sell the shares (INO)?

Yes. The shelf registration relating to the shares was filed on November 9, 2023 and declared effective on January 31, 2024.