Inovio (Nasdaq: INO) prices $17.5M stock and dual-warrant public offering
Rhea-AI Filing Summary
Inovio Pharmaceuticals entered an underwriting agreement for an underwritten public offering of 12,500,000 shares of common stock, together with Series A and Series B warrants, at a combined public offering price of $1.40 per share and accompanying warrants.
The gross proceeds are expected to be approximately $17.5 million, with net proceeds to Inovio of about $16 million after underwriting discounts and expenses, assuming no exercise of the underwriters’ option or the warrants. All securities in the deal are being sold by the company.
Each Series A and Series B warrant allows purchase of one share at an exercise price of $1.40 per share (or $1.399 per pre-funded warrant), with the Series A warrants expiring one year from issuance and Series B warrants expiring five years from issuance. The underwriters have a 30‑day option to buy up to 1,875,000 additional shares and corresponding warrants. Warrant exercises are subject to a beneficial ownership cap of 4.99% or, at the holder’s election, 9.99% of outstanding common stock.
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Insights
Inovio raises ~$16M net via discounted unit-style stock and warrant offering.
Inovio is issuing 12.5 million shares of common stock bundled with short-dated Series A and longer-dated Series B warrants at a combined price of $1.40. Gross proceeds are expected to be about $17.5 million, with net proceeds near $16 million.
The structure effectively increases potential future share overhang, since each share is paired with two warrants at an exercise price of $1.40 (or $1.399 per pre-funded warrant). Series A warrants last until roughly one year from issuance, while Series B extend to about five years, creating a multi‑year window for additional equity issuance.
Beneficial ownership limits at 4.99% or 9.99% and Black‑Scholes cash‑out protection in certain fundamental transactions shape how concentrated ownership and warrant exercises can become. Actual dilution and cash inflows beyond the initial ~$16 million will depend on future market conditions and warrant‑holder behavior, as described in subsequent company filings.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
pre-funded warrants financial
beneficial ownership financial
fundamental transaction financial
shelf registration statement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 2, 2026, Inovio Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale by the Company in a public offering of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and accompanying Series A warrants to purchase up to 12,500,000 shares of its Common Stock (or pre-funded warrants, each representing the right to purchase one share of Common Stock at an exercise price of $0.001 (the “Pre-Funded Warrants”) in lieu thereof) at an exercise price of $1.40 per share of common stock (or $1.399 per Pre-Funded Warrant) (the “Series A Warrants”) and Series B warrants to purchase up to 12,500,000 shares of its Common Stock (or Pre-Funded Warrants in lieu thereof) at an exercise price of $1.40 per share of Common Stock (or $1.399 per Pre-Funded Warrant) (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), at a combined public offering price of $1.40 per share of Common Stock and accompanying Series A and Series B Warrants (the “Offering”).
The Company also granted the Underwriters an option for a period of 30 days to purchase up to 1,875,000 additional shares of the Company’s common stock and Series A Warrants to purchase up to 1,875,000 additional shares of its common stock and Series B Warrants to purchase up 1,875,000 additional shares of its common stock at the public offering price, less underwriting discounts and commissions.
The net proceeds to the Company from the Offering are expected to be approximately $16 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, and assuming no exercise of the Underwriters’ option to purchase additional shares and the Warrants. All of the Shares and the Warrants are being sold by the Company. The closing of the Offering is expected to occur on or about April 6, 2026, subject to the satisfaction of customary closing conditions.
The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-275445), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 31, 2024, as supplemented by a prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Each Series A Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $1.40 per share (or $1.399 per Pre-Funded Warrant), will be immediately exercisable and will expire on the date that one (1) year from the date of issuance. Each Series B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $1.40 per share (or $1.399 per Pre-Funded Warrant), will be immediately exercisable and will expire five (5) years from the date of issuance. A holder of the Warrants will not be entitled to exercise any portion of such Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 4.99% (or, upon election by the holder prior to the issuance of the Warrant, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If a holder holds less than 20% of the number of shares of Common Stock outstanding prior to giving effect to the issuance of shares issuable upon exercise, then, upon at least 61 days’ prior notice from such holder, subject to the terms of the Warrants, such holder may increase or decrease such percentage to any other percentage not in excess of 19.99%. If the holder is not permitted to exercise a Series A Warrant or a Series B Warrant for common stock due to the foregoing limitation, then the holder may exercise such Warrant for an equivalent number of Pre-Funded Warrants with an exercise price of $0.001. In addition, in certain circumstances, upon a fundamental transaction (as described in the Warrants), a holder of Warrants will be entitled to receive, upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation. In lieu of receiving such Common Stock in the fundamental transaction, the Warrant holder may elect to have the Company or the successor entity purchase the holder’s Warrant for its fair market value measured by the Black-Scholes method.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing descriptions of the terms of the Underwriting Agreement, Series A Warrants and Series B Warrants are each qualified in their entirety by reference to the Underwriting Agreement, form of Pre-Funded Warrant, the form of Series A Warrant and the form of Series B Warrant, respectively, which are attached as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 hereto, respectively, and incorporated by reference herein.
A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.
| Item 8.01 | Other Events |
On April 1, 2026 and April 2, 2026, the Company issued press releases announcing the launch and pricing of the Offering, respectively, copies of which are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “plans,” and “future” or similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements concerning the Offering, such as the expected net proceeds and anticipated closing date. Forward-looking statements are based on management’s current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding the Company’s business are described in detail in its SEC filings, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the SEC’s website at www.sec.gov. Additional information will be made available in other filings that the Company makes from time to time with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements except as may be required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated April 2, 2026, by and between Inovio Pharmaceuticals, Inc. and Piper Sandler & Co. | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 4.2 | Form of Series A Warrant. | |
| 4.3 | Form of Series B Warrant. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release. | |
| 99.2 | Press Release. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INOVIO PHARMACEUTICALS, INC. | ||||||
| Date: April 6, 2026 | /s/ Peter Kies | |||||
| Peter Kies | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
INOVIO Announces Proposed Public Offering
PLYMOUTH MEETING, PA – April 1, 2026 /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 and accompanying Series A warrants and Series B warrants to purchase shares of its common stock (or pre-funded warrants to purchase its common stock in lieu thereof), in an underwritten public offering. All of the securities 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 and/or accompanying Series A and Series B warrants to purchase shares of its common stock in an amount up to 15% of the securities 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 is acting as sole manager for the offering.
A shelf registration statement relating to the shares of common stock and accompanying Series A and Series B warrants 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., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, 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, and INOVIO’s plans to grant the underwriter a 30-day option to purchase additional shares and warrants. 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, 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
Exhibit 99.2
INOVIO Announces Pricing of $17.5 Million Public Offering
PLYMOUTH MEETING, PA – April 2, 2026 /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 the pricing of an underwritten public offering of 12,500,000 shares of its common stock and accompanying Series A warrants to purchase up to 12,500,000 shares of its common stock (or pre-funded warrants in lieu thereof) at an exercise price of $1.40 per share of common stock and Series B warrants to purchase up to 12,500,000 shares of its common stock (or pre-funded warrants in lieu thereof) at an exercise price of $1.40 per share of common stock, at a combined public offering price of $1.40 per share of common stock and accompanying Series A and Series B warrants. All of the securities in the offering are being sold by INOVIO. The offering is expected to close on or about April 6, 2026, subject to the satisfaction of customary closing conditions. INOVIO also granted the underwriter an option for a period of 30 days to purchase up to 1,875,000 additional shares of the Company’s common stock and Series A warrants to purchase up to 1,875,000 additional shares of its common stock and Series B warrants to purchase up to 1,875,000 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.
The gross proceeds from the offering, before deducting the underwriting discounts and commissions and offering expenses payable by INOVIO, excluding any exercise of the underwriter’s option to purchase additional securities and assuming no exercise of the accompanying Series A and Series B warrants, are expected to be approximately $17.5 million.
Piper Sandler is acting as sole manager for the offering.
A shelf registration statement relating to the shares of common stock and accompanying Series A and Series B warrants 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 is being 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 offering were filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus, when available, may also be obtained by contacting: Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, 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 the public offering of INOVIO’s securities, including the timing of the closing of the offering, as well as the anticipated proceeds of the offering. 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, 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