INOVIO prices public stock offering at $1.05 a share

INOVIO Pharmaceuticals, Inc. (INO) priced a public offering of 58,747,235 common shares at $1.05 per share and pre-funded warrants to purchase up to 12,681,337 shares at $1.049 per warrant.

Available on EDGAR 11/09/2026 - 07:30 AM EST Accepted by SEC EDGAR 11/09/2026 - 07:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

INOVIO Pharmaceuticals, Inc. (INO) priced a public offering of 58,747,235 common shares at $1.05 per share and pre-funded warrants to purchase up to 12,681,337 shares at $1.049 per warrant. The underwriters exercised in full their option to purchase 10,714,285 additional shares on November 6, 2026. INOVIO is selling all securities in the offering.

Including the option exercise, net proceeds are expected to be approximately $80.5 million after underwriting discounts, commissions and estimated offering expenses payable by the company. The offering is expected to close on or about November 9, 2026, subject to customary closing conditions. INOVIO believes the proceeds, together with its current cash, cash equivalents and short-term investments, will fund operating expenses and capital expenditure requirements into late fourth quarter 2027. Each pre-funded warrant has an initial exercise price of $0.001 per share, subject to adjustments, and a 9.99% ownership limit that may be changed under the warrant terms.

8-K Event Classification

4 items: 1.01, 7.01, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 58,747,235 shares Common share offering price: $1.05 per share Shares underlying pre-funded warrants: Up to 12,681,337 shares +5 more

8 metrics

Common shares offered 58,747,235 shares Public offering

Common share offering price $1.05 per share Before underwriting discounts and commissions

Shares underlying pre-funded warrants Up to 12,681,337 shares Public offering

Pre-funded warrant offering price $1.049 per warrant Before underwriting discounts and commissions

Additional option shares 10,714,285 shares Underwriters exercised the option in full on November 6, 2026

Expected net proceeds Approximately $80.5 million Including the full option exercise and after underwriting discounts, commissions and estimated offering expenses

Initial pre-funded warrant exercise price $0.001 per share Subject to certain adjustments

Initial warrant ownership limit 9.99% May be changed under the warrant terms on 61 days’ notice

Key Terms

Pre-Funded Warrants, underwriting discounts and commissions, Underwriting Agreement, customary closing conditions

4 terms

Pre-Funded Warrants financial

"The Pre-Funded Warrants may be exercised at any time until exercised in full."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwriting discounts and commissions financial

"after deducting the underwriting discounts and commissions"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

Underwriting Agreement financial

"entered into an underwriting agreement"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

customary closing conditions financial

"subject to the satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares and pre-funded warrants is INO offering?

INOVIO priced 58,747,235 common shares at $1.05 per share and pre-funded warrants to purchase up to 12,681,337 shares at $1.049 per warrant. The underwriters also exercised in full their option to purchase 10,714,285 additional shares on November 6, 2026.

How much net proceeds does INO expect from the offering?

INOVIO expects approximately $80.5 million in net proceeds, including the underwriters’ full option exercise and after underwriting discounts, commissions and estimated offering expenses payable by the company.

When is INO's offering expected to close?

The offering is expected to close on or about November 9, 2026, subject to the satisfaction of customary closing conditions.

What are the exercise price and ownership limit for INO's pre-funded warrants?

Each warrant has an initial exercise price of $0.001 per share, subject to adjustments. A holder, together with its affiliates and other attribution parties, may not exercise if that would result in ownership above 9.99%. The holder may elect a lower or higher percentage not exceeding 19.99% on 61 days’ notice, subject to the warrant terms.

How long does INO expect the offering proceeds and current cash to fund operations?

INOVIO believes the proceeds and its current cash, cash equivalents and short-term investments will fund operating expenses and capital expenditure requirements into late fourth quarter 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001055726 0001055726 2026-11-05 2026-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2026

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14888		33-0969592
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

660 W. Germantown Pike, Suite 110

Plymouth Meeting, PA 19462

(Address of principal executive offices, including zip code)

(267) 440-4200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 5, 2026, Inovio Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale by the Company in a public offering of 58,747,235 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $1.05 per Share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 12,681,337 shares of its Common Stock at a public offering price of $1.049 per Pre-Funded Warrant (the “Offering”).

The Company also granted the Underwriters an option for a period of 30 days to purchase up to 10,714,285 additional shares of Common Stock at the public offering price, less the underwriting discounts and commissions. On November 6, 2026, the Underwriters exercised the option to purchase 10,714,285 additional shares of Common Stock, in full.

The net proceeds to the Company from the Offering, including the exercise of the Underwriters’ option to purchase additional shares of Common Stock in full, are expected to be approximately $80.5 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. All of the Shares and the Pre-Funded Warrants are being sold by the Company. The Offering is expected to close on or about November 9, 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. 333-297233), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 10, 2026, as supplemented by a prospectus supplement filed with the SEC on November 5, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

Each Pre-Funded Warrant will have an initial exercise price per share of $0.001, subject to certain adjustments. The Pre-Funded Warrants may be exercised at any time until exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, 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 and Pre-Funded Warrants are each qualified in their entirety by reference to the Underwriting Agreement and form of Pre-Funded Warrant, respectively, which are attached as Exhibit 1.1 and Exhibit 4.1 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 7.01 Regulation FD Disclosure

Based on the Company’s planned use of proceeds, the Company believes that the net proceeds from the Offering and its current cash, cash equivalents and short-term investments will be sufficient to fund the Company’s operating expenses and capital expenditure requirements into late fourth quarter 2027.

The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any filing we make with the SEC whether before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events

On November 5, 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, 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 November 5, 2026, by and among Inovio Pharmaceuticals, Inc., Jefferies LLC and Piper Sandler & Co.
4.1		Form of Pre-Funded 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: November 9, 2026						/s/ Peter Kies
						Peter Kies
						Chief Financial Officer

Exhibit 99.1

INOVIO Announces Proposed Public Offering of its Common Stock

PLYMOUTH MEETING, PA – November 5, 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 in an underwritten public offering. INOVIO intends to grant the underwriters a 30-day option to purchase additional shares of its common stock in an amount up to 15% of the shares of its common stock offered in the public offering under the same terms and conditions. All of the shares in the proposed offering will be sold by INOVIO. 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.

Jefferies and Piper Sandler are acting as joint book-running managers 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 July 2, 2026 and declared effective by the SEC on July 10, 2026. 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: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; or 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 underwriters a 30-day option to purchase additional shares. 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 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 Approximately $75 Million Public Offering

PLYMOUTH MEETING, PA – November 5, 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 58,747,235 shares of its common stock at a public offering price of $1.05 per share of common stock and pre-funded warrants to purchase 12,681,337 shares of common stock at an offering price of $1.049 per pre-funded warrant, in each case before underwriting discounts and commissions. INOVIO also granted the underwriters an option for a period of 30 days to purchase up to 10,714,285 additional shares of the Company’s common stock at the public offering price, less the underwriting discounts and commissions. All of the securities in the offering are being sold by INOVIO. The offering is expected to close on or about November 9, 2026, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering, before deducting the underwriting discounts and commissions and offering expenses payable by INOVIO, and excluding any exercise of the underwriter’s option to purchase additional shares of common stock, are expected to be approximately $75 million.

Jefferies and Piper Sandler are acting as joint book-running managers for the offering. H.C. Wainwright & Co. is acting as lead manager for the offering.

A shelf registration statement relating to the securities offered in the offering described above was filed with the Securities and Exchange Commission (“SEC”) on July 2, 2026 and declared effective by the SEC on July 10, 2026. 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: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; or 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 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: Josephine Galatioto – ICR Healthcare, inoviopr@icrhealthcare.com

Investors: Peter Vozzo – ICR Healthcare, (443) 213-0505, peter.vozzo@icrhealthcare.com

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 7.4 KB
• EX-99.2 EX-99.2 7.9 KB

Other Documents

• EX-1.1 EX-1.1 231.2 KB
• EX-4.1 EX-4.1 76.7 KB
• EX-5.1 EX-5.1 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB