[SCHEDULE 13G] INOVIO PHARMACEUTICALS, INC. Passive Investment Disclosure (>5%)
RA Capital holds 9.99% stake in Inovio
RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and managers Peter Kolchinsky and Rajeev Shah report beneficial ownership of 10,666,523 shares of Inovio Pharmaceuticals, Inc. common stock, representing 9.99% of the class.
RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and managers Peter Kolchinsky and Rajeev Shah report beneficial ownership of 10,666,523 shares of Inovio Pharmaceuticals, Inc. common stock, representing 9.99% of the class. The Fund directly holds 7,220,384 shares plus 5,263,157 warrants exercisable for up to 10,526,314 shares. A Beneficial Ownership Blocker in the warrants limits exercises so that aggregate beneficial ownership does not exceed 9.99%, effectively capping current exercisability at 10,666,523 shares. The ownership percentage is based on 82,273,237 shares outstanding as of May 12, 2026 and 21,052,632 shares issued in a July 31, 2026 equity offering.
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Key Figures
Beneficial ownership shares:10,666,523 sharesOwnership percentage:9.99%Direct common shares:7,220,384 shares+4 more
7 metrics
Beneficial ownership shares10,666,523 sharesAggregate Inovio common stock beneficially owned by the reporting persons
Ownership percentage9.99%Beneficial ownership of Inovio common stock capped by Beneficial Ownership Blocker
Direct common shares7,220,384 sharesInovio common stock directly held by RA Capital Healthcare Fund, L.P.
Warrants held5,263,157 warrantsWarrants owned by the Fund, exercisable for Inovio common stock
Shares issuable upon warrants10,526,314 sharesMaximum Inovio shares issuable upon exercise of the Fund’s warrants
Shares outstanding baseline82,273,237 sharesInovio common shares outstanding as of May 12, 2026
Shares from July 31, 2026 offering21,052,632 sharesInovio common shares issued in public equity offering that closed July 31, 2026
Key Terms
Beneficial Ownership Blockers, Section 13(d) of the Act, beneficially owned, dispositive power
4 terms
Beneficial Ownership Blockersregulatory
"Each of the Warrants contains a provision (the "Beneficial Ownership Blockers")"
Section 13(d) of the Actregulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
beneficially ownedfinancial
"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive powerfinancial
"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 10,666,523.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Inovio (INO) does RA Capital report owning?
RA Capital and affiliated reporting persons report beneficial ownership of 9.99% of Inovio’s common stock. This is based on 82,273,237 shares outstanding plus 21,052,632 shares issued in a July 31, 2026 equity offering.
How many Inovio (INO) shares does RA Capital’s fund hold directly?
RA Capital Healthcare Fund, L.P. directly holds 7,220,384 Inovio common shares. In addition, the fund holds warrants that are exercisable for up to 10,526,314 shares, subject to a 9.99% Beneficial Ownership Blocker.
What Inovio (INO) warrant position does RA Capital disclose?
RA Capital’s fund holds 5,263,157 warrants exercisable for up to 10,526,314 Inovio shares. Exercise is limited by a Beneficial Ownership Blocker that prevents total beneficial ownership from exceeding 9.99% of outstanding common stock.
How is RA Capital’s 9.99% Inovio (INO) ownership calculated?
The 9.99% stake is calculated from 82,273,237 shares outstanding as of May 12, 2026 plus 21,052,632 shares issued in a July 31, 2026 public equity offering, and giving effect to warrants exercisable within 60 days.
Who are the reporting persons in the Inovio (INO) beneficial ownership filing?
The reporting persons are RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and individuals Peter Kolchinsky and Rajeev Shah. They disclaim group status and certain beneficial ownership except for Section 13(d) reporting purposes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Inovio Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45773H409
(CUSIP Number)
07/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
45773H409
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,666,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,666,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,666,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
45773H409
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,666,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,666,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,666,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
45773H409
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,666,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,666,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,666,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
45773H409
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,666,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,666,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,666,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Inovio Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
660 W. Germantown Pike, Suite 110, Plymouth Meeting, PA, 19462.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
45773H409
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 7,220,384 shares of common stock and 5,263,157 warrants exercisable for up to 10,526,314 shares of common stock (the "Warrants"). Each of the Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. The Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 10,666,523 shares of common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 82,273,237 shares of common stock outstanding as of May 12, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 13, 2026 and (ii) 21,052,632 shares of common stock issued in the Issuer's public offering of equity securities that closed on July 31, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on July 29, 2026, and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/07/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/07/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/07/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
