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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 27, 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 January 27, 2026, Inovio Pharmaceuticals, Inc. (the “Company”) amended each of its outstanding Series A warrants issued on July 7, 2025 (the “Series A Warrants”) to extend the expiration date of each outstanding Series A Warrant to 5:00 p.m. New York City time on March 31, 2026 (the “Amendment”).
The Series A Warrants were issued in the Company’s July 2025 underwritten public offering. The outstanding Series A Warrants are exercisable for up to 13,564,268 shares of the Company’s common stock, par value $0.001 per share (the “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), and have an exercise price of $1.75 per share (or $1.749 per Pre-Funded Warrant) and would otherwise have expired at 5:00 p.m. New York City time on January 28, 2026, which is 30 days following the Company’s public announcement of the acceptance of a Biologic License Application for INO-3107 by the U.S. Food and Drug Administration. All other terms of the Series A Warrants remain unchanged.
A prospectus supplement amendment relating to the Amendment will be filed with the Securities and Exchange Commission.
The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description |
|
| 4.1 | Form of Amendment to the Series A Warrant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: January 27, 2026 | By: | /s/ Peter Kies |
||||
| Peter Kies | ||||||
| Chief Financial Officer | ||||||
Exhibit 4.1
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
INOVIO PHARMACEUTICALS, INC.
THIS AMENDMENT TO THE WARRANT TO PURCHASE COMMON STOCK, dated January 27, 2026 (“Amendment”), amends that certain Series A Warrant, dated as of July 7, 2025 (the “Series A Warrant”), issued by Inovio Pharmaceuticals, Inc., a Delaware corporation (the “Company”) for the benefit of [__] or its assigns (the “Holder”).
WHEREAS, pursuant to Section 5(m) of the Series A Warrant, the Series A Warrant may be amended or modified with the written consent of the Company and the Holder; and
WHEREAS, the Company and the Holder have agreed to amend the Series A Warrant to modify the Termination Date (defined therein) from “on or prior to 5:00 p.m. (New York City time) on that date that is the earlier of (i) twelve (12) months from the Issue Date or (ii) thirty (30) days after the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the U.S. Food and Drug Administration’s acceptance of the Biologic License Application for INO-3107” to “on or prior to 5:00 p.m. (New York City time) on March 31, 2026.”
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Company and the Holder agree as follows:
| 1. | Amendment. |
The definition of “Termination Date” in the first sentence of the first paragraph of the Series A Warrant is amended and restated as follows:
“… and on or prior to 5:00 p.m. (New York City time) on March 31, 2026 (the “Termination Date”) but not thereafter...”
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| Inovio Pharmaceuticals, Inc. | ||
| By: |
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| Name: | ||
| Title: | ||