Form 8-K
8-K — INOVIO PHARMACEUTICALS, INC.
Accession: 0001193125-26-232524
Filed: 2026-05-20
Period: 2026-05-19
CIK: 0001055726
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — d138309d8k.htm (Primary)
EX-3.1 (d138309dex31.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d138309d8k.htm · Sequence: 1
8-K
false 0001055726 --12-31 0001055726 2026-05-19 2026-05-19
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): May 19, 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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2026, the board of directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated bylaws (the “Bylaws Amendment”) effective immediately to further enhance the Company’s corporate governance practices by, among other things, (i) clarifying the role of the Chairman of the Board, including that the Chairman shall not be deemed an officer of the corporation unless expressly designated as such by the Board, (ii) establishing the position of Lead Independent Director, including the designation, duties and responsibilities thereof, and requiring the appointment of a Lead Independent Director in the event the Chief Executive Officer also serves as Chairman of the Board and (iii) updating the order of presiding officers at meetings of the Board and stockholders to reflect the foregoing changes.
The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which the stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”).
Of the 69,438,100 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) entitled to vote as of the record date, which includes shares of Common Stock issuable on conversion of outstanding shares of Series C Cumulative Convertible Preferred Stock, a total of 40,670,629 shares of Common Stock, or 58.57%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1: The election of the following eight nominees as directors of the Company to serve until the Company’s 2027 Annual Meeting of Stockholders and until their successors are elected. The votes were cast as follows:
Name of Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Simon X. Benito
22,312,198
1,267,180
17,091,251
Roger D. Dansey, M.D.
22,480,244
1,099,134
17,091,251
Ann C. Miller, M.D.
22,544,652
1,034,726
17,091,251
Jacqueline E. Shea, Ph.D.
22,560,816
1,018,562
17,091,251
Jay P. Shepard
22,468,210
1,111,168
17,091,251
David B. Weiner, Ph.D.
22,666,881
912,497
17,091,251
Wendy L. Yarno
22,451,874
1,127,504
17,091,251
Lota S. Zoth
22,455,943
1,123,435
17,091,251
Proposal 2: The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
39,329,582
1,198,040
143,007
—
Proposal 3: The approval, on a non-binding advisory basis, of the compensation of the NEOs described in the Proxy Statement. The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
21,500,999
1,607,592
470,787
17,091,251
Proposal 4: The approval of the amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan as described in the Proxy Statement. The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
21,559,350
1,535,940
484,088
17,091,251
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Exhibit Description
3.1
Amendment to Amended and Restated Bylaws of Inovio Pharmaceuticals, Inc., dated May 19, 2026.
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: May 20, 2026
/s/ Peter Kies
Peter Kies
Chief Financial Officer
EX-3.1
EX-3.1
Filename: d138309dex31.htm · Sequence: 2
EX-3.1
Exhibit 3.1
AMENDMENT TO
AMENDED
AND RESTATED
BYLAWS
OF
INOVIO
PHARMACEUTICALS, INC.
ADOPTED: MAY 19, 2026
The Amended and Restated Bylaws (the “Bylaws”) of INOVIO Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), are hereby amended as follows:
Article III, Section 3.5 of the Bylaws is hereby amended by
adding the following new subsection (e) at the end thereof:
“(e) At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Lead Independent Director, or if the Lead Independent Director is absent, the Chief Executive Officer (if a director), or, if the Chief Executive Officer
is absent, the President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, any assistant
secretary or other officer or director directed to do so by the Chairman, shall act as secretary of the meeting.”
Article III,
Section 10 of the Bylaws is hereby amended and restated in its entirety as follows:
“Section 3.10. Chairman of the Board. The Board of Directors may designate a Chairman of
the Board from among the members of the Board of Directors. The Chairman of the Board shall preside at all meetings of directors and stockholders. The Chairman of the Board, in such capacity, shall not be an officer of the corporation unless
expressly designated as such by the Board of Directors. In the event the Board of Directors expressly designates that the Chief Executive Officer shall also serve as Chairman of the Board, then the Board of Directors shall appoint an
independent director as the Lead Independent Director in accordance with Section 3.11 of these Bylaws.”
The following new
Section 3.11 is hereby added to Article III of the Bylaws immediately following Section 3.10:
“Section 3.11. Lead Independent Director. The Chairman of the Board, or if the Chairman is not
an independent director, one of the independent directors, may be designated by the Board of Directors as lead independent director (the “Lead Independent Director”) to serve until replaced by the Board of Directors. The Lead Independent
Director shall: (a) with the Chairman of the Board, establish the agenda for regular Board meetings and serve as chairman of Board meetings in the absence of the Chairman of the Board; (b) establish the agenda for meetings of the
independent directors; (c) coordinate with the committee chairs regarding
meeting agendas and informational requirements; (d) preside over meetings of the independent directors; (e) preside over any portions of meetings of the Board at which the evaluation or
compensation of the Chief Executive Officer is presented or discussed; (f) preside over any portions of meetings of the Board of Directors at which the performance of the Board of Directors is presented or discussed; and (g) perform such
other duties as may be established or delegated by the Chairman of the Board or the Board of Directors.”
Article IV,
Section 4.2(b) of the Bylaws is hereby amended and restated in its entirety as follows:
“(b) Duties of the
Chief Executive Officer: Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer (i) shall have general active management of the business of the corporation; (ii) shall, in the absence
of the Chairman of the Board of Directors and the Lead Independent Director, preside at all meetings of the stockholders and Board of Directors; (iii) shall see that all orders and resolutions of the Board are carried into effect; (iv) may
maintain records of and certify proceedings of the Board and stockholders; and (v) shall perform such other duties as may from time to time be assigned by the Board of Directors.”
Article IV, Section 4.2(c) of the Bylaws is hereby amended and restated in its entirety as follows:
“(c) Duties of President: The President shall preside at all meetings of the stockholders and at all meetings of
the Board of Directors, unless the Chairman of the Board of Directors, the Lead Independent Director, or the Chief Executive Officer has been appointed and is present. The President shall perform such duties and have such powers as the Board of
Directors shall designate from time to time.
All provisions of the Bylaws not hereby amended shall remain in full force and effect. This
Amendment and the Bylaws shall be read and construed together as a single instrument. To the extent of any inconsistency between the terms contained in the Bylaws and this Amendment, the terms of this Amendment shall control. Any reference to any
document or agreement to the Bylaws shall include this Amendment and shall refer to the Bylaws as amended by this Amendment.
******
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 7
v3.26.1
Document and Entity Information
May 19, 2026
Cover [Abstract]
Amendment Flag
false
Entity Central Index Key
0001055726
Current Fiscal Year End Date
--12-31
Document Type
8-K
Document Period End Date
May 19, 2026
Entity Registrant Name
Inovio Pharmaceuticals, Inc.
Entity Incorporation State Country Code
DE
Entity File Number
001-14888
Entity Tax Identification Number
33-0969592
Entity Address, Address Line One
660 W. Germantown Pike
Entity Address, Address Line Two
Suite 110
Entity Address, City or Town
Plymouth Meeting
Entity Address, State or Province
PA
Entity Address, Postal Zip Code
19462
City Area Code
(267)
Local Phone Number
440-4200
Written Communications
false
Soliciting Material
false
Pre Commencement Tender Offer
false
Pre Commencement Issuer Tender Offer
false
Security 12b Title
Common Stock, $0.001 par value
Trading Symbol
INO
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
End date of current fiscal year in the format --MM-DD.
+ References
No definition available.
+ Details
Name:
dei_CurrentFiscalYearEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:gMonthDayItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration