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): January 1, 2019

 

 

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))

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 1, 2019, Avtar Dhillon provided notice to the Board of Directors (the “ Board ”) of Inovio Pharmaceuticals, Inc. (the “ Company ”) of his decision to resign as a member and as Chairman of the Board, effective immediately. Dr. Dhillon’s decision to resign was not the result of any disagreement with the Company.

On January 3, 2019, the Board appointed Simon X. Benito, a current director of the Company, as Chairman of the Board.

On January 3, 2019, the Board also appointed Lota S. Zoth to serve as a director of the Company. Ms. Zoth’s term will continue until the Company’s 2019 Annual Meeting of Stockholders. There is no arrangement or understanding between Ms. Zoth and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Zoth and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Zoth requiring disclosure under Item 404(a) of Regulation S-K. Additional information regarding Ms. Zoth is set forth below:

Lota S. Zoth, age 59, commenced service as a director on the Board on January 3, 2019. Since 2008, she has served on the board of directors of several publicly held biopharmaceutical companies and currently serves on the boards of directors of Orexigen Therapeutics, Inc., Circassia Pharmaceuticals, PLC, NewLink Genetics Corporation, Spark Therapeutics, Inc. and Zymeworks Inc. She also served on the boards of directors of the public companies Hyperion Therapeutics, Inc. from 2008 to May 2015 and Ikaria, Inc. from 2008 to 2014. Prior to her board service, she served in senior financial roles in a variety of commercial-stage companies, including serving as MedImmune Inc.’s corporate controller from 2002 to 2004 and its chief financial officer from 2004 until its acquisition by AstraZeneca in 2007. Prior to joining MedImmune in 2002, Ms. Zoth served in financial executive roles at PSINet Inc., Sodexho Marriott Services, Inc., Marriott International and PepsiCo, Inc. Ms. Zoth also served as an auditor at Ernst & Young, LLP and is a Certified Public Accountant. Ms. Zoth received a B.B.A. in accounting from Texas Tech University.

Ms. Zoth will be compensated in accordance with the Company’s non-employee director compensation policy. She will receive an annual cash retainer of $45,000 for serving on the Board. In addition, Ms. Zoth received initial equity awards under and pursuant to the Company’s 2016 Omnibus Incentive Plan upon her appointment as of January 3, 2019, the date of grant. As a newly elected director, Ms. Zoth was awarded 12,270 restricted stock units and a stock option to purchase 20,000 shares of the Company’s common stock at an exercise price of $4.28, the closing price of the Company’s common stock on the date of grant. The restricted stock units will vest over a period of three years, with one-third of the shares vesting on each of the first, second and third anniversaries of the grant date, subject to Ms. Zoth’s continued service as a director of the Company as of each vesting date. With respect to the shares of common stock underlying the stock option grant, one-quarter of the shares vested as of the grant date, with the remainder vesting in three equal annual installments on the first, second and third anniversaries of the grant date, subject to Ms. Zoth’s continued service as a director of the Company as of each vesting date. Ms. Zoth will be eligible to receive additional annual equity awards on each date of the Company’s annual meeting of stockholders in accordance with the non-employee director compensation policy.

 

Item 7.01.

Regulation FD Disclosure.

On January 3, 2019, the Company issued a press release announcing the resignation of Dr. Dhillon and the appointment of Ms. Zoth to the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1    Press Release dated January 3, 2019

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 3, 2019     By:   /s/ Peter Kies
      Peter Kies
      Chief Financial Officer

Exhibit 99.1

 

LOGO

CONTACTS:

Investors:    Ben Matone, 484-362-0076, ben.matone@inovio.com
Media:    Jeff Richardson, 267-440-4211, jrichardson@inovio.com

Inovio Announces Appointments to its Board of Directors

Simon X. Benito, Director Since 2003, Named Chairman of the Board;

Lota Zoth, former MedImmune CFO, Joins Board

PLYMOUTH MEETING, PA – January 3, 2019 – Inovio Pharmaceuticals, Inc. (NASDAQ: INO) today announced that Mr. Simon X. Benito, former Merck Vaccines executive, has been appointed Chairman of Inovio’s Board of Directors, replacing Dr. Avtar Dhillon who is retiring from the Board after 10 years of service. Dr. Dhillon was initially appointed as Chairman of the Board in 2009 in conjunction with the merger between Inovio Biomedical and VGX Pharmaceuticals with a mandate to provide continuity and strategic guidance during its integration. Effective immediately, Mr. Benito will assume the role of Chairman.

In addition to the appointment of Mr. Benito, Inovio welcomes Ms. Lota Zoth to the company’s Board of Directors.

Dr. J. Joseph Kim, Inovio’s President and CEO, said, “Our Board has played a critical role in our success and that will continue with Simon Benito as our Chairman. For more than 15 years, he has brought to our Board many years of business experience in the pharmaceutical industry, formal accounting and financial expertise, significant public company board experience, and important industry contacts. We also welcome Lota Zoth, an experienced financial executive, who has a 35-year track record of helping public and private companies to sustainable growth and innovation through financings, acquisitions, and strategic planning.”

“Finally, with gratitude we thank Avtar Dhillon, Board Chairman since 2009, for his total of 17 years of dedicated service to Inovio. Avtar provided strong leadership especially during the integration and build-up after the merger of Inovio Biomedical and VGX that led to the formation of Inovio Pharmaceuticals in 2009.”

Lota Zoth has held senior financial roles in a variety of commercial-stage companies, including serving as MedImmune’s chief financial officer. Prior to joining MedImmune, Ms. Zoth served in financial executive roles with PSINet Inc., Sodexho Marriott Services, Inc., Marriott International and PepsiCo, Inc. Ms. Zoth was also an auditor at Ernst & Young, LLP and is a Certified Public Accountant. She has experience of serving on the board of multiple public companies in the biopharmaceutical industry, including Spark Therapeutics currently.

Simon Benito, a Director of Inovio since 2003, previously held various leadership positions at Merck & Co. including senior vice president of Merck Vaccine Division and vice president of Merck Human Health for Japan. Mr. Benito also served as executive vice president of Merck-Medco Managed Care.

About Inovio Pharmaceuticals, Inc.

Inovio is a late-stage biotechnology company focused on the discovery, development, and commercialization of DNA immunotherapies that transform the treatment of cancer and infectious diseases. Inovio’s proprietary platform technology applies next-generation antigen sequencing and DNA delivery to activate potent immune responses to targeted diseases. The technology functions exclusively in vivo, and has been demonstrated to consistently activate robust and fully functional T cell and antibody responses

against targeted cancers and pathogens. Inovio is the only immunotherapy company that has reported generating T cells whose killing capacity correlates with relevant clinical outcomes. Inovio’s most advanced clinical program, VGX-3100, is in Phase 3 for the treatment of HPV-related cervical pre-cancer. Also in development are Phase 2 immuno-oncology programs targeting head and neck cancer, bladder cancer, and glioblastoma, as well as platform development programs in hepatitis B, Zika, Ebola, MERS, and HIV. Partners and collaborators include MedImmune, Regeneron, Roche/Genentech, ApolloBio Corporation, The Bill & Melinda Gates Foundation, The Wistar Institute, University of Pennsylvania, Parker Institute for Cancer Immunotherapy, CEPI, DARPA, GeneOne Life Science, Plumbline Life Sciences, Drexel University, NIH, HIV Vaccines Trial Network, National Cancer Institute, U.S. Military HIV Research Program, and Laval University. For more information, visit www.inovio.com.

* * * *

This press release contains certain forward-looking statements relating to our business, including our plans to develop electroporation-based drug and gene delivery technologies and DNA vaccines, our expectations regarding our research and development programs, including the planned initiation and conduct of clinical trials and the availability and timing of data from those trials. Actual events or results may differ from the expectations set forth herein as a result of a number of factors, including uncertainties inherent in pre-clinical studies, clinical trials and product development programs, the availability of funding to support continuing research and studies in an effort to prove safety and efficacy of electroporation technology as a delivery mechanism or develop viable DNA vaccines, our ability to support our pipeline of SynCon ® active immunotherapy and vaccine products, the ability of our collaborators to attain development and commercial milestones for products we license and product sales that will enable us to receive future payments and royalties, the adequacy of our capital resources, the availability or potential availability of alternative therapies or treatments for the conditions targeted by us or our collaborators, including alternatives that may be more efficacious or cost effective than any therapy or treatment that we and our collaborators hope to develop, issues involving product liability, issues involving patents and whether they or licenses to them will provide us with meaningful protection from others using the covered technologies, whether such proprietary rights are enforceable or defensible or infringe or allegedly infringe on rights of others or can withstand claims of invalidity and whether we can finance or devote other significant resources that may be necessary to prosecute, protect or defend them, the level of corporate expenditures, assessments of our technology by potential corporate or other partners or collaborators, capital market conditions, the impact of government healthcare proposals and other factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and other regulatory filings we make from time to time. There can be no assurance that any product candidate in our pipeline will be successfully developed, manufactured or commercialized, that final results of clinical trials will be supportive of regulatory approvals required to market licensed products, or that any of the forward-looking information provided herein will be proven accurate. Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise these statements, except as may be required by law.