Item 2.05 Costs Associated with Exit or Disposal Activities.
On
Item 7.01 Regulation FD Disclosure.
On
The information provided in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended, including, without limitation, implied and express
statements regarding our business, including our plans to develop and
commercialize DNA medicines, our expectations regarding our research and
development programs, the availability and timing of data from clinical trials
and expectations about the upfront costs and long-term cost reductions
associated with our corporate reorganization. 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, product development programs and commercialization activities and
outcomes, 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 medicines, our ability to support our
pipeline of DNA medicine 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 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
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Item 8.01 Other Events.
On
The Settlement was subject to final approval by the Court and, upon entry of the
Order by the Court on
Pursuant to the terms of the Settlement, the Company will pay an award of
The Company previously disclosed the terms of the proposed Settlement, including
the planned share issuance, in its Quarterly Report on Form 10-Q for the quarter
ended
Pursuant to the Settlement, the Company will initially issue 7,000,000 shares of Common Stock. Following the expiration of the appeal period or resolution of an appeal if one is filed, the Company will make another contribution of Common Stock to the settlement fund. The number of shares will be calculated based on the average trading price of the Common Stock for the 10 trading days preceding the determination date pursuant to the terms of the Settlement.
The total number of shares of Common Stock to be issued in connection with the Settlement, even if the additional amount is elected to be paid in shares of Common Stock, is expected to constitute less than 5% of the Company's currently outstanding Common Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number 99.1 Press Release, datedJanuary 31, 2023 , "INOVIO Announces Strategic Reorganization, Continues Efforts to Focus on Promising DNA Medicine Candidates" 104 Cover Page Interactive Data File (formatted as inline XBRL).
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