INOVIO PHARMACEUTICALS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Bonds were issued on
The Bonds will be subject to repurchase by the Company at the option of the
bondholders from and including
The following events are considered "events of default" under the Subscription Agreement:
• the Company fails to make payment of any interest when due and payable and
such failure continues unremedied for a period of 30 days or principal of
any Bond when due and payable on the Maturity Date, upon any required
repurchase or upon declaration of acceleration or otherwise and such
failure continues unremedied for a period of five business days;
• the Company fails to perform or violates in any respect any other
obligations under the Bonds and such failure or violation is not remediable
or, if remediable, continues unremedied for a period of 30 days from the
date the holders of at least 25% in aggregate principal amount of the Bonds
then outstanding transmit notice to the Company with respect thereto;
• any present or future indebtedness of the Company or any significant
subsidiary of the Company for or in respect of moneys borrowed or raised in
excess of USD $10,000,000 (or its foreign currency equivalent) becomes (or
is declared) due and payable prior to its stated maturity by reason of any
actual or potential default, event of default, non-performance or the like
(howsoever described), or any such indebtedness of the Company or any
significant subsidiary of the Company is not paid when due or, as the case
may be, within any applicable grace period, and, in each case such
acceleration shall not have been rescinded or annulled or such failure to
pay or default shall not have been cured or waived, or such indebtedness is
not paid or discharged, as the case may be, within 60 days after written
notice to the Company by the holders of at least 25% in aggregate principal
amount of Bonds then outstanding;
• certain events of bankruptcy, insolvency or reorganization of the Company
or any of the Company's significant subsidiaries;
• any term of the Bonds ceases to be, or is claimed by the Company not to be,
in full force and effect or the Company repudiates or rescinds or evidences
an intention to repudiate or rescind any term of the Bond; or
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• the Company fails to timely issue and deliver to the bondholder the
conversion securities upon a bondholder's conversion of the Bond in
accordance with the terms of the Bonds and such failure is not cured for
five business days or, if the conversion securities are KDRs, the KDRs are
either not listed, registered or become subject to any restriction on the
bondholder's ability to dispose of the same,
If certain bankruptcy and insolvency-related events of default occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Bonds shall automatically become due and payable. If any other event of default occurs and is continuing, the holders of at least 25% of the in aggregate principal amount of the Bonds by notice to the Company may declare the principal of, and accrued and unpaid interest on, all of the then-outstanding Bonds to be due and payable.
In connection with the Financing, on
The Bonds and the Shares are not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Rule 506(b) of Regulation D promulgated under the Securities Act. In connection with the Purchaser's execution of the Subscription Agreement, the Purchaser represented to the Company that it is an "accredited investor" as defined in Regulation D and that the securities to be purchased by them will be acquired solely for their own account and for investment purposes and not with a view to the future sale or distribution.
The foregoing descriptions of the Bonds, the Subscription Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of (i) the Subscription Agreement, including the form of Bond attached as an exhibit thereto, a copy of which is attached to this Current Report as Exhibit 4.1 and (ii) the Registration Rights Agreement, a copy of which is attached to this Current Report as Exhibit 10.1.
Item 8.01 Other Events.
In connection with the strategic reprioritization and cost control steps taken
in 2019, on
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description 4.1 Convertible Bonds Subscription Agreement, datedDecember 26, 2019 , by and between the Company and the Purchaser. 4.2 Form of Bond representing the Company's 1% Convertible Bonds due 2024 (included as Exhibit A to the Convertible Bonds Subscription Agreement filed as Exhibit 4.1). 10.1 Registration Rights Agreement, datedDecember 26, 2019 , by and between the Company and the Purchaser.
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