Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 6, 2026, the Board of Directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) approved and adopted an amendment (the “Bylaws Amendment”) to the Amended and Restated Bylaws of the Company, effective immediately.…
Filed Oct 6, 2026Accepted Oct 6, 2026, 4:06 PM EDTCIK 1055726Accession 0001193125-26-415555
INOVIO’s DNA medicines platform has two innovative components: precisely designed DNA plasmids, delivered by INOVIO’s proprietary medical device, CELLECTRA. INOVIO uses proprietary technology to design its DNA plasmids, which are small circular DNA molecules that enable the body’s cells to produce specific proteins to target and fight disease. INOVIO’s proprietary CELLECTRA delivery devices are designed to optimally deliver its DNA medicines to the body’s cells without requiring chemical adjuvants or lipid nanoparticles and without the risk of the anti-vector response historically seen with viral vector platforms.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2026, the Board of Directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) approved and adopted an amendment (the “Bylaws Amendment”) to the Amended and Restated Bylaws of the Company, effective immediately. The Bylaws Amendment adds a new Article 12 (Exclusive Forum), which provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for certain specified actions, including, among others, derivative actions, suits or proceedings brought on behalf of the Company or actions, suits or proceedings asserting claims of breach of a fiduciary duty owed by any of the Company’s directors, officers or stockholders. In addition, the Bylaws Amendment provides that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
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 attached hereto as Exhibit 3.1 and is incorporated by reference herein.