UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2712, 2026

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

~~001-14888~~

~~33-0969592~~

001-14888

33-0969592

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

660 W. Germantown Pike, Suite 110 Plymouth Meeting, PA 19462 (Address of principal executive offices, including zip code)

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~~

TradingSymbol(s)

Name of each exchangeon which registered

Common Stock, $0.001 par value

~~INO~~

~~The Nasdaq Stock Market LLC~~

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 12.0102 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~January~~March 2712, 2026, Inovio Pharmaceuticals, Inc. (the “Company”) ~~amended~~issued ~~each~~a ofpress ~~its~~release ~~outstanding~~announcing ~~Series~~its Afinancial ~~warrants~~results ~~issued~~for ~~on July 7, 2025 (~~the ~~“Series~~quarter Aand ~~Warrants”)~~full toyear ~~extend~~ended ~~the~~December 31, ~~expiration~~2025. ~~date~~A copy of ~~each~~this ~~outstanding~~press ~~Series~~release Ais ~~Warrant~~furnished toas ~~5:00~~Exhibit p99.m.1 ~~New~~hereto ~~York~~and ~~City~~is ~~time~~incorporated onby ~~March 31,~~reference ~~2026 (the “Amendment”)~~herein.

~~The~~In ~~Series~~accordance Awith ~~Warrants~~General ~~were~~Instruction ~~issued~~B.2 inof ~~the~~Form ~~Company’s~~8-K, ~~July~~the ~~2025~~information ~~underwritten~~in ~~public~~this ~~offering~~Item 2.02 ~~The~~and ~~outstanding~~Exhibit ~~Series~~99.1 Ahereto ~~Warrants~~ are ~~exercisable~~being ~~for~~furnished upand toshall ~~13,564,268~~not ~~shares~~be ofdeemed ~~the Company’s common stock, par value $0.001 per share (the~~ “~~Common Stock~~filed”) ~~(or~~for ~~pre-funded~~purposes ~~warrants,~~of ~~each~~Section ~~representing~~18 of the ~~right~~Securities toExchange ~~purchase~~Act ~~one share~~ of ~~Common~~1934, ~~Stock~~as atamended ~~an exercise price of $0.001~~ (the “~~Pre-Funded~~Exchange ~~Warrants~~Act”), inor ~~lieu~~otherwise ~~thereof),~~subject ~~and~~to ~~have~~the anliabilities ~~exercise~~of ~~price~~that ofsection, ~~$1.75~~nor ~~per~~shall ~~share~~it ~~(or~~be ~~$1.749~~deemed ~~per Pre-Funded Warrant)~~incorporated ~~and~~by ~~would~~reference ~~otherwise~~in ~~have~~any ~~expired~~filing atby ~~5:00~~the ~~p.m.~~Company ~~New~~under ~~York~~the ~~City~~Securities ~~time~~Act onof ~~January 28~~1933, ~~2026~~as amended, ~~which~~or isthe 30Exchange ~~days~~Act, ~~following~~whether ~~the~~made ~~Company’s~~before ~~public~~or ~~announcement~~after of the ~~acceptance~~date ofhereof, aregardless ~~Biologic~~of ~~License~~any ~~Application~~incorporation ~~for INO-3107 by~~language ~~the~~in ~~U.S.~~such ~~Food~~a ~~and~~filing, ~~Drug~~except ~~Administration.~~as ~~All~~expressly ~~other~~set ~~terms~~forth ofby ~~the~~specific ~~Series~~reference Ain ~~Warrants~~such ~~remain~~a ~~unchanged~~filing.

A prospectus supplement amendment relating to the Amendment will be filed with the Securities and Exchange Commission.

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) ~~Exhibits.~~ Exhibits

ExhibitNo.	Description
Exhibit Number
4.1	Form of Amendment to the Series A Warrant.
99.1		Press Release, dated March 12, 2026 (filed herewith)
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~	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.~~

INOVIO PHARMACEUTICALS, INC.

Date: January 27, 2026

By:

/s/ Peter Kies

Date: March 12, 2026

By:

/s/ Peter Kies

~~Peter Kies~~

Peter Kies

~~Chief Financial Officer~~

Chief Financial Officer

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