Inovio Pharmaceuticals, Inc. filed a Free Writing Prospectus on November 5, 2026, supplementing its preliminary prospectus supplement of the same date to add pre-funded warrants as securities available in its public offering of common stock.

Key Highlights

  • Pre-funded warrants added: The filing supplements the November 5, 2026 preliminary prospectus supplement to reflect the addition of pre-funded warrants, and the common stock issuable upon their exercise, to the securities being offered.
  • Exercise price: Each pre-funded warrant carries an initial exercise price per share of $0.001, subject to certain adjustments, according to the filing.
  • Purchase price structure: The purchase price of each pre-funded warrant equals the public offering price of a share of common stock minus $0.001, the filing states.
  • Underwriter option: The company has granted underwriters a 30-day option to purchase up to 15% of the total shares of common stock offered (including shares underlying pre-funded warrants) at the public offering price, less underwriting discounts and commissions.
  • Intended use of proceeds: The company disclosed it currently intends to use net proceeds primarily to fund the commercial launch of VOCERYQ, for clinical pipeline development, and for general corporate purposes.
  • Ownership cap: Holders of pre-funded warrants are blocked from exercising if doing so would result in beneficial ownership exceeding 9.99% of outstanding common stock, with an option to raise that cap to no more than 19.99% upon at least 61 days' prior notice.
  • Listing: Common stock is listed on The Nasdaq Capital Market under the symbol "INO"; the pre-funded warrants will not be listed on any securities exchange or recognized trading system.

Inovio Supplements Offering Terms With Pre-Funded Warrant Option

Inovio Pharmaceuticals, Inc. filed a Free Writing Prospectus dated November 5, 2026, pursuant to Rule 433, in connection with Registration Statement No. 333-297233. According to the filing, this document updates and, to the extent inconsistent, supersedes the information in the Preliminary Prospectus Supplement of the same date, specifically to reflect the addition of pre-funded warrants as an alternative to purchasing shares of common stock directly.

The filing states that pre-funded warrants are being offered to certain investors who choose them in lieu of shares. Each pre-funded warrant is exercisable immediately and may be exercised at any time until fully exercised, either through payment of the nominal cash exercise price of $0.001 per share or through a cashless exercise formula set forth in the warrant terms. The filing notes that because the exercise price is nominal, the company "will not receive any meaningful additional funds upon the exercise of the pre-funded warrants," and that any such exercise would increase shares eligible for resale and result in dilution to existing stockholders.

The filing discloses several risk factors specific to this structure. It warns that purchasers "will experience immediate and substantial dilution in the book value" of their shares, as the offering price is expected to be substantially greater than the net tangible book value per share. The filing also notes there is no established public trading market for the pre-funded warrants and no intention to apply for such listing, which the filing states will limit their liquidity. If the company does not maintain a current and effective registration statement for the underlying shares, holders will only be able to exercise pre-funded warrants on a cashless basis, and the number of shares received would be fewer than under a cash exercise. The net proceeds figure was not specified in the text provided; the filing contains blank fields for those amounts.

What Was Disclosed

Inovio Pharmaceuticals filed a Free Writing Prospectus dated November 5, 2026, supplementing its concurrent preliminary prospectus supplement to add pre-funded warrants, with a $0.001 exercise price, to its public offering, and disclosed intended use of proceeds including the commercial launch of VOCERYQ.