UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2021

Inovio Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-14888 33-0969592 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

660 W. Germantown Pike, Suite 110 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:

Trading Name of each exchange Title of each class Symbol(s) on which registered Common Stock, $0.001 par value 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On May 13, 2021, the board of directors (the “Board”) of Inovio Pharmaceuticals, Inc. (the “Company”) appointed Roger Dansey to serve as a director of the Company. Dr. Dansey’s term will continue until the Company’s 2022 Annual Meeting of Stockholders. There is no arrangement or understanding between Dr. Dansey and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Dr. Dansey and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. Dansey requiring disclosure under Item 404(a) of Regulation S-K.

Additional information regarding Dr. Dansey is set forth below:

Roger Dansey, age 64, has served as Chief Medical Officer of Seagen Inc. since May 2018. Prior to that, Dr. Dansey served as Senior Vice President, Clinical Oncology Research at Merck & Co. from January 2015 through April 2018. While at Merck, Dr. Dansey was Therapeutic Area Head for Late Stage Oncology. Dr. Dansey received his medical degree from the University of Witwatersrand in Johannesburg, South Africa.

Dr. Dansey will be compensated in accordance with the Company’s non-employee director compensation policy. He will receive an annual cash retainer of $45,000 for serving on the Board. In addition, Dr. Dansey received initial equity awards under the Company’s 2016 Omnibus Incentive Plan, as amended, upon his appointment as of May 13, 2021, the date of grant. As a newly elected director, Dr. Dansey was awarded 36,000 restricted stock units and a stock option to purchase 54,000 shares of the Company’s common stock at an exercise price of $6.23, the closing price of the Company’s common stock on the date of grant. The restricted stock units will vest over a period of three years, with one-third of the shares vesting on each of the first, second and third anniversaries of the grant date, subject to Dr. Dansey’s continued service as a director of the Company as of each vesting date. With respect to the shares of common stock underlying the stock option grant, one-quarter of the shares vested as of the grant date, with the remainder vesting in three equal annual installments on the first, second and third anniversaries of the grant date, subject to Dr. Dansey’s continued service as a director of the Company as of each vesting date. Dr. Dansey will be eligible to receive additional annual equity awards on each date of the Company’s annual meeting of stockholders in accordance with the non-employee director compensation policy.

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 13, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Company’s Annual Meeting, the stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2021. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal 1: The election of the following nominees as directors of the Company to serve until the Company’s 2022 Annual Meeting of Stockholders and until their successors are elected. The votes were cast as follows:

Votes Broker Name of Director Nominee Votes For Withheld Non-Votes Simon X. Benito 37,999,789 5,653,535 64,836,697 J. Joseph Kim, Ph.D. 37,477,383 6,175,941 64,836,697 Ann C. Miller, Ph.D. 37,498,940 6,154,384 64,836,697 Jay P. Shepard 37,688,840 5,964,484 64,836,697 David B. Weiner, Ph.D. 38,625,796 5,027,528 64,836,697 Wendy L. Yarno 37,418,032 6,235,292 64,836,697 Lota S. Zoth 33,456,963 10,196,361 64,836,697 Proposal 2: The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes were cast as follows:

Broker For Against Abstain Non-Votes 104,482,613 1,959,926 2,047,482 0

Proposal 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers described in the Company’s definitive proxy statement with respect to the Annual Meeting. The votes were cast as follows:

Broker For Against Abstain Non-Votes 34,326,724 8,047,335 1,279,265 64,836,697

Item7.01. Regulation FD Disclosure. On May 17, 2021, the Company issued a press release announcing the appointment of Dr. Dansey to the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Exhibit Description 99.1 Press Release, dated May 17, 2021 104 Cover page interactive data file (embedded within the Inline XBRL document). 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.

Date: May 17, 2021 By: /s/ Peter Kies Peter Kies Chief Financial Officer Exhibit 99.1

INOVIO Announces Appointment Of Roger Dansey, M.D., to its Board of Directors

Dr. Dansey, Seagen’s Chief Medical Officer, brings extensive expertise in immuno-oncology and drug development

Appointment of industry leader in drug development expands the Board’s diverse industry, clinical development, research and commercialization expertise

PLYMOUTH MEETING, PA – May 17, 2021 – INOVIO (NASDAQ:INO), a company focused on bringing to market precisely designed DNA medicines to treat and protect people from infectious diseases, , and HPV-associated diseases, today announced the appointment of Roger D. Dansey, M.D. to its Board of Directors. The appointment adds extensive expertise in drug development to the INOVIO Board as the company strengthens its focus on its late stage product development programs. Currently the Chief Medical Officer at Seagen (formerly Seattle Genetics), Dr. Dansey has played a central role in Seagen’s efforts to become a globally recognized, multi—product oncology company.

Dr. Dansey previously served as the Therapeutic Area Head for Late-Stage Oncology at Merck & Co., Inc., where he oversaw registration efforts for Keytruda® (pembrolizumab) across multiple tumor types. Earlier in his career, he was the Vice President of Oncology Clinical Research at Gilead Sciences and the Global Development Lead for Xgeva® (denosumab) at Amgen, where he held multiple roles in both oncology and hematology. Dr. Dansey holds an M.D. from the University of Witwatersrand in Johannesburg, South Africa.

Simon X. Benito, Chairman of INOVIO’s Board, said, “We are pleased to welcome Dr. Dansey to INOVIO’s Board of Directors. His impressive efforts at Seagen coupled with his track record of achievement in cancer drug development at Merck, Gilead, and Amgen will be invaluable to the organization as the company evolves its oncology, HPV and portfolio – including INO-5401, its DNA medicine for Glioblastoma Multiforme (GBM) and INO-4800 for COVID-19 – and prepare for commercialization.”

Dr. Dansey said, “I’m pleased to join INOVIO at a pivotal time for the company. This is the time for DNA medicines. I believe they offer an innovative approach to fighting cancer. I am looking forward to working with the team and supporting their mission of rapidly bringing to market life-saving DNA medicines to meet urgent global health needs in oncology and infectious diseases.” About INOVIO’s DNA Medicines Platform INOVIO has 15 DNA medicine clinical programs currently in development focused on HPV-associated diseases, cancer, and infectious diseases, including coronaviruses associated with MERS and COVID-19 diseases being developed under grants from the Coalition for Epidemic Preparedness Innovations (CEPI) and the U.S. Department of Defense. DNA medicines are composed of optimized DNA , which are small circles of double-stranded DNA that are synthesized or reorganized by a computer sequencing technology and designed to produce a specific in the body.

INOVIO’s DNA medicines deliver optimized plasmids directly into cells intramuscularly or intradermally using INOVIO’s proprietary hand-held smart device called CELLECTRA®. The CELLECTRA® device uses a brief electrical pulse to reversibly open small pores in the to allow the plasmids to enter, overcoming a key limitation of other DNA and other approaches, such as mRNA. Once inside the cell, the DNA plasmids enable the cell to produce the targeted antigen. The antigen is processed naturally in the cell and triggers the desired and mediated immune responses. Administration with the CELLECTRA® device ensures that the DNA medicine is efficiently delivered directly into the body’s cells, where it can go to work to drive an immune response. INOVIO’s DNA medicines do not interfere with or change in any way an individual’s own DNA. The advantages of INOVIO’s DNA medicine platform are how fast DNA medicines can be designed and manufactured; the stability of the products, which do not require freezing in storage and transport; and the robust immune response, safety profile, and tolerability that have been observed in clinical trials.

With more than 3,000 patients receiving INOVIO investigational DNA medicines in more than 7,000 applications across a range of clinical trials, INOVIO has a strong track record of rapidly generating DNA medicine candidates with potential to meet urgent global health needs.

About INOVIO INOVIO is a biotechnology company focused on rapidly bringing to market precisely designed DNA medicines to treat and protect people from infectious diseases, cancer, and diseases associated with HPV. INOVIO is the first and only company to have clinically demonstrated that a DNA medicine can be delivered directly into cells in the body via a proprietary smart device to produce a robust and tolerable immune response. Specifically, INOVIO’s lead candidate VGX-3100 is the first DNA medicine to achieve efficacy endpoints in a Phase 3 , REVEAL 1, for the treatment of precancerous cervical dysplasia caused by HPV-16 and/or HPV-18. VGX-3100 also demonstrated positive Phase 2 efficacy results in separate trials evaluating the treatment of precancerous vulvar dysplasia and anal dysplasia. Also in development are programs targeting HPV-related and a rare HPV-related disease, recurrent respiratory papillomatosis (RRP); non-HPV-related cancers glioblastoma multiforme (GBM) and prostate cancer; as well as externally funded infectious disease DNA vaccine development programs in Zika, Lassa fever, Ebola, HIV, and coronaviruses associated with MERS and COVID-19 diseases. Partners and collaborators include Advaccine, ApolloBio Corporation, AstraZeneca, The Bill & Melinda Gates Foundation, Coalition for Epidemic Preparedness Innovations (CEPI), Defense Advanced Research Projects Agency (DARPA)/Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (JPEO-CBRND)/Department of Defense (DoD), HIV Trial Network, International Vaccine Institute (IVI), Kaneka Eurogentec, Medical CBRN Defense Consortium (MCDC), National Cancer Institute, National Institutes of Health, National Institute of Allergy and Infectious Diseases, Ology Bioservices, the Parker Institute for Cancer Immunotherapy, Plumbline Life Sciences, Regeneron, Richter-Helm BioLogics, Thermo Fisher Scientific, University of Pennsylvania, Walter Reed Army Institute of Research, and The Wistar Institute. INOVIO also is a proud recipient of 2020 Women on Boards “W” designation recognizing companies with more than 20% women on their board of directors. For more information, visit www.inovio.com. CONTACTS: Media: Jeff Richardson, 267-440-4211, [email protected] Investors: Ben Matone, 484-362-0076, [email protected]

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This press release contains certain forward-looking statements relating to our business, including our plans to develop and commercialize DNA medicines, our expectations regarding our research and development programs, including the planned initiation and conduct of preclinical studies and clinical trials and the availability and timing of data from those studies and trials, and our ability to successfully manufacture and produce large quantities of our product candidates if they receive regulatory approval. 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, our ability to secure sufficient manufacturing capacity to mass produce our product candidates, the availability of funding to support continuing research and studies in an effort to prove safety and efficacy of 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 December 31, 2020, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and other filings we make from time to time with the Securities and Exchange Commission. There can be no assurance that any product candidate in our pipeline will be successfully developed, manufactured or commercialized, that final results of clinical trials will be supportive of regulatory approvals required to market products, or that any of the forward-looking information provided herein will be proven accurate. Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise these statements, except as may be required by law.