Inovio制药美股招股说明书(2026-07-30版)

Warrants to Purchase up to 42,105,264Shares of Common Stock (or Pre-Funded Warrants) We are offering 21,052,632shares of our common stock, par value $0.001 per share, as well as accompanying common stock warrants, or the warrants, topurchase up to 42,105,264shares of our common stock (or pre-funded warrants to purchase up to 42,105,264shares of our common stock in lieu thereof). Thecommon stock will be sold in fixed combinations with the warrants, with each share of common stock that we sell in this offering being accompanied by awarrant to purchase two shares of common stock. This prospectus supplement also relates to the offering of the shares of our common stock and pre-fundedwarrants issuable upon the exercise of such warrants, as well as the common stock issuable upon the exercise of any pre-funded warrants. The combined public offering price for each share of common stock and accompanying warrant is $0.95. The shares of common stock and accompanyingwarrants are immediately separable and will be issued separately, but can only be purchased together in the offering. Each warrant will be exercisableimmediately, subject to the limitations described in the section titled “Description of the Securities We Are Offering.” The warrants will expire five years fromthe date of issuance and will have an exercise price equal to $1.10per share of common stock (or $1.099per pre-funded warrant to purchase a share of commonstock). Our common stock is listed on the Nasdaq Capital Market under the symbol “INO.” On July28, 2026, the last reported sale price of our common stock on theNasdaq Capital Market was $1.03per share. There is no established public trading market for the warrants or for the pre-funded warrants issuable upon exerciseof the warrants, and we do not expect a market to develop. We do not intend to list the warrants or the pre-funded warrants, if any, on the Nasdaq Capital Market,any other national securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the warrants and thepre-funded warrants will be limited. We are a “smaller reporting company” under applicable Securities and Exchange Commission, or the SEC, rules and are subject to reduced public companyreporting requirements. See “Prospectus Summary-Implications of Being a Smaller Reporting Company.” (1)See the section titled “Underwriting” beginning on page S-33 of this prospectus supplement for additional information regarding total underwriting compensation. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to 3,157,894 additional shares ofour common stock at the public offering price allocable to the shares of Common Stock of $0.948 and/or warrants to purchase up to 6,315,788 additional sharesof our common stock (or pre-funded warrants in lieu thereof) at the public offering price allocable to each warrant of $0.002, less underwriting discounts andcommissions. Investing in our securities involves risk. See “Risk Factors” beginning on page S-10 of this prospectus supplement, on page 9 of the accompanying baseprospectus and in our filings with the SEC that are incorporated by reference herein and therein to read about factors you should consider beforeinvesting in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and warrants against payment on or about July31, 2026. Sole Manager Piper Sandler The date of this prospectus supplement is July29, 2026. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF THE SECURITIES WE ARE OFFERINGMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF OUR COMMON STOCK AND WARRANTSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEPROSPECTUSABOUT THIS PROSPECTUSSUMMARYTHE SECURITIES WE MAY OFFERRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the SEC utilizing a shelf registration process. This prospectussupplement is not complete without, and may not be utilized except in connection with, the accompanying prospectus. This prospectus supplementprovides