Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Delaware ( State or other jurisdiction of incorporation or organization ) INOVIO PHARMACEUTICALS , INC . ( EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ) 660 W. Germantown Pike , Suite 110 Plymouth Meeting , Pennsylvania ( Address of principal executive offices ) COMMISSION FILE NO . 001-14888 INVIO POWERING DNA MEDICINES ™ Title of Each Class COMMON STOCK , $ 0.001 PAR VALUE 19462 ( Zip Code ) REGISTRANT'S TELEPHONE NUMBER , INCLUDING AREA CODE : ( 267 ) 440-4200 33-0969592 ( I.R.S. Employer Identification No. ) SECURITIES REGISTERED PURSUANT TO SECTION 12 ( B ) OF THE ACT : Trading Symbol ( s ) INO SECURITIES REGISTERED PURSUANT TO SECTION 12 ( G ) OF THE ACT : NONE X Name of Each Exchange on Which Registered Nasdaq Global Select Market No " No X Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes ¨ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No " Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or emerging growth company . See definitions of " large accelerated filer , " " accelerated filer , ” “ smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . ( Check one ) : Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No x The aggregate market value of the voting and non - voting common equity ( which consists solely of shares of Common Stock ) held by non - affiliates of the Registrant as of June 30 , 2020 was approximately $ 4.2 billion based on $ 26.95 per share , the closing price on that date of the Registrant's Common Stock on the Nasdaq Global Select Market . The number of shares outstanding of the Registrant's Common Stock , $ 0.001 par value , was 207,632,584 as of February 26 , 2021 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant's 2021 Annual Meeting of Stockholders ( the " Proxy Statement ' ) are incorporated by reference into Part III of this Report . Such Proxy Statement will be filed with the Commission not later than 120 days after the conclusion of the registrant's fiscal year ended December 31 , 2020 .