Inovio Biomedical Corporation announced that its merger with VGX Pharmaceuticals has been completed.
This merger advances Inovio's ability to play a leadership role in the discovery, development, and delivery of an important new generation of vaccines, called DNA vaccines. Inovio's strategic intellectual property platform consists of an advanced DNA vaccine design technology; a multi-candidate preclinical and clinical DNA vaccine pipeline, with much of the development work funded by partners and collaborators; a compelling DNA delivery technology based on electroporation; and a significant patent estate. The combined company has a well-rounded team of management and scientists with the expertise to execute Inovio's vision to create powerful new preventive and therapeutic vaccines against cancers and chronic infectious diseases such as HIV.
Avtar Dhillon, formerly president and CEO, and now president and chairman of the Board of Inovio, stated, "Validation we have achieved for electroporation-delivered DNA vaccines combined with key trends in the vaccine space created an opportunity for Inovio to expand and strengthen its role in the development of next-generation vaccines. The new combination of assets and people at Inovio forms a strategically well-positioned and significantly more valuable technology platform and product pipeline to pursue this opportunity."
Dr J Joseph Kim, previously CEO of VGX Pharmaceuticals, and now CEO and a director of Inovio, stated, "Better vaccine design and delivery are two critical requirements to achieving breakthroughs for this new generation of vaccines. Inovio has world-class DNA vaccine expertise and technology, with leading competencies in these areas. With compelling preclinical data and encouraging proof-of-principle data from human studies already in hand, we are optimistic about Inovio's potential to achieve additional clinical results that will highlight the company's leadership in DNA vaccine development."
On December 5, 2008, Inovio and VGX executed an amended and restated merger agreement, which provided for the issuance of Inovio's securities in exchange for all of the outstanding securities of VGX and the merger of VGX into Inovio Acquistion, LLC, a wholly-owned subsidiary of Inovio, subject to customary closing conditions, including the approval of the transaction by each company's stockholders. On May 29, 2009, Inovio and VGX announced that the stockholders of each company approved the merger agreement and the transaction contemplated thereby, including approval by the Inovio stockholders of the issuance of Inovio securities in the transaction. On June 1, 2009, VGX merged with and into Inovio Acquisition, LLC, which concurrently changed its name to VGX Pharmaceuticals, LLC. VGX Pharmaceuticals, LLC is the successor to all of VGX's business, properties, assets and obligations (other than the outstanding options and warrants to purchase shares of VGX common stock that were assumed by the Inovio), and remains a wholly-owned subsidiary of Inovio, utilizing a single, integrated management team with Inovio.
Based on the share capital outstanding of each of Inovio and VGX immediately prior to closing, continuing holders of Inovio securities own approximately 48.22 per cent and former holders of VGX securities own approximately 51.78 per cent of the fully-diluted share capital of the combined company, and 51.59 and 48.41 per cent, respectively, of the issued and outstanding shares of capital stock post-merger (including the outstanding shares of the Inovio's Series C preferred stock on an as-converted basis).
Inovio Biomedical is engaged in the discovery, development, and delivery of a new generation of vaccines, called DNA vaccines, focused on cancers and infectious diseases.