UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No.1 to Form 10-K

FORM 10-K/A

x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                TO

 

COMMISSION FILE NO. 001-14888

INOVIO BIOMEDICAL CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 597-6006

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No 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 o  No x

Indicate by check mark whether the Company (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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   o

Accelerated filer   x

Non-accelerated filer   o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  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, 2006 was approximately $63,899,267 based on $2.07, the closing price on that date of the Registrant’s Common Stock on the American Stock Exchange.

The number of shares outstanding of the Registrant’s Common Stock, $0.001 par value, was 38,176,204 as of March 8, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

We have incorporated by reference into Part III of this Annual Report portions of our proxy statement for the 2007 Annual Meeting of Stockholders, for which a definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the fiscal year to which this Annual Report relates.

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) amends Inovio Biomedical Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on March 16, 2007 (the “Original Filing”) to address comments received from the Staff of the Securities and Exchange Commission (“SEC Comments”).  This Amendment provides currently-dated certifications from our principal executive and principal financial officers pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, attached as Exhibits 31.1 and 31.2, respectively. The remainder of the Original Filing is unchanged and is not reproduced in this Amendment No. 1. This Amendment No. 1 speaks as of the filing date of the Original Filing and reflects only the provision of the updated certifications as noted above. No other information included in the Original Filing, including the Company’s financial statements and the footnotes thereto, has been modified or updated in any way to reflect any events that occurred subsequent to March 16, 2007.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 28, 2007.

					Inovio Biomedical Corporation
					By:		/s/ Avtar Dhillon
							Avtar Dhillon
							President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Avtar Dhillon		President, Chief Executive Officer		September 28, 2007
Avtar Dhillon		(Principal Executive Officer), Director
/s/ Peter Kies		Chief Financial Officer		September 28, 2007
Peter Kies		(Principal Accounting Officer and
		Principal Financial Officer)
/s/ James l. heppell		Director		September 28, 2007
James L. Heppell
/s/ RIAZ BANDALI		Director		September 28, 2007
Riaz Bandali
/s/ Tazdin Esmail		Director		September 28, 2007
Tazdin Esmail
/s/ Simon X. Benito		Director		September 28, 2007
Simon X. Benito
/s/ Robert Rieder		Director		September 28, 2007
Robert Riederl