**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**AmendmentNo.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**

**INOVIOBIOMEDICAL CORPORATION**

(EXACTNAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

| **DELAWARE**                              |   | **33-0969592**                        |
|-------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction             |   | (I.R.S. Employer  Identification No.) |
| of incorporation  or organization)        |   |                                  |
|                                      |   |                                  |
| **11494  SORRENTO VALLEY ROAD**           |   | ** **                            |
| **SAN  DIEGO, CALIFORNIA**                |   | **92121-1318**                        |
| (Address of  principal executive offices) |   | (Zip Code)                            |

 

REGISTRANT’STELEPHONE NUMBER, INCLUDING AREA CODE: **(858) 597-6006**

SECURITIESREGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

| **COMMON STOCK, $0.001 PAR VALUE** |   | **AMERICAN  STOCK EXCHANGE**                 |
|------------------------------------|--------|----------------------------------------------|
| (Title of Class)                   |   | (Name of Each  Exchange on Which Registered) |

 

SECURITIESREGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: **NONE**

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

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act. Yes o  No x

Indicateby check mark whether the Company (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x  No o

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the ExchangeAct. (Check one):
| Large accelerated filer   o |   | Accelerated  filer   x |   | Non-accelerated  filer   o |
|---------------------------------------|--------|----------------------------------|--------|--------------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). Yes o  No x

Theaggregate market value of the voting and non-voting common equity (whichconsists solely of shares of Common Stock) held by non-affiliates of theRegistrant 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 theAmerican Stock Exchange.

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

**DOCUMENTS INCORPORATED BY REFERENCE**

We have incorporated byreference into Part III of this Annual Report portions of our proxystatement for the 2007 Annual Meeting of Stockholders, for which a definitiveproxy statement will be filed with the Securities and Exchange Commission within120 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 onForm 10-K for the year ended December 31, 2006 filed on March 16, 2007 (the “OriginalFiling”) to address comments received from the Staff of the Securities andExchange Commission (“SEC Comments”). This Amendment provides currently-dated certifications from ourprincipal executive and principal financial officers pursuant to Rules13a-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 OriginalFiling is unchanged and is not reproduced in this Amendment No. 1. ThisAmendment No. 1 speaks as of the filing date of the Original Filing andreflects only the provision of the updated certifications as noted above. Noother information included in the Original Filing, including the Company’sfinancial statements and the footnotes thereto, has been modified or updated inany way to reflect any events that occurred subsequent to March 16, 2007.

**SIGNATURES**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe 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 of1934, this report has been signed by the following persons on behalf of theregistrant 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       |       |                                     |       |                |