On December 5, 2008, Inovio Biomedical Corporation (the "registrant") and VGX Pharmaceuticals, Inc., a privately-held Delaware corporation ("VGX"), executed an amended and restated merger agreement (the "Agreement"), which provides for the issuance of the registrant's securities in exchange for all of the outstanding securities of VGX and the merger of an acquisition subsidiary with VGX. On March 31, 2009, with the approval of their respective boards of directors, the registrant and VGX executed a further amendment to the Agreement extending the "End Date", as defined by Section 7.1(b) of the Agreement, from March 31, 2009 to June 30, 2009 (the "Amendment"). All other terms and conditions of the Agreement remain unchanged; a copy of the Amendment is filed with this report as Exhibit 2.1 and incorporated herein by reference.

Investors and the public are encouraged to read the relevant pending registration and proxy solicitation-related documents filed with the SEC with respect to the transaction between the registrant and VGX because they contain important information about the companies, the transaction, the securities to be issued and the expectations for the combined company. The pending registration statement/proxy statement filed on Form S-4 and other merger-related documents are available, without charge, from the SEC's web site (www.sec.gov) or can be obtained, free of charge, by requesting such documents, including any items incorporated by reference, from the registrant.

On March 31, 2009, registrant issued a press release announcing the execution of the Amendment described in Item 1.01, a copy of which press release is filed as Exhibit 99.1 to this report and a press release regarding its 2008 fiscal year, including a brief discussion of the transaction described in Item 1.01, a copy of which press release is Filed as Exhibit 99.2 to this report.

(d) Exhibits

2.1              Amendment No. 1 to Amended and Restated Merger Agreement
99.1             Press Release regarding Amendment
99.2             Press Release regarding FY 2008 Results