{"url_path":"/sec/ino/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1055726/0001055726-26-000018-index.html","accession_number":"0001055726-26-000018","cik":"0001055726","ticker":"INO","issuer_name":"INOVIO PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1055726/0001055726-26-000018-index.html","primary_entity_key":"0001055726","primary_entity_name":"INOVIO PHARMACEUTICALS, INC."},"word_count":5164,"has_tables":true,"body_markdown":"ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS\n\nThis Quarterly Report contains forward-looking statements, as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.\n\nAlthough we believe that the expectations reflected in the forward-looking statements are reasonable based on our current expectations and projections, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. We are under no obligation to update any of the forward-looking statements after the filing of this Quarterly Report to conform such statements to actual results or to changes in our expectations.\n\nThe following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Quarterly Report and our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in our Annual Report on Form 10-K, or 2025 Annual Report, filed with the U.S. Securities and Exchange Commission, or SEC, on March 12, 2026. Readers are also urged to carefully review and consider the various disclosures made by us that attempt to advise interested parties of the factors that affect our business, including without limitation the disclosures made in Item 1A of Part II of this Quarterly Report under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and the disclosures made in our 2025 Annual Report under the caption “Risk Factors” and in our audited consolidated financial statements and related notes.\n\nRisk factors that could cause actual results to differ from those contained in the forward-looking statements include but are not limited to: our history of losses; our lack of products that have received regulatory approval; uncertainties inherent in clinical trials and product development programs, including but not limited to the fact that preclinical and clinical results may not be indicative of results achievable in other trials or for other indications, that the studies or trials may not be successful or achieve desired results, that preclinical studies and clinical trials may not commence, have sufficient enrollment or be completed in the time periods anticipated, that results from one study may not necessarily be reflected or supported by the results of other similar studies, that results from an animal study may not be indicative of results achievable in human studies, that clinical testing is expensive and can take many years to complete, that the outcome of any clinical trial is uncertain and failure can occur at any time during the clinical trial process, and that our proprietary device technology and DNA medicine candidates may fail to show the desired safety and efficacy traits in clinical trials; the availability of funding; the ability to manufacture our DNA medicine candidates; the availability or potential availability of alternative therapies or treatments for the conditions targeted by us or our collaborators, including alternatives that may be more efficacious or cost-effective than any therapy or treatment that we and our collaborators hope to develop; our ability to receive development, regulatory and commercialization event-based payments under our collaborative agreements; whether our proprietary rights are enforceable or defensible or infringe or allegedly infringe on rights of others or can withstand claims of invalidity; and the impact of government healthcare laws and proposals.\n\nINOVIO, CELLECTRA, the INOVIO logo, and our other trademarks or service marks appearing in this Quarterly Report are our property. Solely for convenience, the trademarks and trade names in this report are referred to without the ® and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. Products or service names of other companies mentioned in this Quarterly Report may be trademarks, trade names or service marks of their respective owners.\n\nReferences herein to “we,” “our,” “us,” “INOVIO” or the “Company” refer to INOVIO Pharmaceuticals, Inc. and its consolidated subsidiaries. References herein to “DNA medicines” refers to our product candidates in development for diseases associated with human papillomavirus (HPV), cancer, and infectious diseases.\n\nOverview\n\nWe are a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-related diseases, cancer and infectious diseases. Our platform harnesses the power of in vivo protein production, featuring optimized design and delivery of DNA medicines that teach the body to manufacture its own disease-fighting tools.\n\nWe use proprietary technology to design DNA plasmids, which are small circular DNA molecules that work like software the body’s cells can download to produce specific proteins to target and fight disease. Our proprietary investigational\n\n23\n\n[Table](#ic1e691040a374fefb7d799d22dfe0d2c_7)[of](#ic1e691040a374fefb7d799d22dfe0d2c_7)[Contents](#ic1e691040a374fefb7d799d22dfe0d2c_7)\n\nCELLECTRA® devices are designed to deliver the DNA medicines into the body’s cells for optimal effect, without the use of chemical adjuvants, lipid nanoparticles or viral vectors.\n\nOur lead candidate is INO-3107, an investigational DNA medicine developed for the treatment of recurrent respiratory papillomatosis, or RRP, a chronic, rare and debilitating disease characterized by the growth of small tumors, or papillomas, in the respiratory tract primarily caused by HPV-6 and/or HPV-11 genotypes. Although mostly benign, these papillomas can extend into the lungs, carrying a higher risk of respiratory complications and malignant transformation. The current standard of care for RRP is repeated invasive surgery, which comes with its own significant risks and costs to patients. INO-3107 is designed to elicit an antigen-specific T cell response against both HPV-6 and HPV-11 proteins. These targeted T cells seek out and kill HPV-6 and HPV-11 infected cells, with the aim of potentially preventing or slowing the growth of new papillomas and reducing the need for surgery.\n\nIn January 2026, a new position statement was published in The Laryngoscope (S. R.Best, A. D.Friedman, C. A.Rosen, et al.,“Recurrent Respiratory Papillomatosis Foundation Position Statement on the Management of Adults With RRP,” The Laryngoscope (2026): 1–11, https://doi.org/10.1002/lary.70379) outlining a contemporary, evidence-based approach to the management of adults with RRP and highlighting the benefits of HPV-specific immunotherapy to address the underlying disease that causes RRP. The paper was sponsored by the Recurrent Respiratory Papillomatosis Foundation (RRPF), a patient advocacy organization, and authored by 16 leading physicians in the field of RRP. The paper recommends HPV-specific immunotherapy as the preferred first-line treatment for adults with RRP, including PAPZIMEOS™, a competitor’s product that was approved by the U.S. Food and Drug Administration, or FDA, in August 2025, as well as INO-3107, should it be approved. PAPZIMEOS, a gorilla adenoviral vector-based immunotherapy, is administered as adjuvant treatment following surgical debulking. Unlike INO-3107, PAPZIMEOS requires additional surgery prior to its third and fourth doses if visible papilloma are present to maintain a state of minimal residual disease as part of its treatment regimen. Because of this difference and other advantages, we believe INO-3107 has the potential to become the preferred treatment of both patients and their healthcare providers based on clinical results and tolerability data to date, and the simplicity of its patient-centric treatment regimen, should it receive approval from the FDA.\n\nIn 2023, we received feedback from the FDA that the data from our completed trial of INO-3107 could be used to support the submission of a Biologic License Application, or BLA, for review under the FDA’s accelerated approval program. Utilizing our breakthrough therapy designation, we requested rolling submission of our BLA in July 2025 and reported in November 2025 that we had completed the BLA submission.\n\nIn December 2025, the FDA accepted our BLA for INO-3107 for review under the accelerated approval program as a potential treatment for adults with RRP and set the Prescription Drug User Fee Act (PDUFA) target date for October 30, 2026. We are now focused on advancing INO-3107 through the regulatory process, which will involve continuing to interact with the FDA as they complete their review of our BLA. That includes addressing the preliminary potential review issue they noted in their file acceptance letter regarding eligibility for the accelerated approval program. In January 2026, we requested a meeting with the FDA to discuss maintaining eligibility for review under the accelerated approval program. The FDA agreed to meet and requested that INOVIO complete an assessment aid, which we submitted in February 2026. In April 2026 the FDA completed its mid-cycle review of the BLA, where no new significant issues were raised. As a part of the mid-cycle review communications, the FDA reiterated their intention to schedule the previously agreed to informal meeting to discuss their preliminary commentary on eligibility for review under the accelerated approval program. We are waiting to receive a meeting date. As previously disclosed, we are not currently planning to seek approval for our BLA for INO-3107 under the traditional pathway, which we anticipate could potentially require us to conduct a Phase 3 trial, the design of which would need to be agreed with the FDA and would be at a substantial cost. INOVIO continues to believe that INO-3107 fulfills the criteria for accelerated approval by meeting a significant unmet need and providing a meaningful therapeutic benefit over existing treatments, however the FDA may not agree with INOVIO’s position and may decide INO-3107 is not eligible for review under the accelerated approval program.\n\nIn 2025 we presented key data regarding the development of INO-3107 at several scientific conferences. Highlights from the data include:\n\n•81% (26/32) of patients experienced a reduction of one or more surgeries at Year 1 post-treatment\n\n•By the end of Year 2, 91% (21/23) of evaluable patients continued to experience a reduction of one or more surgeries. Only two patients had not yet responded to treatment with INO-3107\n\n•50% (14/28) required no surgery during Year 2 (complete response, CR), an increase from 28% (9/32) in Year 1 post-treatment\n\n•INO-3107 demonstrated continued clinical benefit, with a persistent decline in the mean number of surgeries through Year 2 post-therapy: A 78% reduction in mean annual surgeries was seen at Year 2 compared to the 1 year pre-treatment period (0.9, n=28 vs 4.1, n=32)\n\n•Clinical response was not dependent upon HPV viral loads, molecular subtype or other elements of the papilloma microenvironment\n\n24\n\n[Table](#ic1e691040a374fefb7d799d22dfe0d2c_7)[of](#ic1e691040a374fefb7d799d22dfe0d2c_7)[Contents](#ic1e691040a374fefb7d799d22dfe0d2c_7)\n\nWhile the majority of our resources are focused on INO-3107, we continue to advance other pipeline candidates through partnerships and other strategic relationships. Toward this goal, in early 2026 we announced a collaboration with Akeso Inc. to evaluate INO-5412 in combination with their novel PD-1/CTLA-4 checkpoint inhibitor as a potential treatment for glioblastoma, one of the most complex, deadly, and treatment-resistant cancers, in a Phase 2 adaptive platform trial sponsored by the Dana-Farber Cancer Institute. INO-5412 is an investigational DNA medicine that combines INO-5401 and INO-9012 into a single vial as a potentially powerful cancer immunotherapy particularly when given in combination with checkpoint inhibitors. INO-5401 plus INO-9012 has been previously investigated as a potential therapeutic treatment targeting a number of cancers, including GBM and cancers exhibiting BRCA1 and BRCA2 mutations. Data from an ongoing Phase 2 trial in newly diagnosed GBM patients, highlighted in a 2022 oral presentation at the American Society of Clinical Oncology (ASCO), demonstrated that INO-5401 plus INO-9012 in combination with a PD-1 checkpoint inhibitor elicited robust immune responses that potentially correlated with enhanced survival. (Reardon D. et al, ASCO 2022). INO-5401 encodes for INOVIO’s SynCon® antigens for hTERT, WT1, and PSMA, which are antigens the National Cancer Institute has highlighted as important targets and designated as high priorities for cancer immunotherapy development. These three antigens have been reported to be over-expressed and often mutated in a variety of human cancers, including GBM. INO-9012 encodes for IL-12, which is a T cell immune activator.\n\nOther products in our development pipeline include INO-3112, a DNA immunotherapy candidate targeting HPV-16/-18 combined with a DNA plasmid encoding for human IL-12 as an immune activator, for the treatment of oropharyngeal squamous cell carcinoma, or OPSCC, a type of head and neck cancer commonly known as throat cancer. We entered into a clinical collaboration and supply agreement with Coherus BioSciences, Inc. to evaluate the combination of INO-3112 and LOQTORZI (toripalimab-tpzi) in a clinical trial for patients with locoregionally advanced, high-risk, HPV-16/-18 positive OPSCC. Under the terms of the supply agreement, Coherus will provide LOQTORZI for a planned Phase 3 clinical trial. We have also gained alignment with FDA on the design of the planned Phase 3 trial in the United States and received initial feedback from European regulatory authorities on the proposed design of the trial in Europe.\n\nOther pipeline candidates include those targeting HPV-related anal dysplasia; cancers in people with certain gene mutations; and a potential vaccine booster to protect against the Ebola virus. We are also working to identify partnership opportunities to advance our DNA-Encoded Protein (DPROT) and DNA-Encoded Monoclonal Antibody (DMAb) technology, which has shown great potential across multiple disease targets through the production of monoclonal antibodies or missing defective proteins within the body.\n\nWe were previously conducting clinical trials of a DNA immunotherapy candidate for the treatment of HPV-related cervical high-grade squamous intraepithelial lesions, or HSIL, but announced in 2023 that we were ceasing development for this indication in the United States. However, our collaborator ApolloBio Corporation continues to conduct a Phase 3 clinical trial of this candidate in China and plans to seek regulatory approval for and potentially commercialize the candidate in that jurisdiction.\n\nOur partners and collaborators include Akeso, ApolloBio Corporation, AstraZeneca, Coherus Biosciences, Dana-Farber Cancer Institute, Defense Advanced Research Projects Agency (DARPA), HIV Vaccines Trial Network, Kaneka Eurogentec, National Institutes of Health (NIH), National Institute of Allergy and Infectious Diseases (NIAID), Plumbline Life Sciences, Regeneron Pharmaceuticals, Richter BioLogics, the University of Pennsylvania and The Wistar Institute.\n\nAll of our DNA medicine candidates are in the research and development phase. We have not generated any revenues from the sale of any products, and we do not expect to generate any material revenues unless and until we obtain marketing approval for and successfully commercialize INO-3107 and our other product candidates. We earn revenue from license fees and milestone revenue and collaborative research and development agreements and contracts. Our DNA medicine candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All DNA medicine candidates that we advance to clinical testing will require regulatory approval prior to commercial use, and will require significant funding for commercialization. We may not be successful in our research and development efforts, and we may never generate sufficient product revenue to be profitable.\n\nAs of March 31, 2026, we had an accumulated deficit of $1.8 billion. We expect to continue to incur substantial operating losses in the future due to our commitment to our research and development programs, the funding of preclinical studies, clinical trials and regulatory activities and the costs of general and administrative activities.\n\nCritical Accounting Policies and Estimates\n\nThere have been no significant changes to our critical accounting estimates since December 31, 2025. For a description of our critical accounting estimates and significant judgments used in the preparation of our condensed consolidated financial statements, refer to Note 3 to our Condensed Consolidated Financial Statements included in this Quarterly Report, as well as Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report and Note 2 to our audited Consolidated Financial Statements contained in our 2025 Annual Report.\n\n25\n\n[Table](#ic1e691040a374fefb7d799d22dfe0d2c_7)[of](#ic1e691040a374fefb7d799d22dfe0d2c_7)[Contents](#ic1e691040a374fefb7d799d22dfe0d2c_7)\n\nResults of Operations\n\nRevenue. Total revenue was $0 and $65,000 for the three months ended March 31, 2026 and 2025, respectively, all of which was derived under the collaborative arrangement with ApolloBio.\n\nResearch and development expenses. Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for full-time research and development employees, facilities expenses, overhead expenses, cost of laboratory supplies, clinical trial and related clinical manufacturing expenses, fees paid to contract research organizations and other consultants, and outside expenses. We utilize a labor reporting system to record employee compensation on a project-by-project basis. Unallocated research and development expenses include engineering and device-related expenses that are not allocable to a specific project, as well as stock-based compensation, other employee-related expenses that are not related to a specific project, and facilities and depreciation expenses.\n\nResearch and development costs are expensed as incurred. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.\n\nThe following table summarizes our research and development expense by product candidate for the three months ended March 31, 2026 and 2025:\n\n Three Months Ended March 31,Increase (Decrease)\n\n(dollars in thousands)20262025$%\n\nINO-3107$4,005 $3,507 $498 14 %\n\nINO-3112 and other Immuno-oncology 365 685 (320)(47)%\n\nOther research and development programs (a)1,083 738 345 47 %\n\nEngineering and device-related 4,041 5,062 (1,021)(20)%\n\nStock-based compensation277 553 (276)(50)%\n\nOther unallocated expenses4,299 5,546 (1,247)(22)%\n\nResearch and development expense$14,070 $16,091 $(2,021)(13)%\n\n(a) Includes DMAb, DPROT and other research and development programs, net of contributions received from grant agreements and recorded as contra-research and development expense.\n\nThe decrease in research and development expenses for the three-month period year over year was primarily the result of:\n\n•$953,000 in lower employee and consultant compensation, including stock-based compensation;\n\n•$571,000 in lower engineering professional and outside services related to our device development;\n\n•$544,000 of lower expensed inventory;\n\n•$334,000 in lower contract labor; and\n\n•$245,000 in lower engineering and lab supplies.\n\nThese decreases were offset by:\n\n•$910,000 in higher severance expense; and\n\n•$431,000 in higher outside services related to INO-3107.\n\nContributions received from current grant agreements and recorded as contra-research and development expense were $51,000 and $286,000 for the three months ended March 31, 2026 and 2025, respectively. The decrease was primarily due to a decrease in expenses earned under the sub-grants through Wistar.\n\nGeneral and administrative expenses. General and administrative expenses, which include commercial, business development expenses and patent expenses, were $7.9 million and $9.0 million for the three months ended March 31, 2026 and 2025, respectively. Decreases for the three-month period year over year included:\n\n•$762,000 in lower property taxes due to disputed payment made in the prior year which was subsequently refunded in the fourth quarter 2025; and\n\n•$424,000 in lower employee and consultant stock-based compensation.\n\n26\n\n[Table of Contents](#ic1e691040a374fefb7d799d22dfe0d2c_7)\n\nStock-based compensation. Employee stock-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite vesting period. Total employee and director stock-based compensation expense recognized in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 was $687,000 and $1.4 million, respectively, of which $275,000 and $547,000, respectively, was included in research and development expenses, and $412,000 and $821,000, respectively, was included in general and administrative expenses. The decrease was primarily due to a lower weighted average grant date fair value of equity awards, affecting both current and prior period awards.\n\nInterest income. Interest income for the three months ended March 31, 2026 and 2025 was $440,000 and $808,000, respectively. The decrease for the three-month period year over year was primarily due to a lower short-term investment balance.\n\nChange in Fair Value of Common Stock Warrant Liabilities. The change in fair value of our common stock warrant liabilities of $4.1 million and $3.7 million for the three months ended March 31, 2026 and 2025, respectively, is related to the revaluation of the liability associated with the December 2024 Warrants and July 2025 Warrants, as defined below. We record the fair value of these December 2024 Warrants and July 2025 Warrants at each balance sheet date and will record gain or loss on the consolidated statement of operations for changes in fair value between balance sheet dates. During the three months ended March 31, 2026, the July 2025 Series A Warrants expired unexercised, and the remaining warrant liability was recognized as a gain in the condensed consolidated statement of operations, with no subsequent fair value remeasurement.\n\n(Loss) gain on investment in affiliated entity. The (loss) gain reflects the change in the fair value of our investment in Plumbline Life Sciences, Inc. (PLS), which was of $(2.1) million and $695,000 for the three months ended March 31, 2026 and 2025, respectively. As of December 31, 2025, we measured our investment in PLS based on the quoted market price of its common stock on the Korea New Exchange Market. During the three months ended March 31, 2026, trading of PLS’s common stock was suspended, and we determined that the market for the security was not active. Accordingly, we reclassified the investment from Level 1 to Level 3 within the fair value hierarchy and estimated fair value using unobservable inputs. Based on our evaluation of PLS’s financial condition and the absence of observable market transactions, we determined that the fair value of our investment in PLS was $0 as of March 31, 2026.\n\nNet unrealized gain on available-for-sale equity securities. The net unrealized gain on available-for-sale equity securities for the three months ended March 31, 2026 and 2025 of $79,000 and $140,000, respectively, resulted from a change in the fair market value of the investments.\n\nOther expense, net. Other expense, net, for the three months ended March 31, 2026 and 2025 of $285,000 and $500, respectively, related primarily to the realized loss on short-term investments sold during the respective periods.\n\nLiquidity and Capital Resources\n\nHistorically, our primary uses of cash have been to finance research and development activities including clinical trial activities for the advancement of DNA medicine candidates. Since inception, we have satisfied our cash requirements principally from proceeds from the sale of equity securities, indebtedness and grants and government contracts.\n\nWorking Capital and Liquidity\n\nAs of March 31, 2026, we had cash, cash equivalents and short-term investments of $37.7 million and working capital of $1.5 million, as compared to $58.5 million and $17.5 million, respectively, as of December 31, 2025.\n\nCash Flows\n\nOperating Activities\n\nNet cash used in operating activities was $21.6 million and $26.9 million for the three months ended March 31, 2026 and 2025, respectively. The variance was primarily due to the timing and changes in working capital balances, offset by decreased operating expenses.\n\nInvesting Activities\n\nNet cash provided by (used in) investing activities was $2.6 million and $(52,000) for the three months ended March 31, 2026 and 2025, respectively. The variance was primarily the result of timing differences in short-term investment purchases, sales and maturities.\n\nFinancing Activities\n\nNet cash provided by financing activities was $1.0 million and $1.0 million for the three months ended March 31, 2026 and 2025, respectively, both of which were primarily related to net proceeds received from the sale of common stock under the Sales Agreements (defined below) during the respective periods.\n\nOffering of Common Stock and Warrants\n\n27\n\nOn April 6, 2026, we closed an underwritten public offering (the “April 2026 Offering”) relating to the issuance and sale by the Company of 12,500,000 shares of our common stock, par value $0.001 per share, and accompanying Series A warrants to purchase up to 12,500,000 shares of our common stock (or pre-funded warrants, each representing the right to purchase one share of common stock at an exercise price of $0.001 (the “Pre-Funded Warrants”) in lieu thereof) at an exercise price of $1.40 per share of common stock (or $1.399 per Pre-Funded Warrant) (the “2026 Series A Warrants”) and Series B warrants to purchase up to 12,500,000 shares of our common stock (or Pre-Funded Warrants in lieu thereof) at an exercise price of $1.40 per share of common stock (or $1.399 per Pre-Funded Warrant) (the “2026 Series B Warrants” and, together with the Series A Warrants, the “2026 Warrants”), at a combined public offering price of $1.40 per share of common stock and accompanying 2026 Warrants. The net proceeds to us from the April 2026 Offering were $16.0 million, after deducting the underwriting discounts and commissions and offering expenses paid by us.\n\nOn July 7, 2025, we closed an underwritten public offering, or the July 2025 Offering, relating to the issuance and sale of 14,285,715 shares of our common stock and accompanying 2025 Series A Warrants to purchase up to 14,285,715 shares of our common stock (or pre-funded warrants, each representing the right to purchase one share of common stock at an exercise price of $0.001, or the Pre-Funded Warrants, in lieu thereof) at an exercise price of $1.75 per share of common stock (or $1.749 per Pre-Funded Warrant), or the 2025 Series A Warrants, and 2025 Series B warrants to purchase up to 14,285,715 shares of our common stock (or Pre-Funded Warrants in lieu thereof) at an exercise price of $1.75 per share of Common Stock (or $1.749 per Pre-Funded Warrant), or the 2025 Series B Warrants, and, together with the 2025 Series A Warrants, the July 2025 Warrants, at a combined public offering price of $1.75 per share of common stock and accompanying July 2025 Warrants. The net proceeds from the July 2025 Offering were $22.4 million, after deducting the underwriting discounts and commissions and offering expenses paid by us.\n\nThe 2025 Series A Warrants were exercisable at any time, in whole or in part, and were originally to expire on January 28, 2026, which is 30 days after the date on which the Company first publicly disclosed the U.S. Food and Drug Administration’s acceptance of its Biologic License Application for INO-3107. On January 27, 2026, the Company amended each of its outstanding 2025 Series A Warrants to extend the expiration date from January 28, 2026 to March 31, 2026. All outstanding 2025 Series A Warrants expired unexercised on March 31, 2026 in accordance with their terms, and no 2025 Series A Warrants remain outstanding.\n\nThe 2025 Series B Warrants may be exercised at any time, in whole or in part, and will expire on July 7, 2030.\n\nOffering of Common Stock\n\nOn November 12, 2025, we closed an underwritten public offering, or the November 2025 Offering, relating to the issuance and sale of 15,131,700 shares of our common stock at an offering price of $1.90 per share. The net proceeds from the November 2025 Offering were $26.6 million, after deducting the underwriting discounts and commissions and offering expenses paid by us.\n\nAt-The-Market Sales Agreements\n\nOn August 13, 2024, we entered into an Equity Distribution Agreement, or the 2024 Sales Agreement, with an outside sales agent, or Sales Agent, for the offer and sale of our common stock for an aggregate offering price of up to $60.0 million. The 2024 Sales Agreement provides that the Sales Agent is entitled to compensation in an amount equal to up to 3.0% of the gross sales proceeds of any common stock sold through the Sales Agent under the 2024 Sales Agreement, and we have provided the Sales Agent with certain indemnification rights.\n\nDuring the three months ended March 31, 2026, we sold 667,074 shares of common stock under the 2024 Sales Agreement. The sales were made at a weighted average price of $1.65 per share, resulting in aggregate net proceeds of $1.1 million. During the three months ended March 31, 2025, we sold 518,670 shares of common stock under the 2024 Sales Agreement. The sales were made at a weighted average price of $2.16 per share, resulting in aggregate net proceeds of $1.1 million. As of March 31, 2026, there was $56.8 million of remaining capacity under the 2024 Sales Agreement. On April 1, 2026 the Company notified the Sales Agent that it was suspending and terminating the prospectus, dated August 13, 2024 (the “ATM Prospectus”), related to the Sales Agreement. The Company will not make any sales of its Common Stock pursuant to the Sales Agreement unless and until a new prospectus is filed. The Sales Agreement remains in full force and effect.\n\nOther Issuances of Common Stock\n\nDuring the three months ended March 31, 2026 and 2025, no warrants or stock options were exercised and tax payments of $130,000 and $74,000, respectively, were made related to net share settlement of RSU awards.\n\nFunding Requirements\n\nAs of March 31, 2026, we had an accumulated deficit of $1.8 billion, and we expect to continue to operate at a loss for the near term. The amount of our accumulated deficit will continue to increase, as it will be expensive to continue research and development efforts. Our current cash resources will not be sufficient to complete the clinical development of our product candidates beyond INO-3107, and we anticipate that additional financing will be required in order to complete the development\n\n28\n\nof and to commercialize and generate revenues from the sale of INO-3107 or any other product candidates that may receive regulatory approval. If these activities are successful and if we receive approval from the FDA to market our DNA medicine candidates, then we will need to raise additional funding to market and sell the approved products and equipment. In addition to the potential issuance of equity or debt securities in order to raise capital, we are also evaluating potential collaborations as an additional way to fund our operations. We have focused our resources on advancing INO-3107 toward potential U.S. approval and commercialization, while extending our cash runway. As part of this effort, we prioritized programs, spending, and resource allocation, including eliminating roles that do not directly support this objective. We expect our cash runway to extend into the first quarter of 2027, without giving effect to any further capital raising activities that we may undertake.\n\nOur ability to continue operations is dependent upon our ability to obtain additional capital in the future and achieve profitable operations. We expect to continue to rely on outside sources of financing to meet our capital needs and we may never achieve positive cash flow. In light of these factors, management believes that there is substantial doubt about our ability to continue as a going concern beyond the late fourth quarter of 2026. The condensed consolidated financial statements as of and for the three months ended March 31, 2026 do not include any adjustments that might result from the outcome of this uncertainty.\n\nWe have existing supply agreements with contract manufacturers to manufacture drug substance, including for INO-3107. At March 31, 2026, we had approximately $2.1 million in minimum purchase obligations in connection with these agreements. We expect to satisfy these obligations from existing cash over the next twelve months.\n\nDuring the three months ended March 31, 2026, there have been no significant changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report."}