INOVIO PHARMACEUTICALS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026

OR

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO.001-14888

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (267)440-4200

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

Indicate by check mark whether the registrant (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 ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

The number of shares outstanding of the Registrant’s Common Stock, $0.001 par value, was 187,306,884 as of November 10, 2026.

FORM 10-Q

For the Quarterly Period Ended September 30, 2026

INDEX

SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks are discussed more fully in Item 1A. Risk Factors herein. These risk factors include, but are not limited to, the following:

•Our product candidates are drug-device combination products comprising an electroporation device for delivery of a biologic, and additional time may be required to obtain regulatory approval for our product candidates because of the complexity involved with developing and manufacturing a drug-device combination product. Although VOCERYQ has received FDA accelerated approval, continued approval for this indication may be contingent upon verification and description of clinical benefit in one or more confirmatory studies, and our other product candidates that rely on delivery by our CELLECTRA devices remain subject to the risk that the FDA and comparable regulatory authorities in foreign jurisdictions do not provide marketing authorization for those devices, in which case we will not be able to bring those DNA medicines to market.

•We do not currently have sufficient working capital to fund our planned operations beyond the fourth quarter 2027 and substantial doubt exists as to our ability to continue as a going concern.

•We will need substantial additional capital for the commercialization of VOCERYQ and to develop our DNA medicines and proprietary device technology, which may prove difficult or costly to obtain.

•We have incurred significant losses in recent years, expect to incur significant net losses in the foreseeable future and may never become profitable, and there is no guarantee that revenues generated by VOCERYQ will allow us to reach profitability.

•We face intense and increasing competition from PAPZIMEOS, an approved competing treatment for RRP, and may face additional competition from other new, disruptive technologies, which patients and physicians may prefer, which may impede our ability to commercialize VOCERYQ and to develop and commercialize our other DNA medicines.

•We currently have a small commercial organization and no in-house sales team, and rely on Syneos Health to recruit and deploy our medical and commercial field teams and to serve as our contract sales organization. We have also engaged or identified other key commercial partners, including a third-party logistics provider, Agency of Record, specialty distributor, specialty pharmacy and patient HUB, to support the commercialization of VOCERYQ. If Syneos Health or these other third parties fail to perform their obligations to us, do not devote sufficient resources to the commercialization of VOCERYQ, or if we are unable to establish, maintain or replace these arrangements on acceptable terms, or at all, we may not be able to generate product revenues from VOCERYQ.

•If VOCERYQ or any other product candidate for which we receive regulatory approval does not achieve broad market acceptance, the revenues that we generate from sales of that product will be limited.

•We are subject to uncertainty relating to coverage and reimbursement policies which, if not favorable to our DNA medicine candidates, could hinder or prevent our products’ commercial success.

•We have limited sources of revenue and our success is dependent on our ability to develop our DNA medicines and proprietary device technology.

•DNA medicines are a novel approach to treating and preventing disease, and our CELLECTRA delivery devices are a novel approach to administering medicines. Negative perception of the efficacy, safety, or tolerability of any investigational medicines we develop or our devices could adversely affect our ability to conduct our business, advance our investigational medicines, or obtain regulatory approvals.

•If we and the contract manufacturers upon whom we rely fail to produce our proprietary devices and DNA medicine candidates in the volumes that we require on a timely basis, or at all, or if these contractors fail to comply with their obligations to us or with stringent regulations, we may face delays in the development and commercialization of our proprietary devices and DNA medicine candidates.

•If we lose or are unable to secure collaborators or partners, or if our collaborators or partners do not apply adequate resources to their relationships with us, our product development and potential for profitability will suffer.

•We have agreements with government agencies that are subject to termination and uncertain future funding. Termination or cessation of funding could have a negative impact on our ability to develop some of the product candidates in our pipeline and/or require us to seek alternative funding sources to advance those candidates.

•We are subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

•We are currently subject to litigation and may become subject to additional litigation, which could harm our business, financial condition and reputation.

Part I. Financial Information

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Operations

Inovio Pharmaceuticals, Inc. (the “Company” or “INOVIO”) is a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-related diseases, cancer and infectious diseases. INOVIO's 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.

INOVIO uses 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. The Company's proprietary investigational and medical CELLECTRA®delivery 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.

INOVIO's first commercial-stage product is VOCERYQ (doruxapapogene ralaplasmid and lalikinogene sifuplasmid-gxfd), formerly referred to as INO-3107, a plasmid DNA-based immunotherapy delivered by the CELLECTRA 5PSP medical device. On October 30, 2026, the U.S. Food and Drug Administration, or FDA, approved VOCERYQ under its accelerated approval program to reduce the frequency of surgery in adults with 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.

In addition to VOCERYQ, INOVIO is actively developing or planning to develop DNA medicines for other indications, including HPV-related oropharyngeal squamous cell carcinoma (OPSCC) and anal dysplasia; glioblastoma multiforme (GBM), a deadly form of brain cancer; and a potential vaccine booster to protect against the Ebola virus. The Company is also working to identify partnership opportunities to advance its 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.

The Company previously conducted clinical trials of a DNA immunotherapy candidate for the treatment of HPV-related cervical high-grade squamous intraepithelial lesions (HSIL) but announced in 2023 that it was ceasing development for this indication in the United States. However, its 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.

The Company's partners and collaborators include Akeso Inc., Alliance Medical Products, Inc. (dba Siegried Irvine), ApolloBio, AstraZeneca, Coherus, 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.

INOVIO was incorporated in Delaware in May 2001 and has its principal executive offices in Plymouth Meeting, Pennsylvania.

2. Basis of Presentation, Liquidity and Risks and Uncertainties

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Inovio have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of September 30, 2026, the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss and the condensed consolidated statements of stockholders' equity for the three and nine months ended September 30, 2026 and 2025 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 are unaudited, but include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, results of operations, cash flows and changes in stockholders' equity for the periods presented.

The results of operations for the three and nine months ended September 30, 2026 shown herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or for any other period. These unaudited financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026. The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

These unaudited condensed consolidated financial statements include the accounts of Inovio Pharmaceuticals, Inc. and its subsidiary. As of September 30, 2026 and December 31, 2025, the Company consolidated its wholly-owned subsidiary Inovio Asia LLC. All intercompany accounts and transactions were eliminated upon consolidation.

Liquidity

The Company incurred a net loss of $49.2 million and $74.9 million for the three and nine months ended September 30, 2026, respectively. The Company had working capital deficit of $38.0 million and an accumulated deficit of $1.9 billion as of September 30, 2026. The Company has incurred losses in each year since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future in connection with the research and preclinical and clinical development of its product candidates.

On November 9, 2026, the Company closed an underwritten public offering (the “November 2026 Offering”) relating to the issuance and sale of 69,461,520 shares of its common stock, par value $0.001 per share, including 10,714,285 shares issued pursuant to the underwriters’ full exercise of their option to purchase additional shares at the initial closing, at a public offering price of $1.05 per share, and pre-funded warrants to purchase up to 12,681,337 shares of its common stock at a public offering price of $1.049 per pre-funded warrant. The net proceeds to the Company from the November 2026 Offering were approximately $80.5 million, after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Each pre-funded warrant issued in the November 2026 Offering has an initial exercise price of $0.001 per share, subject to adjustment, and is exercisable at any time until exercised in full. Exercise is subject to beneficial ownership limitations set forth in the pre-funded warrants.

On July 31, 2026, the Company closed an underwritten public offering (the “July 2026 Offering”) relating to the issuance and sale by the Company of 21,052,632 shares of its common stock, par value $0.001 per share, and accompanying warrants (the "July 2026 Warrants") to purchase up to 42,105,264 shares of its common stock (or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)), at an exercise price of $1.10 per share of common stock (or $1.099 per Pre-Funded Warrant to purchase a share of common stock), at a combined public offering price of $0.95 per share of common stock and accompanying July 2026 Warrant.

The Company also granted the Underwriter an option for a period of 30 days to purchase up to 3,157,894 additional shares of common stock and/or July 2026 Warrants to purchase up to 6,315,788 additional shares of common stock (or pre-funded warrants in lieu thereof) (the “Overallotment Option”) at the public offering price, less the underwriting discounts and commissions. On July 29, 2026, the Underwriter exercised the Overallotment Option with respect to the July 2026 Warrants to purchase up to 6,315,788 additional shares of common stock (or pre-funded warrants in lieu thereof). On August 18, 2026, the Underwriter exercised the Overallotment Option with respect to the 3,157,894 additional shares of common stock. The Underwriter’s Overallotment Option has been exercised in full.

The net proceeds to the Company from the July 2026 Offering, including the full exercise of the Underwriter's Overallotment Option, were approximately $21.0 million, after deducting the underwriting discounts and commissions and offering expenses paid by the Company.

On April 6, 2026, the Company closed an underwritten public offering (the “April 2026 Offering”) relating to the issuance and sale by the Company of 12,500,000 shares of its common stock, par value $0.001 per share, and accompanying Series A warrants to purchase up to 12,500,000 shares of its common stock (or pre-funded warrants, each representing the right to purchaseone 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 “April 2026 Series A Warrants”) and Series B warrants to purchase up to 12,500,000 shares of its 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 “April 2026 Series B Warrants” and, together with the 2026 Series A Warrants, the “April 2026 Warrants”), at a combined public offering price of $1.40 per share of common stock and accompanying April 2026 Warrants. The net proceeds to the Company from the April 2026 Offering were $16.1 million, after deducting the underwriting discounts and commissions and offering expenses paid by the Company.

On November 12, 2025, the Company closed an underwritten public offering (the “November 2025 Offering”) relating to the issuance and sale of 15,131,700 shares of its common stock, par value $0.001 per share, at an offering price of $1.90 per share. The net proceeds to the Company from the November 2025 Offering were $26.6 million, after deducting the underwriting discounts and commissions and offering expenses paid by the Company.

On July 7, 2025, the Company closed an underwritten public offering (the “July 2025 Offering”) relating to the issuance and sale by the Company of 14,285,715 shares of its common stock, par value $0.001 per share, and accompanying Series A warrants to purchase up to 14,285,715 shares of its common stock (or pre-funded warrants, each representing the right to purchaseone share of common stock at an exercise price of $0.001 (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) (the “2025 Series A Warrants”) and Series B warrants to purchase up to 14,285,715 shares of its 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) (the “2025 Series B Warrants” and, together with the 2025 Series A Warrants, the “2025 Warrants”), at a combined public offering price of $1.75 per share of common stock and accompanying 2025 Warrants. The net proceeds to the Company from the July 2025 Offering were $22.4 million, after deducting the underwriting discounts and commissions and offering expenses paid by the Company.

Going Concern

The Company’s cash, cash equivalents and short-term investments of $48.4 million as of September 30, 2026, together with the net proceeds from the November 2026 Offering and subsequent warrant exercises, are expected to be sufficient to support the Company's planned operations into the late fourth quarter 2027. The Company's current financial resources may not be sufficient to support its planned operations beyond this date without securing additional financing.

In order to continue to fund future research and development activities, the Company will need to seek additional capital. This may occur through strategic alliance and licensing arrangements, grant agreements and/or future public or private debt or equity financings including At-the-Market Equity Offering Sales Agreements (“Sales Agreements”). The Company has a history of conducting debt and equity financings, including the receipt of net proceeds of approximately $80.5 million from the November 2026 Offering, $21.0 million from the July 2026 Offering, $16.1 million from the April 2026 Offering, $49.0 million from equity offerings during the year ended December 31, 2025, and the receipt of net proceeds of $1.1 million under Sales Agreements for both the nine months ended September 30, 2026 and year ended December 31, 2025. However, sufficient funding may not be available in the future, or if available, may be on terms that significantly dilute or otherwise adversely affect the rights of existing stockholders. If adequate funds are not available, the Company may need to delay, reduce the scope of or put on hold one or more of its clinical and/or preclinical programs.

The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital in the future and achieve profitable operations. The Company expects to continue to rely on outside sources of financing to meet its capital needs and may never achieve positive cash flow. In light of these factors, management believes that there is substantial doubt about the Company's ability to continue as a going concern beyond the fourth quarter of 2027. The Company's condensed consolidated financial statements as of and for the three and nine months ended September 30, 2026 do not include any adjustments that might result from the outcome of this uncertainty. The Company has evaluated subsequent events after the balance sheet date through the date it issued these condensed consolidated financial statements.

The Company is, and from time to time may in the future be, subject to various legal proceedings and claims arising in the ordinary course of business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal proceedings, including litigation, government investigations and enforcement actions, could result in material costs, occupy significant management resources and entail civil and criminal penalties, even if the Company ultimately prevails. Any of the foregoing consequences could result in serious harm to the Company’s business, results of operations and financial condition.

3. Critical Accounting Policies and Recently Issued Accounting Standards

Research and Development Expenses - Clinical Trial Accruals

The Company's activities have largely consisted of research and development efforts related to developing its proprietary device technology and DNA medicine candidates. For clinical trial expenses, judgments used in estimating accruals rely on estimates of total costs incurred based on participant enrollment, completion of studies and other events. Accrued clinical trial costs are subject to revisions as trials progress. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. Historically, revisions have not resulted in material changes to research and development expense; however, a modification in the protocol of a clinical trial or cancellation of a trial could result in a charge to the Company's results of operations.

There have been no material changes to the Company's significant accounting policies during the three and nine months ended September 30, 2026, as compared to those disclosed in the Annual Report.

Issued Accounting Pronouncements Not Yet Adopted

Accounting Standards Update (ASU) No. 2024-03. In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. These amendments are intended to provide more information about certain costs and expenses on an interim and annual basis. The amendments are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The new standards are expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

4. Short-term Investments and Fair Value Measurements

The following is a summary of available-for-sale securities as of September 30, 2026 and December 31, 2025:

*No single maturity date.

During the three and nine months ended September 30, 2026, the Company recorded gross realized gains on investments of $0 and $400, respectively, and gross realized losses on investments of $168,000 and $1.0 million, respectively. During the three and nine months ended September 30, 2025, the Company recorded gross realized gains on investments of $300 and $800, respectively, and gross realized losses on investments of $183,000 and $892,000, respectively. During the three and nine months ended September 30, 2026, the Company recorded net unrealized gains on available-for-sale equity securities of $129,000 and $303,000, respectively. During the three and nine months ended September 30, 2025, the Company recorded net unrealized gains on available-for-sale equity securities of $205,000 and $1.1 million, respectively. No material balances were reclassified out of accumulated other comprehensive loss for the three and nine months ended September 30, 2026 and 2025. Interest and dividends on investments classified as available-for-sale are included in interest income in the condensed consolidated statements of operations. As of September 30, 2026, the Company had 2 available-for-sale securities with an aggregate total unrealized loss of $28,000. Both of these securities had been in a loss position for longer than 12 months as of September 30, 2026.

The Company periodically reviews its portfolio of available-for-sale debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns. For the debt securities where the fair value of the investment is less than the amortized cost basis, the Company has assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment. Unrealized losses on available-for-sale debt securities as of September 30, 2026 were primarily due to changes in interest rates, and not due to increased credit risks associated with specific securities. Based on the credit quality of the available-for-sale debt securities that are in an unrealized loss position, and the Company’s estimates of future cash flows to be collected from those securities, the Company believes the unrealized losses are not credit losses. Accordingly, at September 30, 2026, the Company has not recorded an allowance for credit losses related to its available-for-sale debt securities.

The following table presents the Company’s assets and liabilities that were measured at fair value on a recurring basis, determined using the following inputs as of September 30, 2026:

The following table presents the Company’s assets and liabilities that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2025:

As of December 31, 2025, Level 1 assets consisted of mutual funds and the Company’s investment in its affiliated entity, Plumbline Life Sciences, Inc. (“PLS”), which was valued at $2.1 million based on the closing price of PLS's common stock on the Korea New Exchange Market at that date. See Note 9 for additional information. As of September 30, 2026, PLS is not included in the fair value table above because the Company reclassified its investment in PLS from Level 1 to Level 3 during the first quarter of 2026 and determined that the fair value of the investment was $0 as of September 30, 2026. Unrealized gains and losses on the Company's investment in affiliated entity are reported in the consolidated statement of operations as a gain or loss on investment in affiliated entity.

During the first quarter of 2026, trading of PLS’s common stock was suspended by the Korea New Exchange Market due to capital impairment, and PLS was subsequently granted an improvement period. Due to the trading suspension and the lack of observable market transactions, the Company determined that the market for PLS’s common stock was not active and that the last quoted market price was not indicative of fair value.

Accordingly, during the first quarter of 2026, the Company reclassified its investment in PLS from Level 1 to Level 3 within the fair value hierarchy. The Company estimated the fair value of the investment using a valuation approach incorporating significant unobservable inputs, including the investee’s financial condition, ongoing operating losses, limited revenue generation, reliance on external financing, and the risk of restructuring or delisting, as well as the potential for significant dilution to existing shareholders. Based on these factors, the Company determined that the fair value of its investment in PLS was $0 as of September 30, 2026.

Level 1 assets at September 30, 2026 consisted of mutual funds. Unrealized gains and losses on the Company's equity securities are reported in the consolidated statement of operations as unrealized gain or loss on available-for-sale equity securities.

Level 2 assets at September 30, 2026 consisted of certificates of deposit. Level 2 assets at December 31, 2025 consisted of certificates of deposit and U.S. agency mortgage-backed securities. These Level 2 assets are initially valued at the transaction price and subsequently valued, at the end of each reporting period, typically utilizing market observable data. The Company obtains the fair value of its Level 2 assets from a professional pricing service, which may use quoted market prices for identical or comparable instruments, or inputs other than quoted prices that are observable either directly or indirectly. The professional pricing service gathers quoted market prices and observable inputs from a variety of industry data providers. The valuation techniques used to measure the fair value of the Company's Level 2 financial instruments were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques. The Company validates the quoted market prices provided by the primary pricing service by comparing the service's assessment of the fair values of the Company's investment portfolio balance against the fair values of the Company's investment portfolio balance obtained from an independent source.

The Company held no Level 3 assets with a carrying value greater than $0 as of September 30, 2026 or December 31, 2025.

The following table presents the changes in the Company's Level 3 assets for the nine months ended September 30, 2026:

Level 3 liabilities held as of September 30, 2026 consisted of liabilities associated with the Warrants to purchase common stock issued in the Company's underwritten public offerings that closed in July 2026, April 2026, July 2025 and December 2024, respectively. Level 3 liabilities held as of December 31, 2025 consisted of liabilities associated with the Warrants to purchase common stock issued in the Company's underwritten public offerings that closed in July 2025 and December 2024, respectively. The Company has classified the common stock warrant liabilities as current liabilities on the condensed consolidated balance sheet because the warrants may be exercised at any time at the option of the holder, and the Company may be required to settle the warrant liabilities in cash upon the occurrence of certain fundamental transactions, which could occur within twelve months of the balance sheet date. See Note 6 for additional information about the liability-classified warrants.

The Company reassesses the fair value of the common stock warrant liabilities at each reporting date utilizing a Black-Scholes pricing model.

The following assumptions were used to estimate the fair value of the warrant liability of the July 2026 warrants:

The following assumptions were used to estimate the fair value of the warrant liability of the April 2026 Series A warrants:

The following assumptions were used to estimate the fair value of the warrant liability of the April 2026 Series B warrants:

The following assumptions were used to estimate the fair value of the warrant liability of the July 2025 Series B warrants:

The following assumptions were used to estimate the fair value of the warrant liability of the December 2024 warrants:

The following assumptions were used to estimate the fair value of the warrant liability of the July 2025 Series A warrants on December 31, 2025, which expired on March 31, 2026:

Changes in these assumptions as well as fluctuations in the Company's stock price between the valuation dates can have a significant impact on the fair value of the common stock warrant liability. Expected volatility was based on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that is representative of the Company’s expectations of future volatility over the expected term. Expected term is calculated based on the remaining contractual term of the July 2026, April 2026, July 2025 and December 2024 Warrants or best estimate of this term. The risk-free rate was based on the U.S. Treasury rate that corresponds to the expected term of the July 2026, April 2026, July 2025 and December 2024 Warrants.

During the three months ended March 31, 2026, the July 2025 Series A Warrants expired unexercised, resulting in their fair value being reduced to zero. As a result, and together with the change in the underlying valuation assumptions, the Company recorded an increase in fair value of the warrant liabilities of $26.9 million and $8.9 million on the condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2025, the Company recorded an increase in fair value of the warrant liability of $22.5 million and $20.7 million, respectively, on the condensed consolidated statement of operations.

Upon exercise of the July 2026, April 2026 Series A, April 2026 Series B, July 2025 Series B and December 2024 Warrants, the related warrant liability will be reclassified from liabilities to stockholders' equity immediately prior to exercise.

The following table presents the change in fair value of the Company’s total Level 3 financial liabilities for the nine months ended September 30, 2026:

5. Certain Balance Sheet Items

Prepaid and other current assets consisted of the following:

Accounts payable and accrued expenses consisted of the following:

(a) As of September 30, 2026, balance includes $39,000 of prepaid manufacturing expenses.

6. Stockholders’ Equity

The following is a summary of the Company's authorized and issued common and preferred stock as of September 30, 2026 and December 31, 2025:

Offering of Common Stock

On November 12, 2025, the Company closed the November 2025 Offering (see “Liquidity” in Note 2 above).

Offerings of Common Stock and Warrants

On July 31, 2026, the Company closed the July 2026 Offering (see “Liquidity” in Note 2 above).

In connection with the July 2026 Offering, the Company issued Warrants, the “July 2026 Warrants”, each with an initial exercise price per share of $1.10 per share (or $1.099 per Pre-Funded Warrant). The July 2026 Warrants are exercisable at any time, in whole or in part, and will expire on July 31, 2031. As the July 2026 Warrants are not indexed to the Company's common stock, the Company will record a liability for the July 2026 Warrants at fair value upon issuance on the Company's condensed consolidated balance sheet. The common stock warrant liability will be remeasured to fair value at the end of each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations. Upon issuance, the aggregate fair value of the warrant liability was approximately $21.1 million, which exceeded the gross proceeds received of approximately $20.0 million for the common stock and warrants and the overallotment option to purchase additional warrants. As a result, the Company recognized a non-cash charge of approximately $1.1 million within other expense during the three months ended September 30, 2026. The Company also recognized $2.0 million of offering costs, including commissions associated with the liability-classified warrants, in other expense upon issuance.

A holder of the July 2026 Warrants will not be entitled to exercise any portion of such July 2026 Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 4.99%,9.99% or 19.99% (or such other percentage that was elected by the holder prior to the issuance of the July 2026 Warrant) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If a holder holds less than 20% of the number of shares of Common Stock outstanding prior to giving effect to the issuance of shares issuable upon exercise, then, upon at least 61 days’ prior notice from such holder, subject to the terms of the July 2026 Warrants, such holder may increase or decrease such percentage to any other percentage not in excess of 19.99%. If the holder is not permitted to exercise a July 2026 Warrant for common stock due to the foregoing limitation, then the holder may exercise such July 2026 Warrant for an equivalent number of Pre-Funded Warrants with an exercise price of $0.001.

In addition, in certain circumstances, upon a fundamental transaction (as described in the July 2026 Warrants), a holder of July 2026 Warrants will be entitled to receive, upon exercise of the July 2026 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the July 2026 Warrants immediately prior to such fundamental transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation. In lieu of receiving such Common Stock in the fundamental transaction, the July 2026 Warrant holder may elect to have the Company or the successor entity purchase the holder’s July 2026 Warrant for its fair market value measured by the Black-Scholes method.

On April 6, 2026, the Company closed the April 2026 Offering (see “Liquidity” in Note 2 above).

In connection with the April 2026 Offering, the Company issued April 2026 Series A and April 2026 Series B Warrants, together the “April 2026 Warrants”, each with an initial exercise price per share of $1.40 per share (or $1.399 per Pre-Funded Warrant). The April 2026 Series A Warrants are exercisable at any time, in whole or in part, and will expire on April 6, 2027. The April 2026 Series B Warrants are exercisable at any time, in whole or in part, and will expire on April 6, 2031. As the April 2026 Warrants are not indexed to the Company's common stock, the Company will record a liability for the April 2026 Warrants at fair value upon issuance on the Company's condensed consolidated balance sheet. The common stock warrant liability will be remeasured to fair value at the end of each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations.

A holder of the April 2026 Warrants will not be entitled to exercise any portion of such April 2026 Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 4.99% (or, upon election by the holder prior to the issuance of the April 2026 Warrant,9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If a holder holds less than 20% of the number of shares of Common Stock outstanding prior to giving effect to the issuance of shares issuable upon exercise, then, upon at least 61 days’ prior notice from such holder, subject to the terms of the April 2026 Warrants, such holder may increase or decrease such percentage to any other percentage not in excess of 19.99%. If the holder is not permitted to exercise an April 2026 Series A Warrant or an April 2026 Series B Warrant for common stock due to the foregoing limitation, then the holder may exercise such April 2026 Warrant for an equivalent number of Pre-Funded Warrants with an exercise price of $0.001. In addition, in certain circumstances, upon a fundamental transaction (as described in the April 2026 Warrants), a holder of April 2026 Warrants will be entitled to receive, upon exercise of the April 2026 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the April 2026 Warrants immediately prior to such fundamental transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation. In lieu of receiving such Common Stock in the fundamental transaction, the April 2026 Warrant holder may elect to have the Company or the successor entity purchase the holder’s April 2026 Warrant for its fair market value measured by the Black-Scholes method.

On July 7, 2025, the Company closed the July 2025 Offering (see “Liquidity” in Note 2 above).

In connection with the July 2025 Offering, the Company issued 2025 Series A Warrants and 2025 Series B Warrants, together the “2025 Warrants”, each with an initial exercise price per share of $1.75 (or $1.749 per Pre-Funded Warrant). The 2025 Series A Warrants were exercisable at any time, in whole or in part, and were originally scheduled to expire on the date that is the earlier of (i) July 7, 2026 or (ii)30 days after the date on which the Company first publicly disclosed the U.S. Food and Drug Administration’s acceptance of a Biologic License Application for INO-3107. The 2025 Series A Warrants were subsequently amended on January 27, 2026 to extend their expiration date to March 31, 2026, and expired on that date. The 2025 Series B Warrants are exercisable at any time, in whole or in part, and will expire on July 7, 2030.

A holder of the 2025 Warrants will not be entitled to exercise any portion of such 2025 Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 4.99% (or, upon election by the holder prior to the issuance of the 2025 Warrant,9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If a holder holds less than 20% of the number of shares of Common Stock outstanding prior to giving effect to the issuance of shares issuable upon exercise, then, upon at least 61 days’ prior notice from such holder, subject to the terms of the 2025 Warrants, such holder may increase or decrease such percentage to any other percentage not in excess of 19.99%. If the holder is not permitted to exercise a 2025 Series A Warrant or a 2025 Series B Warrant for common stock due to the foregoing limitation, then the holder may exercise such 2025 Warrant for an equivalent number of Pre-Funded Warrants with an exercise price of $0.001. In addition, in certain circumstances, upon a fundamental transaction (as described in the 2025 Warrants), a holder of 2025 Warrants will be entitled to receive, upon exercise of the 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 2025 Warrants immediately prior to such fundamental transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation. In lieu of receiving such Common Stock in the fundamental transaction, the 2025 Warrant holder may elect to have the Company or the successor entity purchase the holder’s 2025 Warrant for its fair market value measured by the Black-Scholes method.

As the 2025 Warrants are not indexed to the Company’s common stock, the Company recorded a liability for the 2025 Warrants at fair value upon issuance on the Company's condensed consolidated balance sheet. The common stock warrant liability is remeasured to fair value at the end of each reporting period.

On December 16, 2024, the Company closed an underwritten public offering (the "December 2024 Offering"), relating to the issuance and sale of 10,000,000 shares of its common stock, par value $0.001 per share, and warrants to purchase 10,000,000 shares of common stock (the “December 2024 Warrants”), at an offering price of $3.00 per share and accompanying Warrant. The exercise price of the December 2024 Warrants is $3.76 per share. The net proceeds from the December 2024 Offering were $27.6 million, after deducting the underwriting discounts and commissions and offering expenses paid by the Company.

The December 2024 Warrants may be exercised at any time, in whole or in part, until expiration on December 16, 2029. As the December 2024 Warrants are not indexed to the Company’s common stock, the Company recorded a liability for the December 2024 Warrants at fair value upon issuance on the Company's consolidated balance sheet. The common stock warrant liability is remeasured to fair value at the end of each reporting period.

On April 18, 2024, the Company closed an underwritten registered direct offering (the “April 2024 Offering”), relating to the issuance and sale of 2,536,258 shares (the “Shares”) of its common stock, par value $0.001 per share, at a price of $7.693 per share and pre-funded warrants to purchase up to 2,135,477 shares of common stock (the “April 2024 Pre-Funded Warrants”) at a price of $7.692 per April 2024 Pre-Funded Warrant, which represents the per share price for the Shares less the $0.001 per share exercise price for each April 2024 Pre-Funded Warrant. The net proceeds from the April 2024 Offering were $33.2 million, after deducting the underwriting discounts and commissions and offering expenses paid by the Company.

In July 2025, all of the 2,135,477 April 2024 Pre-Funded Warrants were exercised in full, with proceeds to the Company of $2,000.

Common Stock Warrants

The following table summarizes the common stock warrants outstanding as of September 30, 2026 and December 31, 2025:

(1) The 2025 Series A Warrants were originally scheduled 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 13,564,288 outstanding 2025 Series A Warrants to extend the expiration date from January 28, 2026 to March 31, 2026. All such warrants remained unexercised and expired on March 31, 2026 in accordance with their amended terms.

As of September 30, 2026,3,625,738 July 2026 Warrants had been exercised, with proceeds to the Company of $4.0 million.

As of September 30, 2026, no April 2026 Warrants had been exercised.

As of December 31, 2025,721,427 of the July 2025 Series A Warrants had been exercised, with proceeds to the Company of $1.3 million. The July 2025 Series A Warrants expired on March 31, 2026.

As of September 30, 2026 and December 31, 2025, no July 2025 Series B Warrants had been exercised.

As of September 30, 2026 and December 31, 2025, no December 2024 Warrants had been exercised.

At-The-Market Sales Agreements

On August 13, 2024, the Company entered into an Equity Distribution Agreement (the "2024 Sales Agreement") with an outside sales agent (the "Sales Agent") for the offer and sale of its 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 the Company has provided the Sales Agent with certain indemnification rights.

During the nine months ended September 30, 2026, the Company sold 667,074 shares of its 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 nine months ended September 30, 2025, the Company sold 518,670 shares of its 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 September 30, 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.

Stock Options and Restricted Stock Units

The Board of Directors adopted the 2023 Omnibus Incentive Plan on March 24, 2023. The Board subsequently approved amendments and restatements of the 2023 Omnibus Incentive Plan on February 27, 2025 and March 4, 2026, which included increases to the number of shares available for issuance by 2,200,000 and 8,000,000 shares, respectively (as amended and restated, the "2023 Plan"). The 2023 Plan was approved by stockholders on May 16, 2023, and the amended and restated 2023 Plan was subsequently approved by stockholders on May 20, 2025 and May 20, 2026. Under the 2023 Plan, the Company may grant stock options, restricted stock awards, restricted stock units ("RSUs") and other stock-based awards or short-term cash incentive awards to employees, directors and consultants.

The aggregate number of shares of the Company’s common stock that may be issued under the 2023 Plan will not exceed the sum of 11,366,666 shares plus any shares that may return from time to time from the 2016 Omnibus Incentive Plan (as amended, the “2016 Plan”) as a result of expirations, terminations or forfeitures of awards outstanding under the 2016 Plan as of May 16, 2023. At September 30, 2026, the Company had 6,834,021 shares of common stock available for future grant under the 2023 Plan,1,695,194 shares underlying outstanding RSUs and 2,721,498 shares underlying options outstanding to purchase common stock under the 2023 Plan. The awards granted and available for future grant under the 2023 Plan generally vest over three years and have a maximum contractual term often years. The 2023 Plan terminates by its terms on March 4, 2036.

Following adoption of the 2023 Plan, no further awards may be made under the 2016 Plan, but outstanding awards continue to be governed by their existing terms. At September 30, 2026, the Company hadno shares underlying outstanding but unvested RSUs and options outstanding to purchase 869,684 shares of common stock under the 2016 Plan. The outstanding awards granted under the 2016 Plan generally vest over three years and have a maximum contractual term often years.

On June 24, 2022, the Company's board of directors adopted a stock-based incentive plan (the "2022 Inducement Plan"), which provides for the discretionary grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards, and other awards to individuals as a material inducement to entering into employment with the Company. The aggregate number of shares of the Company’s common stock that may be issued under the 2022 Inducement Plan will not exceed 166,666 shares. At September 30, 2026, the Company had 67,061 shares of common stock available for future grant under the 2022 Inducement Plan,3,750 shares underlying outstanding but unvested RSUs and options outstanding to purchase 73,451 shares of common stock under the 2022 Inducement Plan. The 2022 Inducement Plan can be terminated by the Company's board of directors at any time.

The Amended and Restated 2007 Omnibus Incentive Plan (the "2007 Incentive Plan") was adopted on March 31, 2007 and terminated by its terms on March 31, 2017. At September 30, 2026, the Company had options outstanding to purchase 9,895 shares of common stock under the 2007 Incentive Plan. The outstanding awards granted under the 2007 Incentive Plan are fully vested and generally have a maximum contractual term often years.

7. Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per share is calculated in accordance with the treasury stock method for the outstanding Warrants, stock options and restricted stock units ("RSUs") and reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted to common stock. The calculation of diluted net loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the options or other securities and the presumed exercise of such securities are dilutive to net loss per share for the period, an adjustment to net loss used in the calculation is required to remove the change in fair value of such securities from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any. For the three and nine months ended September 30, 2026 and 2025, basic and diluted net loss per share were the same, as the assumed exercise or settlement of common stock warrants, stock options, service-based RSUs and performance-and market-based RSUs would have been anti-dilutive.

The following table summarizes potential shares of common stock that were excluded from the diluted net loss per share calculation because of their anti-dilutive effect:

8. Stock-Based Compensation

The Company incurs stock-based compensation expense related to service-based RSUs, performance-based RSUs and stock options. The fair value of restricted stock is determined by the closing price of the Company's common stock reported on the Nasdaq Capital Market on the date of grant. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of subjective assumptions, including the expected stock price volatility and expected option life. The Company amortizes the fair value of the awards on a straight-line basis over the requisite vesting period of the awards. Expected volatility is based on historical volatility. The expected life of options granted is based on historical expected life. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield is based on the fact that no dividends have been paid historically and none are currently expected to be paid in the foreseeable future. The Company recognizes forfeitures as they occur.

The weighted average assumptions used in the Black-Scholes model for option grants to employees and directors are presented below:

Total employee and director stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 was $842,000 and $2.3 million, respectively, of which $310,000 and $885,000, respectively, was included in research and development expenses, and $532,000 and $1.4 million, respectively, was included in selling, general and administrative expenses. Total employee and director stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 was $742,000 and $2.9 million, respectively, of which $300,000 and $1.2 million, respectively, was included in research and development expenses, and $442,000 and $1.7 million, respectively, was included in selling, general and administrative expenses.

At September 30, 2026, there was $2.3 million of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years.

The weighted average grant date fair value per share, calculated using the Black-Scholes option pricing model, was $0.75 and $1.27 for employee and director stock options granted during the three and nine months ended September 30, 2026, respectively, and $1.93 and $1.66 for the three and nine months ended September 30, 2025, respectively.

At September 30, 2026, there was $2.3 million of total unrecognized compensation expense related to unvested service-based RSUs, which is expected to be recognized over a weighted-average period of 1.9 years.

The weighted average grant date fair value per share was $1.63 for service-based RSUs granted during the nine months ended September 30, 2026, and $2.02 for the nine months ended September 30, 2025. No service-based RSUs were granted during the three months ended September 30, 2026 or 2025.

The fair value of stock options granted to non-employees was estimated using the Black-Scholes pricing model. Total stock-based compensation expense for stock options and RSUs granted to non-employees for the three and nine months ended September 30, 2026 was $26,000 and $52,000, respectively. Total stock-based compensation expense for stock options and RSUs granted to non-employees for the three and nine months ended September 30, 2025 was $15,000 and $62,000, respectively.

Performance-and Market-Based RSUs

In May 2024, the Company granted performance- and market-based RSUs (such performance-based grants, the "PSU Awards") to key employees under the 2023 Plan. Each PSU was expressed as a target number of RSUs. With respect to the PSU Awards, the Company's Board of Directors established specified performance goals and corresponding performance periods over which the goals must be attained, the satisfaction of which are conditions to earning the PSU Awards and vesting of the underlying RSUs. As of September 30, 2026,58,660 of these May 2024 performance- and market-based RSUs were outstanding. As of September 30, 2026, an additional 8,750 performance-based RSUs and stock-options granted to employees remained outstanding.

Of the target number of RSUs underlying each PSU Award, up to 70% (the "Milestone-based RSUs") will vest based on the achievement of specified milestones relating to the development, regulatory status and commercialization of the Company’s lead product candidate INO-3107 (each, a "Milestone," and collectively, the "Milestones"). Each Milestone has a specified deadline for achievement ranging between the end of 2025 and the end of 2027. As of September 30, 2026,25,140, or 30% of the Milestone-based RSUs expired unvested.

The remaining 30% of the target number of RSUs underlying each PSU Award (the "Market-based RSUs") will be eligible to vest based on the Company’s achievement of total stockholder return relative to a peer group consisting of companies in the Russell 2000 Biotechnology Subsector index (the “Relative TSR”) over the period beginning on June 1, 2024 and ending on December 31, 2027 (the “Performance Period”), expressed as a percentile ranking.

The number of Market-based RSUs, if any, actually earned based on the achievement of the Relative TSR goal may range from 50% of the target number of RSUs for performance at a specified threshold percentile, to 100% of the target number of RSUs for performance at the target percentile, and up to 150% of the target number of RSUs for performance at or above a specified maximum percentile. In the event that actual Relative TSR performance is between the threshold and target levels or between the target and maximum levels, the number of RSUs earned based on Relative TSR will be determined based on linear interpolation between the specified percentiles. If the Company’s actual Relative TSR performance is below the threshold percentile, then no RSUs would be earned based on Relative TSR. The number of RSUs earned based on Relative TSR may not exceed the target number of RSUs eligible to vest based on Relative TSR if the Company’s total stockholder return is negative for the Performance Period.

The Company values the Milestone-based RSUs based on the grant date closing price per share. The Company recognizes stock-based compensation expense over the performance period, if it is probable that the performance condition will be achieved. Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in the Company's estimate of the number of units that are probable of vesting.

The Company values the Market-based RSUs on the grant date using the Monte Carlo simulation method, a generally accepted statistical technique used to simulate a range of possible future stock prices for the Company and the peer group. The determination of fair value is affected by the Company's stock price and a number of assumptions including the expected volatility and the risk-free interest rate. The Company will recognize stock-based compensation expense ratably over the performance period of the award. The market-based RSUs will cliff-vest at the end of thethree-year period ranging from zero percent to 150 percent of the target number of awards granted.

The significant assumptions used in the Monte Carlo simulation method were as follows:

The grant date fair value of the Milestone-based RSUs was $643,000 based on the grant date closing price per share of $10.96. As of September 30, 2026, the underlying performance milestones of the Milestone-based RSUs were determined to be not probable of achievement, andno stock-based compensation expense was recognized for the nine months then ended.

The grant date fair value of the Market-based RSUs was $269,000 based on the fair value of $10.69 per share as determined using the Monte Carlo simulation method. For both the three and nine months ended September 30, 2026 and 2025, the Company recognized $19,000 and $57,000, respectively, in stock-based compensation for the Market-based RSUs.

9. Related Party Transactions

Plumbline Life Sciences, Inc.

The Company owned 597,808 shares of common stock in PLS as of September 30, 2026, representing an ownership interest of 14.5%. The Company's investment in PLS is recorded as investment in affiliated entity on the condensed consolidated balance sheet and was valued at$0 and$2.1 million, as of September 30, 2026 and December 31,2025, respectively. The value as of December 31, 2025 wasbased on the closing price of the shares on the Korea New Exchange Market at the balance sheet date.

In February 2026, trading of PLS’s common stock was suspended by the Korea New Exchange Market due to capital impairment, and PLS was subsequently granted an improvement period. Due to the trading suspension and the lack of observable market transactions, the Company determined that the market for PLS’s common stock was not active and that the quoted market price was not indicative of fair value. Accordingly, as of September 30, 2026, the Company estimated the fair value of its investment in PLS using a valuation approach based on significant unobservable inputs and concluded that the fair value of the investment was $0. See Note 4 for additional information.

One of the Company's directors, Dr. David B. Weiner, acts as a consultant to PLS.

The Wistar Institute

Dr. Weiner is a director of the Vaccine Center of The Wistar Institute ("Wistar") and an Executive Vice President of Wistar.

In 2016, the Company entered into collaborative research agreements with Wistar for preventive and therapeutic DNA-based immunotherapy applications and products developed by Dr. Weiner and Wistar for the treatment of cancers and infectious diseases. Under the terms of the agreement, the Company reimbursed Wistar for all direct and indirect costs incurred in the conduct of the collaborative research, not to exceed $3.1 million during thefive-year term of the agreements. In 2021, upon expiration of the 2016 agreements, the Company entered into new collaborative research agreements with Wistar with the same terms. The Company has the exclusive right to in-license new intellectual property developed under this agreement.

In 2020, the Company received a sub-grant through Wistar for the preclinical development and translational studies of DNA-Encoded Monoclonal Antibodies (DMAbs) as countermeasures for COVID-19 for a total of $12.5 million in funding through September 2025.

In 2022, the Company received a $1.2 million sub-grant through Wistar, which was amended in 2024 to $2.4 million, in 2025 to $2.6 million, and in March 2026 to $5.6 million, with funding through November 2026, with an option for an additional $1.0 million in funding that extends the sub-grant through November 2027. The Company will support the Wistar lead consortium in the research and development of synthetic DNA-launched nanoparticles (DLNPs) for vaccination against HIV infection.

Deferred grant funding recognized from Wistar and recorded as contra-research and development expense is related to work performed by the Company on the research sub-contract agreements. For the three and nine months ended September 30, 2026, the Company recorded $34,000 and $115,000, respectively, as contra-research and development expense from Wistar. For the three and nine months ended September 30, 2025, the Company recorded $220,000 and $821,000, respectively, as contra-research and development expense from Wistar.

Research and development expenses recorded from Wistar relate primarily to collaborative research agreements and patents. Research and development expenses recorded from Wistar for the three and nine months ended September 30, 2026 was $52,000 and $195,000, respectively. Research and development expenses recorded from Wistar for both the three and nine months ended September 30, 2025 was $63,000 and $135,000, respectively. At September 30, 2026 and December 31, 2025, the Company had a prepaid expense and other assets balance of $28,000 and $38,000, respectively, an accounts payable and accrued liability balance of $0 and $74,000, respectively, and a deferred grant funding balance of $1.4 million and $0, respectively, related to Wistar.

10. Commitments and Contingencies

Leases

The Company leases approximately 56,600 square feet of office, laboratory, and manufacturing space in San Diego, California and approximately 57,400 square feet of office space in Plymouth Meeting, Pennsylvania under various non-cancellable operating lease agreements with remaining lease terms as of September 30, 2026 of 8 months to 3.3 years, which represent the non-cancellable periods of the leases. The Company has excluded the extension options from its lease terms in the calculation of future lease payments as they are not reasonably certain to be exercised. The Company's lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms as well as payments for common area maintenance and administrative services. The Company has received customary incentives from its landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases.

The base rent adjusts periodically throughout the term of the lease. Rent payments under the lease will include base rent with an annual increase of approximatelytwo tothree percent, and additional monthly fees to cover the Company's share of certain facility expenses, including utilities, property taxes, insurance and maintenance.

The Company performed an evaluation of its contracts with customers and suppliers in accordance with ASC Topic 842 and determined that, except for the real estate leases described above and various copier leases, none of its other contracts contain a right-of-use asset.

Operating lease right-of-use assets and liabilities on the condensed consolidated balance sheet represents the present value of the remaining lease payments over the remaining lease terms. Payments for additional monthly fees to cover the Company's share of certain facility expenses are not included in operating lease right-of-use assets and liabilities. The Company uses its incremental borrowing rate to calculate the present value of its lease payments, as the implicit rates in the leases are not readily determinable.

As of September 30, 2026, the maturities of the Company's operating lease liabilities were as follows:

Lease costs included in operating expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 were $626,000 and $1.9 million, respectively. Lease costs included in operating expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 were $584,000 and $1.7 million, respectively. Operating lease costs consisting of the fixed lease payments included in operating lease liabilities are recorded on a straight-line basis over the lease terms. Variable lease costs are recorded as incurred.

As of September 30, 2026, the Company hasfour active subleases for a total of approximately 25,000 square feet in its Plymouth Meeting headquarters withtwo sublease periods through December 31, 2026, one through December 31, 2027 andone through December 31, 2029.

In the normal course of business, the Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of the Company's obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these types of agreements have not had a material effect on its business, consolidated results of operations or financial condition.

Legal Proceedings

VGXI Litigation

On June 3, 2020, the Company filed a complaint in the Court of Common Pleas of Montgomery County, Pennsylvania against VGXI, Inc. and GeneOne Life Science, Inc., or GeneOne, collectively referred to as “VGXI”, alleging that VGXI materially breached the Company’s supply agreement. The complaint seeks declaratory judgments, specific performance of the agreement, injunctive relief, an accounting, damages, attorneys’ fees, interest, costs and other relief from VGXI. On July 7, 2020, VGXI filed an answer, new matter and counterclaims against the Company, alleging that the Company breached the supply agreement, as well as misappropriation of trade secrets and unjust enrichment. On September 9, 2026, the Court entered judgment in favor of the Company on its claims, and entered judgment against VGXI on its counterclaims, and on October 19, 2026, awarded the Company $61.8 million in compensatory damages and $18.7 million in fees and costs. As of the date of this Quarterly Report, the Company has not recognized a gain related to the judgment because realization remains highly uncertain due to the Company's ability to collect the amounts awarded given the uncertainty regarding VGXI's financial condition and its ability to satisfy the judgment. Accordingly, no amounts related to the judgment have been recorded in the accompanying condensed consolidated financial statements. The Company will evaluate recognition of any recovery as additional information regarding realization of the judgment becomes available.

Securities Litigation

On February 6, 2026, a purported shareholder class action complaint, Carlson v. Inovio Pharmaceuticals, Inc., Jacqueline Shea, and Peter Kies, was filed in the United States District Court for the Eastern District of Pennsylvania, naming the Company, Jacqueline Shea, the Company’s Chief Executive Officer, and Peter Kies, the Company’s Chief Financial Officer, as defendants. The lawsuit alleges that the Company made materially false and misleading statements regarding its submission to the FDA and the FDA’s review timeline for the Biologics License Application for INO-3107 in its public disclosures in violation of certain federal securities laws. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On April 7, 2026, five members of the putative class filed motions for appointment as lead plaintiff and approval of selection of lead counsel. On June 3, 2026, the Court entered an order extending Defendants’ time to respond to the complaint until after the appointment of lead plaintiff and approval of lead counsel and after the filing of an amended complaint by the lead plaintiff. On July 27, 2026, the Court appointed lead plaintiff and approved the selection of lead counsel. The lead plaintiff filed an amended complaint on September 24, 2026. The defendants must file their motion to dismiss the amended complaint on or before November 23, 2026, and the lead plaintiff’s opposition to the motion to dismiss must be filed on or before January 22, 2027.

Four purported shareholder derivative complaints, Shin v. Shea, et al., Pepito v. Shea, et al., Panes v. Shea, et al., and Ghahremani v. Shea, et al. were filed in federal court the United States District Court for the Eastern District of Pennsylvania on March 5, 2026, March 16, 2026, May 1, 2026, and May 27, 2026 respectively. On August 27, 2026, the Court ordered the plaintiffs to show cause why these derivative actions should not be consolidated and stayed pending the resolution of the securities class action Carlson v. Inovio. The plaintiffs responded to the order to show cause on September 10, 2026. The Court has not yet ruled on a potential consolidation and stay. A fifth purported shareholder derivative complaint, Andrews v. Shea, et al., was filed in the United States District Court for District of Delaware on July 22, 2026, but was subsequently voluntarily dismissed on August 17, 2026. The remaining four actions name Jacqueline Shea, the Company’s Chief Executive Officer, Peter Kies, the Company’s Chief Financial Officer, andseven current directors as defendants. The lawsuits assert state and federal claims and are based on the same alleged misstatements as the shareholder class action complaint. The lawsuits accuse the Company’s board of directors of failing to exercise reasonable and prudent supervision over the Company’s management, policies, internal controls and operations. The plaintiffs seek unspecified monetary damages on behalf of the Company as well as governance reforms.

The Company intends to defend all actions vigorously.

Other Matters

From time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of its business. Any of these claims could subject the Company to costly legal expenses and, while the Company generally believes that it has adequate insurance to cover many different types of liabilities, its insurance carriers may deny coverage or its policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the Company's consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage the Company's reputation and business. Except as described above, the Company is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would be reasonably expected to have a material adverse effect on the Company’s consolidated results of operations or financial position.

11. Collaborative and Research Agreements

ApolloBio Corporation

In 2017, the Company entered into an Amended and Restated License and Collaboration Agreement (the "ApolloBio Agreement"), with ApolloBio Corporation ("ApolloBio"), which was amended in June 2023. Under the terms of the ApolloBio Agreement, the Company granted to ApolloBio the exclusive right to develop and commercialize VGX-3100, its DNA immunotherapy product candidate designed to treat pre-cancers caused by HPV, within the agreed upon territories.

The Company is entitled to receive up to an aggregate of $20.0 million, less required income, withholding or other taxes, upon the achievement of specified milestones related to the regulatory approval of VGX-3100 in accordance with the ApolloBio Agreement. In the event that VGX-3100 is approved for marketing, the Company will be entitled to receive royalty payments based on a tiered percentage of annual net sales, with such percentage being in the low- to mid-teens, subject to reduction in the event of generic competition in a particular territory. ApolloBio’s obligation to pay royalties will continue for 10 years after the first commercial sale in a particular territory or, if later, until the expiration of the last-to-expire patent covering the licensed products in the specified territory.

No revenue was recorded from the ApolloBio Agreement during the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company received $0 and $65,000, respectively, from the ApolloBio Agreement that was recorded as revenue.

Research Agreement

In July 2026, the Company entered into a research agreement to conduct a defined preclinical research program. Revenue associated with the arrangement is recognized over time as the Company satisfies its performance obligations. During the three and nine months ended September 30, 2026, the Company recorded $299,000 as revenue under the research agreement.

12. Income Taxes

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

For the nine months ended September 30, 2026 and 2025, the Company did not record any income tax provision/(benefit) due to the Company’s history of net operating losses generated and the maintenance of a full valuation allowance against its net deferred tax assets.

13. Geneos Therapeutics, Inc.

In 2016, the Company formed Geneos Therapeutics (“Geneos”) to develop and commercialize neoantigen‑based personalized cancer therapies. The Company’s Chief Scientific Officer, Dr. Laurent Humeau, serves on the Board of Directors of Geneos, and the Company’s director, Dr. David B. Weiner, serves as Chairman of Geneos’ Scientific Advisory Board. The Company continues to exclusively license its immunotherapy platform and CELLECTRA® technology to Geneos for use in the field of personalized, neoantigen‑based cancer therapies. The exclusive license agreement provides for potential royalty payments to the Company upon the commercialization of licensed products by Geneos.

As of September 30, 2026 and December 31, 2025, the Company held approximately 9% and 23%, respectively, of the outstanding equity interests of Geneos on an as-converted to common stock basis. The decrease in the Company's ownership interest resulted from the issuance of preferred equity securities by Geneos to third-party investors during the first quarter of 2026, in which the Company did not participate.

The Company evaluated the impact of the ownership dilution and the preferred equity financing under the guidance in ASC 323. Notwithstanding the reduction in the Company's ownership interest to below 20%, the Company determined that it retains the ability to exercise significant influence over Geneos based on the following qualitative factors: (i) the Company holds a seat on the Board of Directors of Geneos through its Chief Scientific Officer; (ii) the Company participates substantively in Geneos’ scientific and strategic decision-making through its ongoing research and development activities; and (iii) the Company maintains an exclusive licensing relationship with Geneos that is integral to Geneos’ operations. Accordingly, the Company continues to account for its investment in Geneos as an equity method investment under ASC 323.

Due to Geneos' continuing net losses, the carrying value of the Company’s investment in Geneos was $0 as of September 30, 2026 and December 31, 2025. In accordance with ASC 323‑10‑35‑20, the Company has not recorded its share of Geneos’ losses in excess of its investment balance, as the Company has no obligation, whether explicit or implicit, to provide additional financial support to Geneos and has not committed to fund Geneos’ future operations. Summarized financial information for Geneos has not been presented, as the Company's investment in Geneos is not material to the Company's consolidated financial position or results of operations.

14. Segment Information

The Company operates asone reportable segment in the United States, which includes all activities related to the development and commercialization of its DNA medicines to help treat and protect people from HPV-associated diseases, cancer and infectious diseases.

The Company's Chief Executive Officer (CEO) is its Chief Operating Decision Maker (CODM), responsible for allocating resources and assessing Company performance using aggregated financial information. Utilizing aggregated financial information enables the CODM to determine the most appropriate resource allocation across the organization, research and development projects or other initiatives consistent with the Company's corporate objectives. The CODM primarily uses total net loss as reported on the statements of operations and comprehensive loss to measure segment loss, supplemented by certain additional significant expense details reflected in the table below. The measure of segment assets is reported on the consolidated balance sheet as total assets.

Detailed information regarding the Company's single operating segment's revenues, expenses and operating loss are as follows:

(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.

15. Subsequent Events

On October 30, 2026, the FDA approved VOCERYQ (formerly INO-3107), in combination with CELLECTRA, under its accelerated approval program to reduce the frequency of surgery in adults with RRP.

On November 9, 2026, the Company closed an underwritten public offering (the “November 2026 Offering”) relating to the issuance and sale of 69,461,520 shares of its common stock, par value $0.001 per share, including 10,714,285 shares issued pursuant to the underwriters' full exercise of their option to purchase additional shares at the initial closing, at a public offering price of $1.05 per share, and pre-funded warrants to purchase up to 12,681,337 shares of its common stock at a public offering price of $1.049 per pre-funded warrant. The net proceeds to the Company from the November 2026 Offering were approximately $80.5 million, after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Each pre-funded warrant issued in the November 2026 Offering has an initial exercise price of $0.001 per share, subject to adjustment, and is exercisable at any time until exercised in full. Exercise is subject to beneficial ownership limitations set forth in the pre-funded warrants.

Subsequent to September 30, 2026 and through November 9, 2026, the Company received aggregate proceeds of approximately $10.9 million from the exercise of warrants, consisting of $3.9 million from the exercise of 3,521,000 Warrants issued in the July 2026 Offering, $1.0 million from the exercise of 714,286 Series A Warrants issued in the April 2026 Offering, and $6.0 million from the exercise of 3,428,571 Warrants issued in the July 2025 Offering. See “Liquidity” in Note 2 for additional information regarding these offerings.