INOVIO PHARMACEUTICALS, INC.

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 amount 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, and seven 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 its management, policies, internal controls and operations. The plaintiffs seek unspecified monetary damages on behalf of the Company as well as governance reforms.

We intend to defend all actions vigorously.