v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
The following is a summary of the Company's authorized and issued common and preferred stock as of March 31, 2026 and December 31, 2025:
   Outstanding as of
 AuthorizedIssuedMarch 31, 2026December 31, 2025
Common Stock, par value $0.001 per share
600,000,000 69,773,237 69,773,237 68,996,647 
Series C Preferred Stock, par value $0.001 per share
1,091 1,091 9 9 

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 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 2026 Series A and 2026 Series B Warrants, together the “2026 Warrants”, each with an initial exercise price per share of $1.40 per share (or $1.399 per Pre-Funded Warrant). The 2026 Series A Warrants are exercisable at any time, in whole or in part, and will expire on April 6, 2027. The 2026 Series B Warrants are exercisable at any time, in whole or in part, and will expire on April 6, 2031. As the 2026 Warrants are not indexed to the Company's common stock, the Company will record a liability for the 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 2026 Warrants will not be entitled to exercise any portion of such 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 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 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 2026 Series A Warrant or a 2026 Series B Warrant for common stock due to the foregoing limitation, then the holder may exercise such 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 2026 Warrants), a holder of 2026 Warrants will be entitled to receive, upon exercise of the 2026 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 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 2026 Warrant holder may elect to have the Company or the successor entity purchase the holder’s 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 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 March 31, 2026 and December 31, 2025:
As of March 31, 2026As of December 31, 2025
Issued in Connection With:Exercise PriceExpiration
Date		Number of
Warrants		Common Stock Warrant LiabilityNumber of
Warrants		Common Stock Warrant Liability
December 2024 Offering$3.76 December 16, 202910,000,000 $8,305,196 10,000,000 $8,967,794 
July 2025 Offering - Series A$1.75 (1)— — 13,564,288 3,294,975 
July 2025 Offering - Series B$1.75 July 7, 203014,285,715 16,624,263 14,285,715 16,804,393 
Total24,285,715 $24,929,459 37,850,003 $29,067,162 

(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 March 31, 2026 and December 31, 2025, 721,427 of the Series A Warrants issued in the July 2025 Offering had been exercised, with proceeds to the Company of $1.3 million. No 2025 Series B Warrants had been exercised.
As of March 31, 2026 and December 31, 2025, no Warrants issued in the December 2024 Offering 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 three months ended March 31, 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 three months ended March 31, 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 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.
Stock Options and Restricted Stock Units
The Board of Directors adopted the 2023 Omnibus Incentive Plan on March 24, 2023, and subsequently approved an amendment and restatement of the 2023 Plan on February 27, 2025, which included an increase in the number of shares available for issuance of 2,200,000 shares (as amended and restated, the “2023 Plan”), pursuant to which 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 2023 Plan was originally approved by stockholders on May 16, 2023. The amendment and restatement to the plan was approved by stockholders on May 20, 2025. 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 3,366,666 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 March 31, 2026, the Company had 6,688 shares of common stock available for future grant under the 2023 Plan, 1,227,643 shares underlying outstanding RSUs and 2,061,115 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 of ten years. The 2023 Plan terminates by its terms on February 27, 2035.
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 March 31, 2026, the Company had 37,688 shares underlying outstanding but unvested RSUs and options outstanding to purchase 887,799 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 of ten 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 March 31, 2026, the Company had 67,061 shares of common stock available for future grant under the 2022 Inducement Plan, 7,499 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 March 31, 2026, the Company had options outstanding to purchase 14,631 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 of ten years.