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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2024
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders’ Equity Preferred Stock
|  |  |  |  | Shares Outstanding as of December 31,
| Shares Authorized |  | Shares Issued |  | 2024 |  | 2023
Series C Preferred Stock, par $0.001 | 1,091 |  |  | 1,091 |  |  | 9 |  |  | 9 |
The holder of a share or shares of Series C preferred stock has the right at any time, at such holder’s option, to convert all or any lesser portion of such holder’s shares of the preferred stock into fully paid and non-assessable shares of common stock. As of December 31, 2024, the conversion value w as $326.40 per share, such that the outstanding shares of Series C preferred stock were convertible into an aggregate of 275 shares of common stock. Offerings of Common Stock and Warrants On December 16, 2024, the Company closed the December 2024 Offering (see “Basis of Presentation and Liquidity” in Note 2 above). Each Warrant issued in the December 2024 Offering has an initial exercise price per share of $3.76, subject to certain adjustments. The Warrants may be exercised at any time, in whole or in part, until expiration on December 16, 2029. In the event there is no effective registration statement covering the shares of common stock underlying a Warrant exercise, the Warrants may be exercised via cashless exercise. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 4.99% (or, for certain holders who so elected prior to the issuance of the Warrants, 9.99%) of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% upon 61 days’ notice to the Company subject to the terms of the Warrants. As the Warrants are not indexed to the Company’s common stock, the Company recorded a liability for the 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. As of December 31, 2024, no Warrants issued in the December 2024 Offering had been exercised. On April 18, 2024, the Company closed the April 2024 Offering (see “Basis of Presentation and Liquidity” in Note 2 above). Each Pre-Funded Warrant issued in the April 2024 Offering has an initial exercise price per share of $0.001, subject to certain adjustments. The Pre-Funded Warrants may be exercised at any time until exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants. As the Pre-Funded Warrants issued in the April 2024 Offering are indexed to the Company's own shares of common stock (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the Pre-Funded Warrants as additional paid-in capital on the Company's condensed consolidated balance sheet as of December 31, 2024. As of December 31, 2024, no Pre-Funded 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 year ended December 31, 2024, the Company sold 133,900 shares of its common stock under the 2024 Sales Agreement. The sales were made at a weighted average price of $7.02 per share, resulting in aggregate net proceeds of $925,000. As of December 31, 2024, there was $59.1 million of remaining capacity under the 2024 Sales Agreement. On November 9, 2021, the Company entered into an ATM Equity Offering Sales Agreement (the “2021 Sales Agreement”) with outside sales agents for the offer and sale of its common stock for an aggregate offering price of up to $300.0 million. The 2021 Sales Agreement provides that the sales agents were entitled to compensation in an amount equal to up to 3.0% of the gross sales proceeds of any common stock sold under the 2021 Sales Agreement. During the three months ended March 31, 2024, the Company sold 543,620 shares of its common stock under the 2021 Sales Agreement at a weighted average price of $9.76 per share, resulting in aggregate net proceeds of $5.2 million. During the year ended December 31, 2023, the Company sold 875,305 shares of its common stock under the 2021 Sales Agreement at a weighted average price of $6.33 per share, resulting in aggregate net proceeds of $5.5 million. The 2021 Sales Agreement was terminated in August 2024 in connection with the entry into the 2024 Sales Agreement described above. Other Issuances of Common Stock During the three months ended March 31, 2023, the Company issued 760,083 shares of common stock pursuant to a securities class action litigation settlement, as described in Note 11. Stock Options and Restricted Stock Units The Board of Directors adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) on March 24, 2023, pursuant to which the Company may grant stock options, restricted stock awards, RSUs and other stock-based awards or short-term cash incentive awards to employees, directors and consultants. The 2023 Plan was approved by stockholders on May 16, 2023. 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 1,166,666 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 December 31, 2024, the Company had 800,526 shares of common stock available for future grant under the 2023 Plan, 188,082 shares underlying outstanding but unvested RSUs and 282,579 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 March 24, 2033. 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 December 31, 2024, the Company had 129,000 shares underlying outstanding but unvested RSU and options outstanding to purchase 904,669 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 December 31, 2024 the Company had 84,328 shares of common stock available for future grant under the 2022 Inducement Plan, 20,829 shares underlying outstanding but unvested RSUs and options outstanding to purchase 53,684 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 December 31, 2024, the Company had options outstanding to purchase 96,296 shares of common stock under the 2007 Incentive Plan. The awards granted under the 2007 Incentive Plan generally vested over three years and have a maximum contractual term of ten years. Total employee and director stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2024 and 2023 was $6.4 million and $10.4 million, respectively, of which $2.8 million and $4.5 million was included in research and development expenses and $3.6 million and $5.9 million was included in general and administrative expenses, respectively. At December 31, 2024 and 2023, there was $2.1 million and $4.3 million, respectively, of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.5 years and 1.3 years, respectively. At December 31, 2024 and 2023, there was $2.0 million and $3.5 million, respectively, of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.6 years and 1.5 years, respectively. 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 years ended December 31, 2024 and 2023 was $226,000 and $669,000, respectively. As of December 31, 2024, options to purchase 66,056 shares of common stock granted to non-employees remained outstanding. The following table summarizes total stock options outstanding at December 31, 2024:
|  | Options Outstanding |  | Options Exercisable
Exercise Price |  | Shares Underlying Options Outstanding |  | Weighted-Average Remaining Contractual Life (in Years) |  | Weighted Average Exercise Price |  | Shares Underlying Options Exercisable |  | Weighted Average Exercise Price
$1.78-$18.00 |  | 568,085 |  |  | 8.8 |  | $ | 10.95 |  |  | 205,698 |  |  | $ | 12.08 |
$18.01-$39.00 |  | 249,917 |  |  | 6.2 |  | $ | 35.52 |  |  | 191,644 |  |  | $ | 35.28 |
$39.01-$52.00 |  | 152,066 |  |  | 3.5 |  | $ | 44.95 |  |  | 151,949 |  |  | $ | 44.95 |
$52.01-$90.00 |  | 126,336 |  |  | 3.2 |  | $ | 76.92 |  |  | 123,316 |  |  | $ | 77.39 |
$90.01-$130.00 |  | 112,293 |  |  | 3.4 |  | $ | 98.68 |  |  | 112,293 |  |  | $ | 98.68 |
$130.01-$233.28 |  | 128,531 |  |  | 5.3 |  | $ | 137.48 |  |  | 128,531 |  |  | $ | 137.48 |
|  | 1,337,228 |  |  | 6.4 |  | $ | 45.17 |  |  | 913,431 |  |  | $ | 59.52 |
At December 31, 2024, the aggregate intrinsic value of options outstanding was $1,000, the aggregate intrinsic value of options exercisable was $0, and the weighted average remaining contractual term of options exercisable was 5.5 years. At December 31, 2024, the aggregate intrinsic value of unvested RSUs was $618,000 and the aggregate intrinsic value of RSUs which vested during the year ended December 31, 2024 was $1.3 million. At December 31, 2024, options to purchase 1,337,228 shares of common stock and 337,911 RSUs were expected to vest. Stock option activity under the Company’s equity incentive plans during the year ended December 31, 2024 was as follows:
| Number of Shares |  | Weighted-Average Exercise Price
Balance, December 31, 2023 | 1,128,864 |  |  | $ | 58.76 |
Granted | 328,376 |  |  | 8.27 |
Exercised | (8,159) |  |  | 8.29 |
Cancelled | (111,853) |  |  | 76.67 |
Balance, December 31, 2024 | 1,337,228 |  |  | $ | 45.17 |
Restricted stock unit activity under the Company’s equity incentive plans during the year ended December 31, 2024 was as follows:
| Number of Shares |  |
Balance, December 31, 2023 | 274,794 |  |  |
Granted | 214,207 |  |  |
Vested | (126,133) |  |  |
Cancelled | (24,957) |  |  |
Balance, December 31, 2024 | 337,911 |  |  |
The weighted average exercise price per share was $139.02 for the 38,503 options which expired during the year ended December 31, 2024 and $38.86 for the 9,357 options which expired during the year ended December 31, 2023. The weighted average grant date fair value per share was $6.69 and $11.19 for options granted during the years ended December 31, 2024 and 2023, respectively. The weighted average grant date fair value was $8.30 and $10.34 per share for RSUs granted during the years ended December 31, 2024 and 2023, respectively. The Company received $68,000 in proceeds from the exercise of stock options during the years ended December 31, 2024. No stock options were exercised during the year ended December 31, 2023. The aggregate intrinsic value of options exercised was $39,000 during the year ended December 31, 2024. 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 December 31, 2024, 83,800 performance- and market-based RSUs were 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. 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 valued 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 valued 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 was 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 the three-year period ranging from zero to 150% of the target number of awards granted. The significant assumptions used in the Monte Carlo simulation method were as follows:
Risk-free interest rate | 4.60%
Expected volatility | 90%
Expected life in years | 3.61
Dividend yield | —
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 December 31, 2024, the underlying performance milestones of the Milestone-based RSUs were determined to be not probable of achievement, and no stock-based compensation expense was recognized for the year 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 the year ended December 31, 2024, the Company recognized $44,000 in stock-based compensation for the Market-based RSUs. December 2024 Performance-Based Awards In December 2024, the Company granted performance-based stock options and RSUs (such performance-based grants, the "December 2024 Awards") to key employees under the 2023 Plan. Each award was expressed as a target number of stock options and RSUs. With respect to the December 2024 Awards, the Company's Board of Directors established specified performance goals and a corresponding performance period over which the goals must be attained, the satisfaction of which are conditions to earning the December 2024 Awards and vesting of the underlying stock options and RSUs. As of December 31, 2024, December 2024 Awards were outstanding covering 25,686 shares of common stock underlying stock options and 19,314 shares of common stock underlying RSUs. The grant date fair value of the performance-based RSUs was $34,000 based on the grant date closing price per share of $1.78. The grant date fair value of the performance-based stock options was $38,000 based on the Black-Scholes per share value of $1.46. As of December 31, 2024, the underlying performance milestones of the December 2024 Awards were determined to be not probable of achievement, and no stock-based compensation expense was recognized for the year then ended.

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