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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2025
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 September 30, 2025 and December 31, 2024:
|  |  |  |  | Outstanding as of
| Authorized |  | Issued |  | September 30, 2025 |  | December 31, 2024
Common Stock, par value $0.001 per share | 600,000,000 |  |  | 53,571,675 |  |  | 53,571,675 |  |  | 36,099,991 |
Series C Preferred Stock, par value $0.001 per share | 1,091 |  |  | 1,091 |  |  | 9 |  |  | 9 |
Offerings of Common Stock and Warrants On July 7, 2025, the Company closed the July 2025 Offering (see “Liquidity” in Note 2 above). The Series A and Series B Warrants, together the “2025 Warrants”, issued in the July 2025 Offering, each has an initial exercise price per share of $1.75 (or $1.749 per Pre-Funded Warrant). The Series A Warrants may be exercised at any time, in whole or in part, and will 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 discloses the U.S. Food and Drug Administration’s acceptance of a Biologic License Application for INO-3107. The Series B Warrants may be exercised 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 Series A Warrant or a 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 the December 2024 Offering (see “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 condensed 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 the April 2024 Offering (see “Liquidity” in Note 2 above). Each Pre-Funded Warrant issued in the April 2024 Offering had an initial exercise price per share of $0.001, subject to certain adjustments. The Pre-Funded Warrants were exercisable at any time until exercised in full. A holder (together with its affiliates and other attribution parties) may not have exercised 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 were indexed to the Company's own shares of common stock (and otherwise met 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 September 30, 2025 and December 31, 2024. In July 2025, all of the 2,135,477 Pre-Funded Warrants issued in the April 2024 Offering were exercised in full, with proceeds to the Company of $2,000. As of December 31, 2024, no Pre-Funded Warrants issued in the April 2024 Offering had been exercised. Common Stock Warrants The following table summarizes the common stock warrants outstanding as of September 30, 2025 and December 31, 2024:
|  |  |  |  |  | As of September 30, 2025 |  | As of December 31, 2024
Issued in Connection With: |  | Exercise Price |  | Expiration Date |  | Number of Warrants |  | Common Stock Warrant Liability |  | Number of Warrants |  | Common Stock Warrant Liability
December 2024 Offering |  | $ | 3.76 |  |  | December 16, 2029 |  | 10,000,000 |  |  | $ | 13,415,241 |  |  | 10,000,000 |  |  | $ | 13,255,188 |
July 2025 Offering - Series A |  | $ | 1.75 |  |  | (1) |  | 13,857,144 |  |  | $ | 12,151,746 |  |  | — |  |  | — |
July 2025 Offering - Series B |  | $ | 1.75 |  |  | July 7, 2030 |  | 14,285,715 |  |  | $ | 24,817,056 |  |  | — |  |  | — |
Total |  |  |  |  |  | 38,142,859 |  |  | $ | 50,384,043 |  |  | 10,000,000 |  |  | $ | 13,255,188 |
(1) Earlier of (i) July 7, 2026 or (ii) 30 days after the date on which the Company first publicly discloses the U.S. Food and Drug Administration’s acceptance of a Biologic License Application for INO-3107. As of September 30, 2025, 428,571 of the Series A Warrants issued in the July 2025 Offering had been exercised, with proceeds to the Company of $750,000. No Series B Warrants had been exercised. As of September 30, 2025 and December 31, 2024, 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 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. No sales were made during the three months ended September 30, 2025. As of September 30, 2025, there was $57.9 million of remaining capacity under the 2024 Sales Agreement. 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 September 30, 2025, the Company had 1,772,564 shares of common stock available for future grant under the 2023 Plan, 669,226 shares underlying outstanding RSUs and 1,007,354 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 September 30, 2025, the Company had 46,828 shares underlying outstanding but unvested RSUs and options outstanding to purchase 894,645 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 September 30, 2025, the Company had 92,759 shares of common stock available for future grant under the 2022 Inducement Plan, 8,887 shares underlying outstanding but unvested RSUs and options outstanding to purchase 47,753 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, 2025, the Company had options outstanding to purchase 54,394 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.

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