INO US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements, as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current expectations and projections, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. We are under no obligation to update any of the forward-looking statements after the filing of this Annual Report to conform such statements to actual results or to changes in our expectations.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Annual Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made in Item 1A of Part I of this Annual Report under the caption “Risk Factors.”

Risk factors that could cause actual results to differ from those contained in the forward-looking statements include but are not limited to: our history of losses; our lack of products that have received regulatory approval; uncertainties inherent in clinical trials and product development programs, including but not limited to the fact that pre-clinical and clinical results may not be indicative of results achievable in other trials or for other indications, that the studies or trials may not be successful or achieve desired results, that preclinical studies and clinical trials may not commence, have sufficient enrollment or be completed in the time periods anticipated, that results from one study may not necessarily be reflected or supported by the results of other similar studies, that results from an animal study may not be indicative of results achievable in human studies, that clinical testing is expensive and can take many years to complete, that the outcome of any clinical trial is uncertain and failure can occur at any time during the clinical trial process, and that our proprietary device technology and DNA medicine candidates may fail to show the desired safety and efficacy traits in clinical trials; the availability of funding; the ability to manufacture our DNA medicine candidates; the availability or potential availability of alternative therapies or treatments for the conditions targeted by us or our collaborators, including alternatives that may be more efficacious or cost-effective than any therapy or treatment that we and our collaborators hope to develop; our ability to receive development, regulatory and commercialization event-based payments under our collaborative agreements; whether our proprietary rights are enforceable or defensible or infringe or allegedly infringe on rights of others or can withstand claims of invalidity; and the impact of government healthcare laws and proposals.

INOVIO, CELLECTRA, the INOVIO logo, and our other trademarks or service marks appearing in this Annual Report are our property. Solely for convenience, the trademarks and trade names in this report are referred to without the ® and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. Products or service names of other companies mentioned in this Annual Report may be trademarks, trade names or service marks of their respective owners.

References herein to “we,” “our,” “us,” “INOVIO” or the “Company” refer to INOVIO Pharmaceuticals, Inc. and its consolidated subsidiaries. References herein to “DNA medicines” refers to our product candidates in development.

Overview

We are a clinical-stage biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-associated diseases, cancer and infectious diseases. Our 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.

We use 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. Our proprietary investigational CELLECTRA® devices are designed to deliver the plasmids into the body’s cells for optimal effect, without the use of chemical adjuvants, lipid nanoparticles or viral vectors.

Our lead candidate is INO-3107 for the treatment of 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. Although mostly benign, these papillomas can cause severe, sometimes life-threatening airway obstruction and respiratory complications. The standard of care for RRP is repeated invasive surgery.

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INO-3107 is an investigational DNA medicine designed to elicit an antigen-specific T cell response against both HPV-6 and HPV-11 proteins. These targeted T cells seek out and kill HPV-6 and HPV-11 infected cells, with the aim of potentially preventing or slowing the growth of new papillomas and reducing the need for surgery. We believe it has the potential to become the preferred treatment of both patients and their healthcare providers based on clinical results and tolerability data to date, and the simplicity of its patient-centric treatment regimen.

In 2023, we received feedback from the U.S. Food and Drug Administration (FDA) that the data from our completed trial of INO-3107 could be used to support the submission of a Biologic License Application, or BLA, for review under the FDA’s accelerated approval program. Utilizing our breakthrough therapy designation, we requested rolling submission of our BLA in July 2025 and reported in November 2025 that we had completed the BLA submission.

In August 2025, PAPZIMEOS, a gorilla adenoviral vector-based immunotherapy, was approved for the treatment of adults with RRP. PAPZIMEOS is administered as adjuvant treatment following surgical debulking. Unlike INO-3107, PAPZIMEOS requires additional surgery prior to the third and fourth doses if visible papilloma are present to maintain minimal residual disease as part of the treatment regimen.

In December 2025, the FDA accepted INOVIO’s BLA for INO-3107 for review under the accelerated approval program as a potential treatment for adults with RRP. As part of the submission, INOVIO requested a priority review, which is typically 6 months, but the FDA granted a standard 10-month review with a Prescription Drug User Fee Act (PDUFA) target date set for October 30, 2026. In the file acceptance letter the FDA noted as a potential review issue its preliminary conclusion that the company had not provided adequate information to justify eligibility for the accelerated approval pathway. In January 2026, INOVIO requested a meeting with the FDA to discuss maintaining eligibility for review under the accelerated approval program. The FDA has agreed to meet and requested that INOVIO complete an assessment aid. We submitted the assessment aid in February 2026 and are waiting to receive a meeting date. INOVIO continues to believe that INO-3107 fulfills the criteria for accelerated approval, meeting a significant unmet need and providing a meaningful therapeutic benefit over existing treatments, however the FDA may not agree with INOVIO’s position and may decide INO-3107 is not eligible for review under the accelerated approval program.

In 2025 we presented key data regarding the development of INO-3107 at several scientific conferences. Highlights from the data include:

•81% (26/32) of patients experienced a reduction of one or more surgeries at Year 1 post-treatment

•By the end of Year 2, 91% (21/23) of evaluable patients continued to experience a reduction of one or more surgeries. Only two patients had not yet responded to treatment with INO-3107

•50% (14/28) required no surgery during Year 2 (complete response, CR), an increase from 28% (9/32) in Year 1 post-treatment

•INO-3107 demonstrated continued clinical benefit, with a persistent decline in the mean number of surgeries through Year 2 post-therapy: A 78% reduction in mean annual surgeries was seen at Year 2 compared to the 1 year pre-treatment period (0.9, n=28 vs 4.1, n=32)

•Clinical response was not dependent upon HPV viral loads, molecular subtype or other elements of the papilloma microenvironment

Other products in our development pipeline includeINO-3112, a DNA immunotherapy candidate targeting HPV-16/-18 combined with a DNA plasmid encoding for human IL-12 as an immune activator, for the treatment of oropharyngeal squamous cell carcinoma, or OPSCC, a type of head and neck cancer commonly known as throat cancer. We entered into a clinical collaboration and supply agreement with Coherus BioSciences, Inc. to evaluate the combination of INO-3112 and LOQTORZI (toripalimab-tpzi) in a clinical trial for patients with locoregionally advanced, high-risk, HPV-16/-18 positive OPSCC. Under the terms of the supply agreement, Coherus will provide LOQTORZI for a planned Phase 3 clinical trial. We have also gained alignment with FDA on the design of the planned Phase 3 trial in the United States and received initial feedback from European regulatory authorities on the proposed design of the trial in Europe.

We are also developing mid-stage candidate INO-5401 in combination with INO-9012 as a potentially powerful cancer immunotherapy in combination with checkpoint inhibitors. INO-5401 plus INO-9012 has been previously investigated as a potential therapeutic treatment targeting a number of cancers, including glioblastoma (GBM), one of the most complex, deadly, and treatment-resistant cancers, and cancers exhibiting BRCA1 and BRCA2 mutations. INO-5401 encodes for INOVIO’s SynCon® antigens for hTERT, WT1, and PSMA, which are antigens The National Cancer Institute has highlighted as important targets and designated as high priorities for cancer immunotherapy development. These three antigens have been reported to be over-expressed and often mutated in a variety of human cancers, including GBM. INO-9012 encodes for IL-12, which is a T cell immune activator.

Other pipeline candidates include those targeting HPV-related anal dysplasia; cancers in people with certain gene mutations; and a potential vaccine booster to protect against the Ebola virus. We are also working to identify partnership opportunities for our DNA-Encoded Protein (DPROT) and DNA-Encoded Monoclonal Antibody (DMAb) preclinical stage

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candidates and technology. We were previously conducting clinical trials of a DNA immunotherapy candidate for the treatment of HPV-related cervical high-grade squamous intraepithelial lesions, or HSIL, but announced in 2023 that we were ceasing development for this indication in the United States. However, our 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.

Our partners and collaborators during 2025 included ApolloBio Corporation, AstraZeneca, Coherus Biosciences, 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.

All of our DNA medicine candidates are in the research and development phase. We have not generated any revenues from the sale of any products, and we do not expect to generate any material revenues unless and until we obtain marketing approval for and successfully commercialize INO-3107 and our other product candidates. We earn revenue from license fees and milestone revenue and collaborative research and development agreements and contracts. Our DNA medicine candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All DNA medicine candidates that we advance to clinical testing will require regulatory approval prior to commercial use, and will require significant funding for commercialization. We may not be successful in our research and development efforts, and we may never generate sufficient product revenue to be profitable.

As of December 31, 2025, we had an accumulated deficit of $1.8 billion. We expect to continue to incur substantial operating losses in the future due to our commitment to our research and development programs, the funding of preclinical studies, clinical trials and regulatory activities and the costs of general and administrative activities.

Critical Accounting Policies and Estimates

The SEC defines critical accounting policies as those that are, in management’s view, important to the portrayal of our financial condition and results of operations and require management’s judgment. Our discussion and analysis of our financial condition and results of operations are based on our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Our significant accounting policies are outlined in Note 2 to the consolidated financial statements included in this report.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on experience and on various assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. We believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements:

Research and Development Expenses - Clinical Trial Accruals

Our activities have largely consisted of research and development efforts related to developing proprietary device technologies, DNA medicine candidates and dMABs. 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 our results of operations.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is contained in Note 2 to the consolidated financial statements, included elsewhere in this report.

Results of Operations

The consolidated financial data for the years ended December 31, 2025 and 2024 is presented in the following table and the results of these periods are used in the discussion thereafter.

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Year Ended December 31, Increase/(Decrease) 2025 vs. 2024

Operating expenses:

*Not meaningful

Revenue

All revenue was derived under the collaborative arrangement with ApolloBio for the years ended December 31, 2025 and 2024.

Research and Development Expenses

Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for full-time research and development employees, facilities expenses, overhead expenses, cost of laboratory supplies, clinical trial and related clinical manufacturing expenses, fees paid to contract research organizations and other consultants, and outside expenses. We utilize a labor reporting system to record employee compensation on a project-by-project basis. Unallocated research and development expenses include engineering and device-related expenses that are not allocable to a specific project, as well as stock-based compensation, other employee-related expenses that are not related to a specific project, and facilities and depreciation expenses.

Research and development costs are expensed as incurred. Non-refundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

The following tables summarize our research and development expense by product candidate for the years ended December 31, 2025 and 2024:

Years Ended December 31, Increase (Decrease)

(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.

The $21.4 million overall decrease in research and development expenses year over year was primarily the result of:

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•$13.2 million in lower drug manufacturing, clinical study and other expenses related to INO-3107;

•$3.3 million in lower contract labor;

•$2.8 million of lower expensed inventory;

•$1.9 million in lower employee and consultant compensation, including stock-based compensation;

•$1.1 million in lower outside services related to the collaborative research agreements with Wistar; offset by

•$1.2 million of lower contra-research and development expense recorded from grant agreements.

Contributions received from current grant agreements and recorded as contra-research and development expense were $913,000 and $2.1 million for the years ended December 31, 2025 and 2024, respectively. The decrease was primarily due to funding received from the close-out of the CEPI grants in 2024; offset by the increase in expenses earned under the sub-grants through Wistar.

General and Administrative Expenses

General and administrative expenses, which include business development expenses and patent expenses, were $32.7 million for the year ended December 31, 2025 as compared to $37.0 million in 2024. The $4.3 million overall decrease included:

•$2.3 million in lower employee and consultant compensation, including stock-based compensation, primarily as a result of a lower weighted average grant date fair value of the equity awards expensed during the year;

•$686,000 in lower rent and facilities related expenses;

•$642,000 in lower contract labor; and

•$514,000 in lower employee severance expenses.

Stock-based Compensation

Employee stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period. Total employee stock-based compensation cost for the years ended December 31, 2025 and 2024 was $3.7 million and $6.4 million, of which $1.5 million and $2.8 million was included in research and development expenses and $2.2 million and $3.6 million was included in general and administrative expenses, respectively.

Interest Income

The $2.3 million decrease in interest income for the year ended December 31, 2025 as compared to 2024 was primarily due to a lower short-term investment balance.

Interest Expense

The $178,000 decrease in interest expense for the year ended December 31, 2025 as compared to 2024 was primarily due to our senior convertible promissory notes that were repaid in full on March 1, 2024.

Change in Fair Value of Common Stock Warrant Liabilities

The change in fair value of our common stock warrant liabilities of $493,000 and $2.8 million for the years ended December 31, 2025 and 2024, respectively, is related to the revaluation of the liability associated with the December 2024 Warrants and July 2025 Warrants, as defined below. We record the fair value of these December 2024 Warrants and July 2025 Warrants at each balance sheet date and will record gain or loss on the consolidated statement of operations for changes in fair value between balance sheet dates.

Gain (Loss) on Investment in Affiliated Entity

The gain (loss) on investment in affiliated entity resulted from the change in the fair market value of our investment in PLS of $490,000 and $(1.2) million for the years ended December 31, 2025 and 2024, respectively. We record our investment in PLS at its market value based on the closing price of the shares on the Korea New Exchange Market at each balance sheet date, with changes in fair value reflected in the consolidated statement of operations.

Net Unrealized Gain on Available-for-Sale Equity Securities

The net unrealized gain on available-for-sale equity securities for the years ended December 31, 2025 and 2024 was $1.1 million and $2.1 million, respectively, which resulted from a change in the fair market value of the investments.

Other Expense, net

Other expense, net, of $2.6 million for the year ended December 31, 2025 was primarily due to financing costs incurred in connection with the issuance of the July 2025 Warrants, as well as the realized loss on short-term investments sold during the

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year. Other expense, net, of $3.2 million for the year ended December 31, 2024 was primarily due to the realized loss on our short-term investments sold during the year, as well as the financing costs incurred in connection with the issuance of the December 2024 Warrants.

Income Taxes

Since inception, we have incurred operating losses and accordingly have not recorded a provision for U.S. income taxes for any of the periods presented. Utilization of net operating losses and tax credits are subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, or IRC. As of December 31, 2025, we had net operating loss carry forwards for U.S. federal, California and other state income tax purposes of $1.2 billion, $444.5 million and $86.0 million, respectively, net of the net operating losses that will expire due to IRC Section 382 limitations. We also had U.S. federal and state research and development tax credits of $48.8 million and $9.2 million, respectively, net of the federal research and development credits that will expire due to IRC Section 383 limitations. The net operating losses and credits began to expire during 2026.

Liquidity and Capital Resources

Historically, our primary uses of cash have been to finance research and development activities, including clinical trial activities for the advancement of our DNA medicine candidates. Since inception, we have satisfied our cash requirements principally from proceeds from the sale of equity securities, indebtedness and grants and government contracts.

Working Capital and Liquidity

As of December 31, 2025, we had cash, cash equivalents and short-term investments of $58.5 million and working capital of $17.5 million, as compared to $94.1 million and $62.5 million as of December 31, 2024, respectively.

Cash Flows

Operating Activities

Net cash used in operating activities was $88.6 million and $104.1 million for the years ended December 31, 2025 and 2024, respectively. The variance was primarily due to the timing and changes in working capital balances, offset by decreased operating expenses.

Investing Activities

Net cash provided by investing activities was $14.0 million and $104.1 million for the years ended December 31, 2025 and 2024, respectively. The variance was primarily the result of timing differences in short-term investment purchases, sales and maturities.

Financing Activities

Net cash provided by financing activities was $53.1 million and $51.5 million for the years ended December 31, 2025 and 2024, respectively. The variance was primarily due to the aggregate net proceeds of $49.0 million from the July 2025 Offering and November 2025 Offering (defined below), $1.3 million received from the exercise of warrants and $1.1 million received from the sale of common stock under the 2024 Sales Agreement (defined below) in 2025, compared to the aggregate net proceeds of $60.8 million from the April 2024 Offering and December 2024 Offering (described below) and net proceeds of $6.1 million from the sale of common stock under the 2024 Sales Agreement (defined below) and 2021 Sales Agreement in 2024, offset by the repayment of our convertible senior notes of $16.4 million in March 2024.

Offering of Common Stock

On November 12, 2025, we closed an underwritten public offering, or the November 2025 Offering, relating to the issuance and sale of 15,131,700 shares of our common stock at an offering price of $1.90 per share. The net proceeds from the November 2025 Offering were $26.6 million, after deducting the underwriting discounts and commissions and offering expenses paid by us.

Offerings of Common Stock and Warrants

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

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by us. The Series A Warrants may be exercised at any time, in whole or in part, and were originally 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 outstanding Series A warrants to extend the expiration date to March 31, 2026. The Series B Warrants may be exercised at any time, in whole or in part, and will expire on July 7, 2030.

On December 16, 2024, we closed an underwritten public offering, or the December 2024 Offering, relating to the issuance and sale of 10,000,000 shares of the common stock, and accompanying warrants to purchase 10,000,000 shares of common stock, or the December 2024 Warrants, at an offering price of $3.00 per share and accompanying December 2024 Warrant. The net proceeds from the December 2024 Offering were $27.6 million, after deducting the underwriting discounts and commissions and offering expenses paid by us. Each December 2024 Warrant has an initial exercise price per share of $3.76, subject to certain adjustments. The December 2024 Warrants may be exercised at any time, in whole or in part, until expiration on December 16, 2029.

Offering of Common Stock and Pre-Funded Warrants

On April 18, 2024, we closed an underwritten registered direct offering, or the April 2024 Offering, relating to the issuance and sale of 2,536,258 shares of common stock at a price of $7.693 per share and pre-funded warrants to purchase up to 2,135,477 shares of common stock, or the Pre-Funded Warrants, at a price of $7.692 per Pre-Funded Warrant, which represents the per share price for the shares less the $0.001 per share exercise price for each 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 us. In July 2025, all of the 2,135,477 Pre-Funded Warrants were exercised in full with proceeds to us of $2,000.

At-The-Market Sales Agreements

On August 13, 2024, we entered into an Equity Distribution Agreement, or the 2024 Sales Agreement, with an outside sales agent, or Sales Agent, for the offer and sale of our 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 we have provided the Sales Agent with certain indemnification rights.

During the year ended December 31, 2025, we sold 518,670 shares of 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. During the year ended December 31, 2024, we sold 133,900 shares of 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, 2025, there was $57.9 million of remaining capacity under the 2024 Sales Agreement.

Other Issuances of Common Stock

During the year ended December 31, 2025, warrants to purchase 721,427 shares of common stock were exercised for aggregate net proceeds to us of $1.3 million, stock options to purchase 416 shares of common stock were exercised for aggregate net proceeds to us of $1,000, which proceeds were offset by tax payments of $111,000 made related to net share settlement of RSU awards. During the year ended December 31, 2024, stock options to purchase 8,159 shares of common stock were exercised for aggregate net proceeds to us of $68,000, which proceeds were offset by tax payments made related to net share settlement of RSU awards of $421,000.

FundingRequirements

As of December 31, 2025, we had an accumulated deficit of $1.8 billion, and we expect to continue to operate at a loss for the near term. The amount of our accumulated deficit will continue to increase, as it will be expensive to continue research and development efforts. Our current cash resources will not be sufficient to complete the clinical development of our product candidates beyond INO-3107, and we anticipate that additional financing will be required in order to complete the development of and to commercialize and generate revenues from the sale of INO-3107 or any other product candidates that may receive regulatory approval. If these activities are successful and if we receive approval from the FDA to market our DNA medicine candidates, then we will need to raise additional funding to market and sell the approved products and equipment. In addition to the potential issuance of equity or debt securities in order to raise capital, we are also evaluating potential collaborations as an additional way to fund our operations. We have focused our resources on advancing INO-3107 toward potential U.S. approval and commercialization, including a potential launch in 2026, while extending our cash runway. As part of this effort, we prioritized programs, spending, and resource allocation, including eliminating roles that do not directly support this objective. We expect our cash runway to extend into the fourth quarter of 2026, without giving effect to any further capital raising activities that we may undertake.

Our ability to continue operations is dependent upon our ability to obtain additional capital in the future and achieve profitable operations. We expect to continue to rely on outside sources of financing to meet our capital needs and we may never achieve positive cash flow. In light of these factors, management believes that there is substantial doubt about our ability to

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continue as a going concern beyond the third quarter of 2026. The consolidated financial statements as of and for the year ended December 31, 2025 do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

As of December 31, 2025, future minimum payments due under our contractual obligations are set forth in the table below. We expect to be able to satisfy these obligations, both in the short-term and in the longer-term, with cash on hand.

Payments Due by Period

Total Less than1 year 1 – 3 years 3 – 5 years More than5 years

(1) We have entered into operating leases for our facilities, which expire from 2027 to 2029, and operating leases for office equipment, which expire in 2028. We have four active subleases for portions of our Plymouth Meeting corporate headquarters facility with two sublease periods through December 31, 2026, one through December 31, 2027 and one through December 31, 2029. As of December 31, 2025, we expect to receive aggregate future minimum lease payments totaling $1.7 million (non-discounted) over the duration of the sublease agreements, which expected payments are not included in the table above.

(2) Purchase obligations from supply agreements with contract manufacturers.

In the normal course of business, we are a party to a variety of agreements pursuant to which we 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 our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these types of agreements have not had a material effect on our business, consolidated results of operations or financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a Smaller Reporting Company as defined in Item 10(f)(1) of Regulation S-K. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 7A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 is incorporated by reference to our Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm beginning at page F-1 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of

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compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on an evaluation carried out as of the end of the period covered by this Annual Report, under the supervision and with the participation of our management, including our CEO and CFO, our CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2025 at the reasonable assurance level.

Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting and Attestation Report of Registered Public Accounting Firm

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles.

As of December 31, 2025, management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

This Annual Report does not include an attestation report of our registered public accounting firm regarding the effectiveness of internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit smaller reporting companies to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

69

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2025, none of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule-10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year, under the captions “Election of Directors,” “Corporate Governance” and “Executive Officers and Other Information.”

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year, under the captions “Executive Compensation” (excluding the information under the subheading “Pay Versus Performance Disclosure”) and “Director Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year, under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director independence and other information required by this Item 13 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year, under the captions “Executive Officers and Other Information - Certain Relationships and Related Party Transactions” and “Election of Directors.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2025 fiscal year, under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm.”

70

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.Financial Statements

Consolidated financial statements required to be filed hereunder begin on Page F-1 in this report.

2.Financial Statement Schedules

Schedules not listed herein have been omitted because the information required to be set forth therein is not applicable or is included in the Financial Statements or notes thereto.

3.Exhibits

The following exhibits are filed as part of this annual report on Form 10-K:

ExhibitNumber Description of Document

71

72

23.1 Consent of Independent Registered Public Accounting Firm (filed herewith).

24.1 Power of Attorney (included on signature page).

73

101.SCH XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

+ Designates management contract, compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

74

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 12, 2026.

Inovio Pharmaceuticals, Inc.

By: /s/ JACQUELINE E. SHEA

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jacqueline E. Shea and Peter Kies, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the United States Securities and Exchange Commission in connection with the Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

Jacqueline E. Shea

/s/ SIMON X. BENITO Chairman of the Board of Directors March 12, 2026

Simon X. Benito

Peter Kies

/s/ ROGER D. DANSEY Director March 12, 2026

Roger D. Dansey

/s/ ANN C. MILLER Director March 12, 2026

Ann C. Miller

/s/ JAY SHEPARD Director March 12, 2026

Jay Shepard

/s/ DAVID B. WEINER Director March 12, 2026

David B. Weiner

/s/ WENDY L. YARNO Director March 12, 2026

Wendy L. Yarno

/s/ LOTA S. ZOTH Director March 12, 2026

Lota S. Zoth

75

INOVIO PHARMACEUTICALS, INC.

Index to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Comprehensive Loss F-5

Consolidated Statements of Stockholders' Equity F-6

Consolidated Statements of Cash Flows F-7

Notes to Consolidated Financial Statements F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Inovio Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Inovio Pharmaceuticals, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there were no critical audit matters.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2002.

San Diego, California

F-2

Inovio Pharmaceuticals, Inc.

CONSOLIDATED BALANCE SHEETS

December 31,

ASSETS

Current assets:

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses due to affiliated entity 74,473 1,351,163

Commitments and contingencies

Inovio Pharmaceuticals, Inc. stockholders’ equity:

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Inovio Pharmaceuticals, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year ended December 31,

Revenues:

Revenue from collaborative arrangement $ 65,343 $ 217,756

Operating expenses:

Other income (expense):

Change in fair value of common stock warrant liabilities 493,231 2,808,608

Gain (loss) on investment in affiliated entity 489,844 (1,166,443)

Net unrealized gain on available-for-sale equity securities 1,114,781 2,077,182

Net loss per share

Basic and diluted $ (1.81) $ (3.95)

Weighted average number of common shares used to compute net loss per share

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Inovio Pharmaceuticals, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the Year ended December 31,

Other comprehensive loss:

Foreign currency translation — 32,403

Unrealized gain (loss) on short-term investments, net of tax 37,704 (45,469)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Inovio Pharmaceuticals, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Numberof shares Amount Numberof shares Amount

Foreign currency translation — — — — — — 32,403 32,403

Unrealized gain on short-term investments, net of tax — — — — — — 37,704 37,704

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Inovio Pharmaceuticals, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of operating lease right-of-use assets 1,570,917 1,377,895

Change in fair value of common stock warrant liabilities (493,231) (2,808,608)

Non-cash interest on senior convertible notes — (355,654)

Amortization of discounts on investments (2,399) (1,690,527)

Net gain on disposal of fixed assets — (22,466)

(Gain) loss on equity investment in affiliated entity (489,844) 1,166,443

Changes in operating assets and liabilities:

Operating lease right-of-use assets and liabilities, net (2,497,361) (1,573,401)

Cash flows from investing activities:

Proceeds from sale of capital assets — 59,319

Cash flows from financing activities:

Repayment of convertible senior notes — (16,415,000)

Proceeds from exercise of warrants and pre-funded warrants 1,264,632 —

Proceeds from stock option exercises 823 67,675

Taxes paid related to net share settlement of equity awards (110,783) (420,795)

Effect of exchange rate changes on cash and cash equivalents — 32,403

Supplemental disclosure:

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Inovio Pharmaceuticals, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company

Inovio Pharmaceuticals, Inc. (the “Company” or “INOVIO”) is a clinical-stage biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from diseases associated with human papillomavirus (HPV), 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 CELLECTRA devices are designed to deliver the plasmids into the body's cells for optimal effect, without the use of chemical adjuvants, lipid nanoparticles or viral vectors.

INOVIO's lead candidate is INO-3107 for the treatment of recurrent respiratory papillomatosis (RRP), a chronic, rare and debilitating disease of the respiratory tract caused by HPV infection. In its completed Phase 1/2 clinical trial of INO-3107 for the treatment of HPV-6 and HPV-11-associated RRP, 81.3% of patients experienced a reduction in the number of surgical interventions in the year following administration of INO-3107, when compared with the year prior to treatment.

In addition to its development efforts with INO-3107, 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 was previously conducting clinical trials of a DNA medicine 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 ApolloBio Corporation, AstraZeneca, Coherus Biosciences, Defense Advanced Research Projects Agency (DARPA), HIV Vaccines Trial Network, International Vaccine Institute (IVI), 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. Summary of Significant Accounting Policies

Basis of Presentation and Liquidity

The Company incurred a net loss of $84.9 million for the year ended December 31, 2025. The Company had working capital of $17.5 million and an accumulated deficit of $1.8 billion as of December 31, 2025. 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. The Company’s cash, cash equivalents and short-term investments of $58.5 million as of December 31, 2025 are not sufficient to support the Company's operations for a period of at least 12 months from the date it is issuing these financial statements.

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 purchase one 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 “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 “Series B Warrants” and, together with the Series A Warrants, the “July 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.

On December 16, 2024, the Company closed an underwritten public offering (the "December 2024 Offering"), relating to

F-8

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.

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.

Going Concern

The Company’s cash, cash equivalents and short-term investments of $58.5 million as of December 31, 2025 are expected to be sufficient to support the Company's planned operations into the fourth quarter of 2026. 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 under 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 $49.0 million and $60.8 million from equity offerings during the years ending December 31, 2025 and 2024, respectively, and $1.1 million and $6.1 million from equity offerings under Sales Agreements during the years ending December 31, 2025 and 2024, respectively. 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 third quarter of 2026. The Company's consolidated financial statements as of and for the year ended December 31, 2025 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 consolidated financial statements.

The Company is, and from time to time in the future may 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.

Consolidation

The consolidated financial statements include the accounts of Inovio Pharmaceuticals, Inc. and its wholly-owned subsidiary Inovio Asia LLC.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker ("CODM"), the President and Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one segment operating primarily within the United States, as further described in Note 13.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

F-9

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and short-term investments. The Company limits its exposure to credit loss by placing its cash and investments with high credit quality financial institutions. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities which are designed to maintain principal and maximize liquidity.

Fair Value Measurements

The guidance regarding fair value measurements establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets that are accessible at the measurement date; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments include cash equivalents, short-term investments, investments in affiliated entity, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses and common stock warrant liabilities. The carrying amounts of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. Short-term investments are recorded at fair value on a recurring basis, based on current market valuations. The estimated fair value of the common stock warrant liabilities is determined by using the Black-Scholes pricing model, as discussed in Note 4.

Cash and Cash Equivalents

Cash equivalents are considered by the Company to be highly liquid investments purchased with original maturities of three months or less from the date of purchase. Cash and cash equivalents included certain mutual funds and U.S. treasury securities at December 31, 2025 and 2024.

Short-term Investments

The Company defines investments as income-yielding securities that can be readily converted into cash or equity investments classified as available-for-sale. Investments included mutual funds, certificates of deposit, U.S. agency mortgage-backed securities and an equity investment in the Company’s affiliated entity, PLS, at December 31, 2025 and 2024.

Short-term investments are recorded at fair value, based on current market valuations. Unrealized gains and losses on the Company's short-term debt securities are excluded from earnings and reported as a separate component of other comprehensive loss until realized. Realized gains and losses and unrealized gains and losses on available-for-sale equity securities are included in non-operating other income (expense) on theconsolidated statements of operations and are derived using the specific identification method for determining the cost of the securities sold.

Accounts Receivable from Affiliated Entities

Accounts receivable from affiliated entities are recorded at invoiced amounts and do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition. Credit is extended to customers as deemed necessary and generally does not require collateral. Management believes that the risk of loss is significantly reduced due to the quality and financial position of the Company's customers. There was no allowance for doubtful accounts for potential credit losses as of December 31, 2025 or 2024.

Fixed Assets

Fixed assets include property and equipment and leasehold improvements. Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful life of the assets, generally three to five years. Leasehold improvements are amortized over the shorter of the remaining term of the related leases or the estimated economic useful lives of the improvements. Repairs and maintenance are expensed as incurred.

The Company evaluates the carrying value of long-lived assets, which includes fixed assets and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. No impairment losses have been recognized related to long-lived assets for the years ended December 31, 2025 or 2024.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. The Pre-Funded Warrants issued in April 2024 met all the criteria for equity classification and were recorded as a component of additional paid-in capital on issuance. However, the Warrants issued in December 2024 and July 2025 did not meet all the criteria for equity classification and were recorded as a liability at fair

F-10

value upon issuance. The Warrants met the definition of a derivative and did not meet any scope exceptions under ASC 815. As a result, the fair value of the liability associated with the Warrants will be remeasured at the end of each reporting period while the Warrants are outstanding, and any change in fair value between reporting periods will be recognized as gain or loss on the consolidated statement of operations for that reporting period.

Transaction costs associated with the issuance of the Warrants classified as a liability were expensed at the time of issuance and have been included as part of other expense, net, on the consolidated statement of operations for the years ended December 31, 2025 and 2024.

Income Taxes

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities along with net operating loss and tax credit carryforwards. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made.

Valuation allowances against the Company’s deferred tax assets were $378.5 million and $349.2 million at December 31, 2025 and 2024, respectively. Changes in the valuation allowances, when they are recognized in the provision for income taxes, are included as a component of the estimated annual effective tax rate.

Collaboration Agreements and Revenue Recognition

The Company assesses whether its collaboration agreements are subject to Accounting Standards Codification ("ASC") Topic 808: Collaborative Arrangements (“Topic 808”) based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of Topic 808 and the Company concludes that its collaboration partner is not a customer, the Company presents such payments as a reduction of research and development expense. If payments from the collaboration partner to the Company represent consideration from a customer, then the Company accounts for those payments within the scope of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”).

Grants

The Company accounts for various grant agreements under the contributions guidance under Subtopic 958-605, Not-for-Profit Entities-Revenue Recognition, which is outside the scope of Topic 606, as the government agencies granting the Company funds are not receiving reciprocal value for their contributions. All contributions received from current grant agreements are recorded as a contra-research and development expense as opposed to revenue on the consolidated statement of operations.

Equity Investments

Under ASC Topic 321, Investments - Equity Securities, the Company must measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) at fair value and recognize any changes in fair value in the consolidated statement of operations. The Company can elect a measurement alternative for equity investments that do not have readily determinable fair values and do not qualify for the practical expedient in ASC Topic 820, Fair Value Measurement, to estimate fair value using the net asset value per share (or its equivalent). The Company's equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient for estimating fair value are measured at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identifiable or similar investments of the same issuer.

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.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the year by the weighted average number of shares of common stock outstanding during the year. The outstanding April 2024 Pre-Funded Warrants (see Note 7) were included in the weighted-average common shares outstanding in the basic net loss per share calculation for the year ended December 31, 2024 given their nominal exercise price. In July 2025, these April 2024 Pre-Funded Warrants were exercised in full.

F-11

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 years ended December 31, 2025 and 2024, basic and diluted net loss per share are the same, as the assumed exercise or settlement of common stock warrants, stock options, service-based RSUs, performance-and market-based RSUs would have been anti-dilutive.

Basic and diluted net loss per share for the years ended December 31, 2025 and 2024 are calculated as follows:

Year Ended December 31,

Numerator:

Denominator:

Shares used to compute net loss per share, basic and diluted

Weighted-average shares underlying pre-funded warrants — 1,505,336

Net loss per share

Basic and diluted $ (1.81) $ (3.95)

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

Year Ended December 31,

Performance-and market-based restricted stock units 80,818 128,800

Convertible preferred stock 275 275

Leases

For its long-term operating leases, the Company recognized an operating lease right-of-use asset and an operating lease liability on its consolidated balance sheets. The lease liability is determined as the present value of future lease payments using an estimated rate of interest that the Company would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent. The Company determines the lease term at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise.

Fixed rent expense for the Company's operating leases is recognized on a straight-line basis over the term of the lease and is included in operating expenses on the consolidated statements of operations. Variable lease payments including lease operating expenses are recorded as incurred.

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

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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:

Year Ended December 31,

Risk-free interest rate 4.06% 4.22%

Expected life in years 5.7 5.5

Dividend yield — —

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

Year Ended December 31,

Risk-free interest rate 4.28% 4.21%

Expected life in years 6.6 6.5

Dividend yield — —

Recent Accounting Pronouncements

The recent accounting pronouncements below may have a significant effect on the Company's financial statements. Recent accounting pronouncements that are not anticipated to have an impact on or are unrelated to the Company's financial condition, results of operations, or related disclosures are not discussed.

ASU No. 2023-09. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard retrospectively for the period ending December 31, 2025. The adoption only impacted the Company's income tax disclosures and did not otherwise impact the Company's financial statements.

ASU No. 2024-03. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to disaggregate operating expenses into specific categories such as employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

3. Collaborative 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

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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.

During the years ended December 31, 2025 and 2024, the Company received $65,000 and $218,000, respectively, from the ApolloBio Agreement that was recorded as revenue.

4. Short-term Investments and Fair Value Measurements

The following is a summary of available-for-sale securities as of December 31, 2025 and 2024:

*No single maturity date.

During the years ended December 31, 2025 and 2024, the Company recorded gross realized gain on investments of $1,000 and $900, respectively, and gross realized loss on investments of $892,000 and $1.9 million, respectively. During the years ended December 31, 2025 and 2024, the Company recorded net unrealized gain on available-for-sale equity securities of $1.1 million and $2.1 million, respectively. No material balances were reclassified out of accumulated other comprehensive loss for the years ended December 31, 2025 and 2024. Interest and dividends on investments classified as available-for-sale are included in interest income in the consolidated statements of operations. As of December 31, 2025, the Company had 11 available-for-sale securities with an aggregate total unrealized loss of $720,000. All of the securities had been in a loss position for longer than 12 months as of December 31, 2025.

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 December 31, 2025 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 December 31, 2025, 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 December 31, 2025:

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Fair Value Measurements at

Assets:

Short-term investments

Liabilities:

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, 2024:

Fair Value Measurements at

Short-term investments

Liabilities:

Level 1 assets at December 31, 2025 and 2024 consisted of mutual funds and the Company’s investment in its affiliated entity, PLS. The Company accounts for its investment in 597,808 common shares of PLS based on the closing price of the shares on the Korea New Exchange Market on the applicable balance sheet date. 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 or as a gain or loss on investment in affiliated entity.

Level 2 assets at December 31, 2025 and 2024 consisted of certificates of deposit and U.S. agency mortgage-backed securities held by the Company that 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

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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.

There were no Level 3 assets held as of December 31, 2025 or 2024.

Level 3 liabilities held as of December 31, 2025 consisted of liabilities associated with the December 2024 and July 2025 Warrants to purchase common stock. Level 3 liabilities held as of December 31, 2024 consisted of liabilities associated with the December 2024 Warrants to purchase common stock. See Note 7 for additional information about the liability-classified warrants.

The Company reassesses the fair value of the common stock warrant liability 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 2025 Series A Warrants:

On Issuance Date December 31, 2025

Risk-free interest rate 4.3% 3.7%

Expected volatility 96% 127%

Expected life in years 0.6 0.08

Dividend yield — —

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

On Issuance Date December 31, 2025

Risk-free interest rate 3.9% 3.7%

Expected volatility 94% 88%

Expected life in years 5 4.5

Dividend yield — —

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

Risk-free interest rate 3.6% 4.4%

Expected volatility 91% 111%

Expected life in years 4 5

Dividend yield — —

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 was 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 December 2024 and July 2025 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 December 2024 and July 2025 Warrants. As a result of these calculations, the Company recorded a decrease in fair value of the liability of $493,000 and $2.8 million on the consolidated statement of operations for the years ended December 31, 2025 and 2024, respectively. Upon exercise of the December 2024 and July 2025 Warrants, the fair value of the warrant liability will be reclassified from liabilities into stockholders' equity immediately prior to exercise.

The following table presents the changes in fair value of the Company’s total Level 3 financial liabilities for the year ended December 31, 2025:

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Common Stock Warrant Liabilities

Issuance of Series A common stock warrants in July 2025 3,779,879

Issuance of Series B common stock warrants in July 2025 13,206,951

5. Certain Balance Sheet Items

Prepaid and other current assets at December 31, 2025 and 2024 consisted of the following:

Accounts receivable from affiliated entity 450 1,199,056

Accounts payable and accrued expenses at December 31, 2025 and 2024 consisted of the following:

6. Fixed Assets

Fixed assets at December 31, 2025 and 2024 consisted of the following:

Cost AccumulatedDepreciationandAmortization Net BookValue

Depreciation expense for the years ended December 31, 2025 and 2024 was $1.4 million and $1.8 million, respectively. The Company determined that the carrying value of its fixed assets was not impaired during the periods presented. During the

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year ended December 31, 2024, the Company sold fixed assets with no net book value for a gain of $59,000 and disposed of fixed assets with a net book value of $37,000.

7. Stockholders’ Equity

Preferred Stock

Shares Outstanding as ofDecember 31,

Shares Authorized Shares Issued 2025 2024

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, 2025 and 2024, the conversion value was $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.

Offering of Common Stock

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

Offerings of Common Stock and Warrants

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

The Series A and Series B Warrants, together the “July 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 were originally 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 outstanding Series A warrants to extend the expiration date to March 31, 2026. 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 July 2025 Warrants will not be entitled to exercise any portion of such July 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 July 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 July 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 July 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 July 2025 Warrants), a holder of July 2025 Warrants will be entitled to receive, upon exercise of the July 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the July 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 July 2025 Warrant holder may elect to have the Company or the successor entity purchase the holder’s July 2025 Warrant for its fair market value measured by the Black-Scholes method.

As the July 2025 Warrants are not indexed to the Company’s common stock, the Company recorded a liability for the July 2025 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 December 16, 2024, the Company closed the December 2024 Offering (see “Basis of Presentation and Liquidity” in Note 2 above).

Each December 2024 Warrant issued in the December 2024 Offering has an initial exercise price per share of $3.76, subject to certain adjustments. The December 2024 Warrants may be exercised at any time, in whole or in part, until expiration

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on December 16, 2029. In the event there is no effective registration statement covering the shares of common stock underlying a December 2024 Warrant exercise, the December 2024 Warrants may be exercised via cashless exercise. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a December 2024 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 December 2024 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 December 2024 Warrants.

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 the April 2024 Offering (see “Basis of Presentation and Liquidity” in Note 2 above).

Each April 2024 Pre-Funded Warrant issued in the April 2024 Offering has an initial exercise price per share of $0.001, subject to certain adjustments. The April 2024 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 April 2024 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 April 2024 Pre-Funded Warrants.

As the April 2024 Pre-Funded Warrants 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 April 2024 Pre-Funded Warrants as additional paid-in capital on the Company's consolidated balance sheet as of December 31, 2024.

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. As of December 31, 2024, no April 2024 Pre-Funded Warrants had been exercised.

Common Stock Warrants

The following table summarizes the common stock warrants outstanding as of December 31, 2025 and December 31, 2024:

(1) 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.

As of 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 Series B Warrants had been exercised.

As of December 31, 2025 and 2024, no Warrants issued in the December 2024 Offering had been exercised.

On January 27, 2026, the Company amended each of its 13,564,288 outstanding Series A warrants issued in July 2025 to extend the expiration date to March 31, 2026.

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 years ended December 31, 2025 and 2024, the Company sold 518,670 and 133,900 shares, respectively, of its common stock under the 2024 Sales Agreement. The sales were made at a weighted average price of $2.16 and $7.02 per share,

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respectively, resulting in aggregate net proceeds of $1.1 million and $925,000, respectively. As of December 31, 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 December 31, 2025, the Company had 1,791,787 shares of common stock available for future grant under the 2023 Plan, 669,226 shares underlying outstanding but unvested RSUs and 1,005,903 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 December 31, 2025, the Company had 46,828 shares underlying outstanding but unvested RSUs and options outstanding to purchase 888,189 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, 2025 the Company had 65,759 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 74,753 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 December 31, 2025, the Company had options outstanding to purchase 54,394 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, 2025 and 2024 was $3.7 million and $6.4 million, respectively, of which $1.5 million and $2.8 million was included in research and development expenses and $2.2 million and $3.6 million was included in general and administrative expenses, respectively.

At December 31, 2025 and 2024, there was $1.2 million and $2.1 million, respectively, of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.6 years and 1.5 years, respectively.

At December 31, 2025 and 2024, there was $1.5 million and $2.0 million, respectively, of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.7 years and 1.6 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, 2025 and 2024 was $77,000 and $226,000, respectively. As of December 31, 2025, options to purchase 66,407 shares of common stock granted to non-employees remained outstanding.

The following table summarizes total stock options outstanding at December 31, 2025:

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Options Outstanding Options Exercisable

At December 31, 2025, the aggregate intrinsic value of options outstanding was $0, the aggregate intrinsic value of options exercisable was $0, and the weighted average remaining contractual term of options exercisable was 5.8 years.

At December 31, 2025, the aggregate intrinsic value of unvested RSUs was $1.3 million and the aggregate intrinsic value of RSUs which vested during the year ended December 31, 2025 was $312,000.

At December 31, 2025, options to purchase 2,023,239 shares of common stock and 724,941 RSUs were expected to vest.

Stock option activity under the Company’s equity incentive plans during the year ended December 31, 2025 was as follows:

Number ofShares Weighted-AverageExercise Price

Restricted stock unit activity under the Company’s equity incentive plans during the year ended December 31, 2025 was as follows:

Number ofShares

The weighted average exercise price per share was $91.31 for the 40,736 options which expired during the year ended December 31, 2025 and $139.02 for the 38,503 options which expired during the year ended December 31, 2024.

The weighted average grant date fair value per share was $1.66 and $6.69 for options granted during the years ended December 31, 2025 and 2024, respectively.

The weighted average grant date fair value was $2.02 and $8.30 per share for RSUs granted during the years ended December 31, 2025 and 2024, respectively.

The Company received $1,000 and $68,000 in proceeds from the exercise of stock options during the years ended December 31, 2025 and 2024, respectively. The aggregate intrinsic value of options exercised was $100 and $39,000 during the years ended December 31, 2025 and 2024, respectively.

Performance-and Market-Based RSUs

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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, 2025, 72,068 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. As of December 31, 2025, 11,732, or 20% of the Milestone-based RSU's 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 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 percent 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, 2025, 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 years ended December 31, 2025 and 2024, the Company recognized $75,000 and $44,000, respectively, in stock-based compensation for the Market-based RSUs.

8. 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 December 31, 2025 of 1.4 to 4.0 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

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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 leases. Rent payments under the leases include base rent with annual increases of approximately two to three 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 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 December 31, 2025, the maturities of the Company's operating lease liabilities were as follows:

Year ending December 31,

Total remaining lease payments 11,035,000

Less: present value adjustment (1,667,000)

Total operating lease liabilities 9,368,000

Long-term operating lease liabilities $ 6,545,000

Weighted-average remaining lease term 3.4 years

Weighted-average discount rate 9.0 %

Lease costs included in operating expenses in the consolidated statements of operations for the years ended December 31, 2025 and 2024 were $2.2 million and $2.6 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 December 31, 2025, the Company has four active subleases for a total of approximately 25,000 square feet in its Plymouth Meeting headquarters with two sublease periods through December 31, 2026, one through December 31, 2027 and one 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. The counterclaims seek injunctive relief, damages, attorneys’ fees, interest, costs and other relief from the Company. On July 27, 2020, the Company filed an answer to

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VGXI’s counterclaims, disputing the allegations and the claims raised in VGXI’s filing. All discovery is closed and the parties are waiting for a trial date. The Company intends to aggressively prosecute the claims in the complaint and defend the counterclaims.

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 March 5, 2026, a purported shareholder derivative complaint, Shin v. Shea, et.al, was filed in the United States District Court for the Eastern District of Pennsylvania, naming Jacqueline Shea, the Company’s Chief Executive Officer, Peter Kies, the Company’s Chief Financial Officer, and 7 current directors as defendants.The lawsuit asserts state and federal claims and is based on the same alleged misstatements as the shareholder class action complaint. The lawsuit accuses our board of directors of failing to exercise reasonable and prudent supervision over our management, policies, internal controls and operations.The plaintiff seeks unspecified monetary damages on behalf of us as well as governance reforms.

The Company intends to defend both 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.

9. Income Taxes

In accordance with the guidance pursuant to accounting for income taxes, a deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized.

The components of pretax loss from operations are as follows:

Year Ended December 31,

There was no provision for or benefit from income taxes for the years ended December 31, 2025 and 2024.

The reconciliation of income taxes attributable to continuing operations computed at the statutory tax rates to income tax expense (benefit), using a 21% statutory tax rate for December 31, 2025 and 2024, is as follows:

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$ % $ %

Nontaxable or nondeductible items

Tax credits

Other Adjustments

Effective tax rate $ — — % $ — — %

(a) State taxes in California contributed to the majority (greater than 50%) of the tax effect in this category for the years ending December 31, 2025 and 2024.

The Company did not pay federal, state, or foreign cash income taxes or have cash income taxes refunded in the years ended December 31, 2025 or 2024.

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 are shown below:

As of December 31,

Deferred tax assets:

Deferred tax liabilities:

Net deferred tax liabilities $ — $ —

As of December 31, 2025, the Company had federal, California and other state tax net operating loss (NOL) carryforwards of $1.2 billion, $444.5 million and $86.0 million, respectively, net of the net operating losses that will expire due to IRC Section 382 limitations. The aggregate federal net operating losses generated in 2018 and after for the amount of $953.4 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The federal NOL

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carryforward have begun to expire in 2026, and the California and other state NOL carryforwards will begin and have begun to expire in 2028 and 2026, respectively, unless previously utilized.

In addition, as of December 31, 2025, the Company had federal and state research and development (R&D) tax credit carryforwards of $48.8 million and $9.2 million, respectively. The federal tax credit carryforwards will begin to expire in 2029. The California research tax credits do not expire.

Based upon statute, federal and state losses and credits are expected to expire as follows (in millions):

Expiration Date: Federal NOLs State NOLs Federal R&D State R&D

Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company’s NOL and R&D credit carryforwards may be limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has completed an IRC Section 382/383 analysis, regarding the limitation of NOL and R&D credit carryforwards as of December 31, 2025. As a result of the analysis, the Company estimates that approximately $3.1 million of tax benefits related to NOL and R&D carryforwards will expire unused. Accordingly, the related NOL and R&D credit carryforwards have been removed from deferred tax assets, accompanied by a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, limitations created by current and future ownership changes, if any, related to the Company's operations in the United States will not impact its effective tax rate. Any additional ownership changes, could further limit the ability to use the NOL and R&D carryforwards.

The following table summarizes the activity related to the Company's unrecognized tax benefits:

Year ended December 31,

(Decreases) Increases related to prior year tax positions (201,000) 197,000

The amount of unrecognized tax benefits that, if recognized and realized, would affect the effective tax rate was $24.4 million and $22.9 million as of December 31, 2025 and 2024, respectively, subject to valuation allowances. The Company has not recorded any interest and penalties on the unrecognized tax positions as the Company has continued to generate net operating losses after accounting for the unrecognized tax benefits.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. With few exceptions, the Company is no longer subject to United States federal income tax examinations for years before 2022 and state and local income tax examinations before 2021. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the NOL carryforward amount. The Company is not to its knowledge currently under Internal Revenue Service (“IRS”), state, local or foreign tax examination.

On July 4, 2025, the U.S. President signed into law H.R.1, the legislation commonly known as the One Big Beautiful Bill (OBBB). This legislation extended, modified, or made permanent many of the tax provisions which were initially enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017. The OBBB contains a number of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures. These tax provisions apply to either tax years beginning after December 31, 2024 or December 31, 2025. The Company has reflected the effect of OBBB within the provision for income taxes and the deferred taxes as of December 31, 2025.

10. 401(k) Plan

The Company has adopted a 401(k) Profit Sharing Plan covering substantially all of its employees. The defined contribution plan allows the employees to contribute a percentage of their compensation each year. The Company currently

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matches 50% of its employees’ contributions, up to 6% of their annual compensation. The Company’s contributions are recorded as expense in the accompanying consolidated statements of operations and totaled $1.1 million and $961,000 for the years ended December 31, 2025 and 2024, respectively.

11. Related Party Transactions

Plumbline Life Sciences, Inc.

The Company owned 597,808 shares of common stock in PLS as of December 31, 2025 and 2024, representing a 14.5% and 17.3% ownership interest, respectively. The Company's investment in PLS is recorded as investment in affiliated entity on the consolidated balance sheet as of December 31, 2025 and 2024, and was valued at $2.1 million and $1.6 million, respectively, based on the closing price of the shares on the Korea New Exchange Market at the applicable balance sheet date. 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 the five-year term of the agreement. 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.