Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-14888 | ||
Entity Registrant Name | INOVIO PHARMACEUTICALS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0969592 | ||
Entity Address, Address Line One | 660 W. Germantown Pike | ||
Entity Address, Address Line Two | Suite 110 | ||
Entity Address, City or Town | Plymouth Meeting | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19462 | ||
City Area Code | 267 | ||
Local Phone Number | 440-4200 | ||
Title of 12(b) Security | COMMON STOCK, $0.001 PAR VALUE | ||
Trading Symbol | INO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 425.5 | ||
Entity Common Stock, Shares Outstanding | 260,131,986 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders (the “Proxy Statement’) are incorporated by reference into Part III of this Report. Such Proxy Statement will be filed with the Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2022. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001055726 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Location | San Diego, California |
Auditor Name | Ernst & Young LLP |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 46,329,359 | $ 71,143,778 |
Short-term investments | 206,669,397 | 330,170,940 |
Accounts receivable | 1,701,726 | 5,466,850 |
Accounts receivable from affiliated entities | 10,036,490 | 2,565,194 |
Prepaid expenses and other current assets | 50,130,481 | 38,836,991 |
Prepaid expenses and other current assets from affiliated entities | 375,227 | 261,192 |
Total current assets | 315,242,680 | 448,444,945 |
Fixed assets, net | 7,727,997 | 17,453,206 |
Investments in affiliated entity | 2,007,142 | 3,906,796 |
Intangible assets, net | 2,129,861 | 2,626,355 |
Goodwill | 10,513,371 | 10,513,371 |
Operating lease right-of-use assets | 10,228,207 | 11,571,026 |
Other assets | 684,044 | 1,425,794 |
Total assets | 348,533,302 | 495,941,493 |
Current liabilities: | ||
Accounts payable and accrued expenses | 79,686,885 | 47,644,530 |
Accounts payable and accrued expenses due to affiliated entities | 1,220,439 | 548,032 |
Accrued clinical trial expenses | 10,594,073 | 10,326,266 |
Deferred revenue | 0 | 21,628 |
Operating lease liability | 2,803,973 | 2,603,956 |
Grant funding liability | 2,475,031 | 4,559,721 |
Grant funding liability from affiliated entities | 87,673 | 37,500 |
Total current liabilities | 96,868,074 | 65,741,633 |
Deferred revenue, net of current portion | 0 | 64,361 |
Operating lease liability, net of current portion | 12,655,586 | 15,459,559 |
Deferred tax liabilities | 32,046 | 32,046 |
Other liabilities | 0 | 14,826 |
Total liabilities | 126,170,546 | 96,272,072 |
Commitments and contingencies | ||
Inovio Pharmaceuticals, Inc. stockholders’ equity: | ||
Preferred stock—par value $0.001; Authorized shares: 10,000,000, issued and outstanding shares: 9 at December 31, 2022 and 2021 | 0 | 0 |
Common stock—par value $0.001; Authorized shares: 600,000,000 at December 31, 2022 and 2021, issued and outstanding: 253,091,319 at December 31, 2022 and 217,382,887 at December 31, 2021 | 253,090 | 217,382 |
Additional paid-in capital | 1,710,656,191 | 1,609,589,797 |
Accumulated deficit | (1,487,847,784) | (1,209,855,522) |
Accumulated other comprehensive loss | (698,741) | (282,236) |
Total Inovio Pharmaceuticals, Inc. stockholders’ equity | 222,362,756 | 399,669,421 |
Total liabilities and stockholders’ equity | 348,533,302 | 495,941,493 |
6.50% Convertible Senior Notes Due 2024 | ||
Current liabilities: | ||
Convertible senior notes | $ 16,614,840 | $ 14,959,647 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 9 | 9 |
Preferred stock, shares outstanding (in shares) | 9 | 9 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 253,091,319 | 217,382,887 |
Common stock, shares outstanding (in shares) | 253,091,319 | 217,382,887 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Abstract] | |||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 10,262,268 | $ 1,774,758 | $ 7,411,220 |
Operating expenses: | |||
Research and development | 187,650,503 | 249,240,324 | 94,245,436 |
General and administrative | 90,185,285 | 53,752,353 | 37,247,828 |
Total operating expenses | 277,835,788 | 302,992,677 | 131,493,264 |
Loss from operations | (267,573,520) | (301,217,919) | (124,082,044) |
Other income (expense): | |||
Interest income | 4,782,030 | 3,363,080 | 3,311,846 |
Interest expense | (1,253,952) | (1,936,447) | (8,702,450) |
Change in fair value of derivative liability | 0 | 0 | (75,670,977) |
(Loss) gain on investment in affiliated entities | (1,899,654) | (553,570) | 36,556,658 |
Net unrealized (loss) gain on available-for-sale equity securities | (7,846,172) | (3,222,838) | 1,695,497 |
Other (expense) income, net | (3,861,584) | 343,371 | (704,896) |
Gain on deconsolidation of Geneos | 0 | 0 | 4,121,075 |
Net loss before share in net loss of Geneos | (277,652,852) | (303,224,323) | (162,890,304) |
Share in net loss of Geneos | (2,165,213) | (434,387) | (4,584,610) |
Net loss | (279,818,065) | (303,658,710) | (167,474,914) |
Net loss attributable to non-controlling interest | 0 | 0 | 1,063,757 |
Net loss attributable to Inovio Pharmaceuticals, Inc. | $ (279,818,065) | $ (303,658,710) | $ (166,411,157) |
Net loss per share attributable to Inovio Pharmaceuticals, Inc. stockholders | |||
Basic (in dollars per share) | $ (1.17) | $ (1.45) | $ (1.07) |
Diluted (in dollars per share) | $ (1.17) | $ (1.45) | $ (1.07) |
Weighted average number of common shares outstanding | |||
Basic (in shares) | 238,622,188 | 208,829,801 | 155,126,857 |
Diluted (in shares) | 238,622,188 | 208,829,801 | 155,126,857 |
Convertible Bonds | |||
Other income (expense): | |||
Gain (loss) on extinguishment of convertible bonds and senior notes | $ 0 | $ 0 | $ (8,177,043) |
6.50% Convertible Senior Notes Due 2024 | |||
Other income (expense): | |||
Gain (loss) on extinguishment of convertible bonds and senior notes | $ 0 | $ 0 | $ 8,762,030 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (279,818,065) | $ (303,658,710) | $ (167,474,914) |
Other comprehensive (loss) income: | |||
Foreign currency translation | (25,556) | (30,134) | 27,205 |
Unrealized (loss) gain on short-term investments, net of tax | (390,949) | 4,048 | (755,963) |
Comprehensive loss | (280,234,570) | (303,684,796) | (168,203,672) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 1,063,757 |
Comprehensive loss attributable to Inovio Pharmaceuticals, Inc. | $ (280,234,570) | $ (303,684,796) | $ (167,139,915) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Adjustment | 6.50% Convertible Senior Notes Due 2024 | August 2019 Bonds | Preferred stock | Common stock | Common stock 6.50% Convertible Senior Notes Due 2024 | Common stock August 2019 Bonds | Additional paid-in capital | Additional paid-in capital Adjustment | Additional paid-in capital 6.50% Convertible Senior Notes Due 2024 | Additional paid-in capital August 2019 Bonds | Accumulated deficit | Accumulated deficit Adjustment | Accumulated other comprehensive income (loss) | Non- controlling interest |
Beginning balance (in shares) at Dec. 31, 2019 | 23 | 101,361,034 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 5,404,858 | $ 0 | $ 101,361 | $ 742,646,785 | $ (739,785,655) | $ 472,608 | $ 1,969,759 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock for cash, net of financing costs (in shares) | 66,064,886 | |||||||||||||||
Issuance of common stock for cash, net of financing costs | 454,486,400 | $ 66,065 | 454,420,335 | |||||||||||||
Conversion of preferred stock/senior notes to common stock (in shares) | (14) | 5,147 | 11,535,660 | 4,962,364 | ||||||||||||
Conversion of preferred stock/senior notes to common stock | 0 | $ 43,694,386 | $ 102,671,310 | $ 5 | $ 11,536 | $ 4,961 | (5) | $ 43,682,850 | $ 102,666,349 | |||||||
Exercise of stock options and warrants for cash and vesting of RSUs, net of tax payments (in shares) | 2,922,402 | |||||||||||||||
Exercise of stock options for cash and vesting of RSUs, net of tax payments | 8,241,624 | $ 2,923 | 8,238,701 | |||||||||||||
Stock-based compensation | 15,647,523 | 15,655,585 | (8,062) | |||||||||||||
Acquisition of non-controlling interest in Geneos, net | 2,379,969 | 2,379,969 | ||||||||||||||
Deconsolidation of Geneos | (3,181,640) | (3,181,640) | ||||||||||||||
Net loss attributable to common stockholders | (167,474,914) | (166,411,157) | (1,063,757) | |||||||||||||
Dissolution of majority-owned subsidiary VGX Animal Health, Inc. | 0 | 96,269 | (96,269) | |||||||||||||
Unrealized loss on short-term investments, net of tax | (755,963) | (755,963) | ||||||||||||||
Foreign currency translation | 27,205 | 27,205 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 9 | 186,851,493 | ||||||||||||||
Ending balance at Dec. 31, 2020 | 461,140,758 | $ 0 | $ 186,851 | 1,367,406,869 | (906,196,812) | (256,150) | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock for cash, net of financing costs (in shares) | 27,310,341 | |||||||||||||||
Issuance of common stock for cash, net of financing costs | 209,441,410 | $ 27,310 | 209,414,100 | |||||||||||||
Conversion of preferred stock/senior notes to common stock (in shares) | 1,009,450 | |||||||||||||||
Conversion of preferred stock/senior notes to common stock | 4,377,892 | $ 1,009 | 4,376,883 | |||||||||||||
Exercise of stock options and warrants for cash and vesting of RSUs, net of tax payments (in shares) | 2,211,603 | |||||||||||||||
Exercise of stock options for cash and vesting of RSUs, net of tax payments | 2,057,393 | $ 2,212 | 2,055,181 | |||||||||||||
Stock-based compensation | 26,336,764 | 26,336,764 | ||||||||||||||
Net loss attributable to common stockholders | (303,658,710) | (303,658,710) | ||||||||||||||
Unrealized loss on short-term investments, net of tax | 4,048 | 4,048 | ||||||||||||||
Foreign currency translation | (30,134) | (30,134) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 9 | 217,382,887 | ||||||||||||||
Ending balance at Dec. 31, 2021 | 399,669,421 | $ (1,468,216) | $ 0 | $ 217,382 | 1,609,589,797 | $ (3,294,019) | (1,209,855,522) | $ 1,825,803 | (282,236) | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock for cash, net of financing costs (in shares) | 34,445,743 | |||||||||||||||
Issuance of common stock for cash, net of financing costs | 82,955,311 | $ 34,447 | 82,920,864 | |||||||||||||
Exercise of stock options and warrants for cash and vesting of RSUs, net of tax payments (in shares) | 1,262,689 | |||||||||||||||
Exercise of stock options for cash and vesting of RSUs, net of tax payments | (1,114,609) | $ 1,261 | (1,115,870) | |||||||||||||
Stock-based compensation | 22,555,419 | 22,555,419 | ||||||||||||||
Net loss attributable to common stockholders | (279,818,065) | (279,818,065) | ||||||||||||||
Unrealized loss on short-term investments, net of tax | (390,949) | (390,949) | ||||||||||||||
Foreign currency translation | (25,556) | (25,556) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 9 | 253,091,319 | ||||||||||||||
Ending balance at Dec. 31, 2022 | $ 222,362,756 | $ 0 | $ 253,090 | $ 1,710,656,191 | $ (1,487,847,784) | $ (698,741) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (279,818,065) | $ (303,658,710) | $ (167,474,914) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 3,656,713 | 3,040,096 | 3,038,996 |
Amortization of intangible assets | 496,494 | 520,415 | 547,081 |
Amortization of operating lease right-of-use assets | 1,342,819 | 1,170,270 | 1,041,713 |
Change in fair value of derivative liability | 0 | 0 | 75,670,977 |
Non-cash stock-based compensation | 22,555,419 | 26,336,764 | 15,647,523 |
Non-cash interest expense | 186,977 | 858,644 | 4,077,686 |
Amortization of (discounts) premiums on investments | (1,320,546) | 1,633,286 | 0 |
Loss on short-term investments | 4,029,961 | 5,397 | 588,270 |
Settlement of receivable with shares of common stock from affiliated entity (PLS) | 0 | 0 | (1,713,770) |
Gain on deconsolidation of Geneos | 0 | 0 | (4,121,075) |
Gain on remeasurement of investment in Geneos | (165,215) | 0 | 0 |
Loss on disposal of fixed assets | 1,074,830 | 0 | 26,913 |
Loss (gain) on equity investment in affiliated entities | 1,899,654 | 553,570 | (36,556,658) |
Share of net loss in Geneos | 2,165,213 | 434,387 | 4,584,610 |
Net unrealized loss (gain) on available-for-sale equity securities | 7,846,172 | 3,222,838 | (1,695,497) |
Unrealized transaction (gain) loss on foreign-currency denominated debt | 0 | (176,927) | 15,902 |
Changes in operating assets and liabilities: | |||
Accounts receivable, including from affiliated entities | (3,706,172) | 11,031,705 | (17,015,471) |
Prepaid expenses and other current assets, including from affiliated entities | (5,336,525) | (6,343,632) | (38,475,465) |
Other assets | 741,750 | 24,531,654 | (23,285,424) |
Accounts payable and accrued expenses, including from affiliated entities | 32,606,581 | 26,140,970 | 3,251,478 |
Accrued clinical trial expenses | 267,807 | 375,921 | 5,962,381 |
Deferred revenue, including from affiliated entity | (85,989) | (39,853) | (62,353) |
Operating lease right-of-use assets and liabilities, net | (2,603,956) | (2,329,394) | (2,091,855) |
Grant funding liability, including from affiliated entity | (2,034,517) | (2,973,089) | 624,173 |
Other liabilities | (14,826) | (42,837) | 20,720 |
Net cash used in operating activities | (216,215,421) | (215,708,525) | (177,979,046) |
Cash flows from investing activities: | |||
Purchases of investments | (248,528,843) | (348,953,236) | (156,216,677) |
Proceeds from sale of or maturity of investments | 361,083,850 | 174,839,758 | 62,991,023 |
Purchases of capital assets | (969,153) | (1,231,006) | (1,520,665) |
Proceeds from sale of investment of GeneOne | 0 | 0 | 40,125,418 |
Decrease in cash resulting from the deconsolidation of Geneos | 0 | 0 | (2,774,851) |
Investment in Geneos | (1,999,998) | 0 | (1,399,999) |
Net cash provided by (used in) investing activities | 109,585,856 | (175,344,484) | (58,795,751) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 82,955,311 | 209,441,410 | 454,486,400 |
Proceeds from stock option exercises | 283,022 | 6,668,741 | 12,269,801 |
Taxes paid related to net share settlement of equity awards | (1,397,631) | (4,611,348) | (4,028,177) |
Acquisition of non-controlling interest | 0 | 0 | 2,379,969 |
Proceeds from Geneos issuance of note payable | 0 | 0 | 171,620 |
Net cash provided by financing activities | 81,840,702 | 211,498,803 | 465,279,613 |
Effect of exchange rate changes on cash and cash equivalents | (25,556) | (30,134) | 27,205 |
(Decrease) increase in cash and cash equivalents | (24,814,419) | (179,584,340) | 228,532,021 |
Cash and cash equivalents, beginning of period | 71,143,778 | 250,728,118 | 22,196,097 |
Cash and cash equivalents, end of period | 46,329,359 | 71,143,778 | 250,728,118 |
Supplemental disclosure: | |||
Amounts accrued for purchases of property and equipment | 108,181 | 204,815 | 136,711 |
Interest paid | 1,066,975 | 1,077,803 | 4,624,764 |
Change in prepaid expenses and other current assets related to fixed assets | 6,071,000 | 7,709,337 | 0 |
August 2019 Bonds | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Gain (loss) on extinguishment of convertible bonds and senior notes | 0 | 0 | 8,177,043 |
6.50% Convertible Senior Notes Due 2024 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Gain (loss) on extinguishment of convertible bonds and senior notes | $ 0 | $ 0 | $ (8,762,030) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Inovio Pharmaceuticals, Inc. (the “Company” or “INOVIO”) is a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from diseases associated with HPV, cancer, and infectious diseases. The Company’s goal is to advance its diverse pipeline of product candidates and deliver on the promise of DNA medicines technology in treating and preventing a wide array of diseases. In clinical trials, the INOVIO's DNA medicine candidates have shown the ability to generate immune responses, especially CD4+, CD8+, and memory T-cell responses against targeted pathogens and cancers, via its precisely designed plasmids. These plasmids are delivered into cells using the Company's investigational proprietary smart device, CELLECTRA. INOVIO's lead candidates are focused on diseases associated with HPV. In 2022, INOVIO announced data from a Phase 1/2 clinical trial with INO-3107 for the treatment of HPV-6 and HPV-11 associated RRP. In this trial, treatment with INO-3107 resulted in a statistically significant reduction of the median number of surgeries, a result that reinforces the Company's belief that DNA medicines may play a key role in the treatment of HPV-related diseases. The Company's partners and collaborators include Advaccine Biopharmaceuticals Suzhou Co, ApolloBio Corporation, AstraZeneca, The Bill & Melinda Gates Foundation (Gates), Coalition for Epidemic Preparedness Innovations (CEPI), Defense Advanced Research Projects Agency (DARPA), The U.S. Department of Defense (DoD), HIV Vaccines Trial Network, International Vaccine Institute (IVI), Kaneka Eurogentec, National Cancer Institute (NCI), National Institutes of Health (NIH), National Institute of Allergy and Infectious Diseases (NIAID), the Parker Institute for Cancer Immunotherapy, Plumbline Life Sciences, Regeneron Pharmaceuticals, Richter-Helm BioLogics, Thermo Fisher Scientific, the University of Pennsylvania, the Walter Reed Army Institute of Research, and The Wistar Institute. The Company and its collaborators are currently evaluating the feasibility of, or conducting or planning clinical studies of, DNA medicines for Ebola; HPV-related precancers, including cervical, vulvar, and anal dysplasia; HPV-related cancers, including head & neck; other HPV-related disorders, such as RRP; and GBM. INOVIO was incorporated in Delaware in June 2001 and has its principal executive offices in Plymouth Meeting, Pennsylvania. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Liquidity The Company incurred a net loss attributable to common stockholders of $279.8 million for the year ended December 31, 2022. The Company had working capital of $218.4 million and an accumulated deficit of $1.5 billion as of December 31, 2022. 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 $253.0 million as of December 31, 2022 are sufficient to support the Company's operations for a period of at least 12 months from the date it is issuing these financial statements. 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 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 $83.0 million, $47.7 million and $454.5 million under Sales Agreements during the years ending December 31, 2022, 2021 and 2020, respectively, and $162.1 million from a January 2021 underwritten public offering of common stock. During the year ended December 31, 2019, the Compan y also issued convertible notes and bonds in a series of private placement transactions. 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 the Company may never achieve positive cash flow. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should Inovio be unable to continue as a going concern. The Company's consolidated financial statements as of and for the year ended December 31, 2022 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business for the foreseeable future. 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, may in the future 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 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. 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 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. The Company has contracts with certain of its customers that have represented more than 10% of the Company's total revenues, as discussed in Note 3. Fair Value of Financial Instruments 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 entities, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and convertible senior notes. 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 Company carries convertible senior notes at face value less unamortized debt discount and issuance costs on its consolidated balance sheet, and it presents the fair value of such convertible notes and bonds for disclosure purposes only. 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 money market accounts and U.S. treasury securities at December 31, 2022 and 2021. 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, U.S. treasury securities, commercial paper, certificates of deposit, U.S. agency mortgage-backed securities and an equity investment in the Company’s affiliated entity, PLS, at December 31, 2022 and 2021. Short-term investments are recorded at fair value, based on current market valuations. Unrealized gains and losses on the Company's short-term debt investments 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 the consolidated statements of operations and are derived using the specific identification method for determining the cost of the securities sold. Accounts Receivable Accounts receivable 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. No allowance for doubtful accounts was deemed necessary at December 31, 2022 and 2021. Fixed Assets Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful life of the assets, generally three Long-Lived Assets All long-lived assets are reviewed for impairment in value when changes in circumstances dictate, based upon undiscounted future operating cash flows, and appropriate losses are recognized and reflected in current earnings, to the extent the carrying amount of an asset exceeds its estimated fair value determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets. The Company has not recognized any losses on long-lived assets through December 31, 2022. Valuation of Intangible Assets and Goodwill Intangible assets are amortized over their estimated useful lives ranging from two License costs are recorded based on the fair value of consideration paid and are amortized using the straight-line method over the shorter of the expected useful life of the underlying patents or the term of the related license agreement to the extent the license has an alternative future use. As of December 31, 2022 and 2021, the Company’s intangible assets resulting from prior acquisitions of other companies, and additional intangibles including license costs, net of accumulated amortization, totaled $2.1 million and $2.6 million, respectively. The determination of the value of intangible assets requires management to make estimates and assumptions that affect the Company’s consolidated financial statements. The Company assesses potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The Company’s judgments regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of its acquired businesses, market conditions and other factors. If impairment is indicated, the Company will reduce the carrying value of the intangible asset to fair value. While current and historical operating and cash flow losses are potential indicators of impairment, the Company believes the future cash flows to be received from its intangible assets will exceed the intangible assets’ carrying value, and accordingly, the Company has not recognized any impairment losses through December 31, 2022. Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired businesses. Goodwill is reviewed for impairment at least annually at November 30, or more frequently if an event occurs indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is likely that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not likely that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company will proceed to perform the impairment test in which the fair value of the reporting unit is compared with its carrying amount, and an impairment charge will be recorded for the amount by which the carrying amount exceeds the reporting unit's fair value, if any. The Company performed its annual assessment for goodwill impairment as of November 30, 2022, identifying no impairment. Although there are inherent uncertainties in this assessment process, the estimates and assumptions the Company is using are consistent with its internal planning. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment charge on all or a portion of its goodwill and intangible assets. Furthermore, the Company cannot predict the occurrence of future impairment triggering events nor the impact such events might have on its reported asset values. Future events could cause the Company to conclude that impairment indicators exist and that goodwill or other intangible assets associated with its acquired businesses are impaired. Any resulting impairment loss could have an adverse impact on the Company’s results of operations. See Note 8 for further discussion of the Company’s goodwill and intangible assets. 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 carry forwards. 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 $299.1 million and $237.2 million at December 31, 2022 and 2021, 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. Revenue Recognition The Company recognizes revenue, in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligations. At contract inception, the Company assesses the goods or services agreed upon within each contract and assess whether each good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Collaborative Arrangements The Company assesses whether its collaboration agreements are subject to 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 ASU Topic 606. The Company enters into collaborative arrangements with partners that typically include payment of one or more of the following: (i) license fees; (ii) product supply services; (iii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; and (iv) royalties on net sales of licensed products. Where a portion of non-refundable, upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, the Company must develop estimates and assumptions that require judgment of management to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation. The standalone selling price may include items such as forecasted revenues, development timelines, discount rates and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Product Supply Services Arrangements that include a promise for future supply of drug product for either clinical development or commercial supply at the licensee’s discretion are generally considered as options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations. The Company evaluates whether it is the principal or agent in the arrangement. The Company had determined that it is the principal in the current arrangements as the Company controls the product supply before it is transferred to the customer. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company's or its collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaborative arrangements. 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-expense as opposed to revenue on the consolidated statement of operations. Foreign Currency Transactions The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. The cumulative translation adjustment is included in the accumulated other comprehensive income (loss) within the statement of stockholders' equity. Exchange differences are included in general and administrative expenses in the consolidated statement of operations. Non-monetary assets and liabilities measured at cost are remeasured at the exchange rate at the date of the transaction. Variable Interest Entities (VIE) The Company evaluates its ownership, contractual and other interests in entities that are not wholly-owned to determine if these entities are VIEs, and, if so, whether the Company is the primary beneficiary of the VIE. In determining whether the Company is the primary beneficiary of a VIE and therefore required to consolidate the VIE, the Company applies a qualitative approach that determines whether it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. The Company will continuously perform this assessment, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of a VIE. 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 The Company’s activities have largely consisted of research and development efforts related to developing electroporation delivery technologies, DNA vaccines, DNA immunotherapies and dMABs. Research and development expenses consist of expenses incurred in performing research and development activities including salaries and benefits, facilities and other overhead expenses, clinical trials, contract services and other outside expenses. Research and development expenses are charged to operations as they are incurred. These expenses result from the Company's independent research and development efforts as well as efforts associated with collaborations and licensing arrangements. The Company reviews and accrues clinical trial expense based on work performed, which relies 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. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and included in prepaid expenses and other assets. The deferred amounts are expensed as the related goods are delivered or the services are performed. 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. Diluted net loss per share is calculated in accordance with the treasury stock method for the outstanding 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 dilutive impact of the outstanding Notes and Bonds issued by the Company (discussed in Note 9) has been considered using the "if-converted" method. 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, 2022, 2021 and 2020, basic and diluted net loss per share are the same, as the assumed exercise or settlement of stock options, RSUs and the potentially dilutive shares issuable upon conversion of the Notes and Bonds are antidilutive. 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, 2022 2021 2020 Options to purchase common stock 12,221,548 10,488,993 8,906,624 Service-based restricted stock units 2,556,257 2,448,868 2,558,052 Performance-based restricted stock units 111,941 663,353 663,353 Convertible preferred stock 3,309 3,309 3,309 Convertible notes 3,049,980 3,049,980 3,049,980 December 2019 Bonds — — 1,009,450 Total 17,943,035 16,654,503 16,190,768 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 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 Global Select 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 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, 2022 2021 2020 Risk-free interest rate 2.05% 0.91% 0.63% Expected volatility 94% 93% 78% Expected life in years 5.7 6 6 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, 2022 2021 2020 Risk-free interest rate 1.96% 1.45% 0.82% Expected volatility 87% 87% 76% Expected life in years 10 10 10 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. 2020-06. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the guidance on an issuer’s accounting for convertible instruments and contracts in its own equity. ASU 2020-06 was effective for public entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 1, 2022 on a modified retrospective basis and recorded a net reduction in accumulated deficit of $1.8 million, a decrease in additional paid-in capital of $3.3 million, and an increase in convertible senior notes of $1.5 million to reflect the impact of the accounting change. The Company derecognized the related deferred tax liabilities of $1.5 million with a corresponding adjustment to the valuation allowance, resulting in no net impact to the cumulative adjustment to retained earnings (see Note 9, Convertible Debt, for additional information). |
Revenue Recognition and Concent
Revenue Recognition and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Concentration of Credit Risk | Revenue Recognition and Concentration of Credit RiskDuring the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue from various license and other agreements. The following table indicates the percentage of total revenues in excess of 10% with any single customer: Customer 2022 Revenue % of Total 2021 Revenue % of Total 2020 Revenue % of Total Advaccine $ — — % $ — — % $ 5,000,000 68 % Plumbline Life Sciences, Inc. (affiliated entity) 33,596 — 245,310 14 1,370,396 18 U.S. Department of Defense 9,591,778 94 754,853 43 — — All other, including affiliated entities 636,894 6 774,595 43 1,040,824 14 Total revenue $ 10,262,268 100 % 1 $ 1,774,758 100 % 1 $ 7,411,220 100 % Of the total revenue recognized during the year ended December 31, 2022, $14,000 was in deferred revenue as of December 31, 2021. During the year ended December 31, 2021, the Company recognized revenue of $46,000 that was included in deferred revenue at December 31, 2020. Performance obligations are generally satisfied within 12 months of the initial contract date. As of December 31, 2022, all of the Company's accounts receivable was attributable to the CEPI MERS grant. As of December 31, 2021, $3.6 million, or 65%, and $1.9 million, or 34%, of the Company's accounts receivable was attributable to the DoD and CEPI MERS grants, respectively. There is minimal credit risk with these customers based upon collection history, their size and financial condition. Accordingly, the Company does not consider it necessary to record a reserve for uncollectible accounts receivable. |
Collaborative Agreements
Collaborative Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Agreements | Collaborative Agreements Advaccine Biopharmaceuticals Suzhou Co., Ltd. On December 31, 2020, the Company entered into a Collaboration and License Agreement with Advaccine Biopharmaceuticals Suzhou Co., Ltd. (“Advaccine”), which was amended and restated on June 7, 2021 (as amended and restated, the “Advaccine Agreement”). Under the terms of the Advaccine Agreement, the Company granted to Advaccine the exclusive right to develop, manufacture and commercialize the Company’s vaccine candidate INO-4800 within the territories of China, Taiwan, Hong Kong and Macau (referred to collectively as “Greater China”) and 33 additional countries in Asia. Advaccine does not have the right to grant sublicenses, other than to affiliated entities, without the Company’s express prior written consent. As part of the collaboration, Advaccine also granted to the Company a non-exclusive license to certain DNA vaccine manufacturing processes. The June 2021 amendment related to a collaboration between the Company and Advaccine to jointly conduct a global Phase 3 segment of the Company’s clinical trial of INO-4800. The parties were jointly participating in the trial and were to equally share the global development costs for the trial, including the Company’s manufacturing costs to supply INO-4800. Advaccine agreed to be fully responsible for conducting the trial in Greater China, including its costs and expenses incurred. On October 27, 2022, the Company announced that it had discontinued its internally funded efforts to develop INO-4800 as a COVID-19 heterologous booster vaccine. Advaccine will continue to develop INO-4800 with its own resources under the terms of the Advaccine Agreement. Under the Advaccine Agreement, Advaccine made an upfront payment to the Company of $3.0 million in January 2021. In addition to the upfront payment, the Company is entitled to receive up to an aggregate of $200.0 million upon the achievement of specified milestones related to the development, regulatory approval and commercialization of INO-4800, including the achievement of specified net sales thresholds for INO-4800 in Greater China and the additional covered territories, if approved. The Company will also be entitled to receive a royalty equal to a high single-digit percentage of annual net sales in each region within the licensed territory, subject to reduction in the event of competition from biosimilar products in a particular region and in other specified circumstances. Advaccine’s obligation to pay royalties will continue, on a licensed product-by-licensed product basis and region-by-region basis, for ten years after the first commercial sale in a particular region within Greater China or, if later, until the expiration of the last-to-expire patent covering a given licensed product in a given region. Beginning in the first calendar year following the first commercial sale of INO-4800 in the licensed territory outside of Greater China, Advaccine will pay the Company an annual maintenance fee of $1.5 million for a period of five years, which fee will be creditable against any royalties payable by Advaccine with respect to sales outside of Greater China. Under the Advaccine Agreement, the Company will supply Advaccine’s clinical requirements of INO-4800 and devices, although Advaccine may manufacture INO-4800 for its clinical use and may procure alternate suppliers. Advaccine is responsible for the manufacture and supply of INO-4800 itself or through a contract manufacturer for commercial use. Upon Advaccine’s reasonable request, the parties may negotiate a separate clinical and/or commercial supply agreement. The Advaccine Agreement will continue in force on a region-by-region basis until Advaccine has no remaining royalty obligations in such region. Either party may terminate the Advaccine Agreement (i) in the event the other party shall have materially breached its obligations thereunder and such default shall have continued for a specified period after written notice thereof or (ii) upon the bankruptcy or insolvency of the other party. In addition, the Company may terminate the agreement, upon prior written notice, if Advaccine (i) ceases all development or commercialization activities for at least nine months, subject to certain exceptions, or (ii) challenges the validity, enforceability or scope of any of the patents licensed by the Company to Advaccine under the Advaccine Agreement, subject to certain conditions. Advaccine may terminate the Advaccine Agreement at any time for convenience upon nine months’ written notice to the Company, if such notice is provided before the first commercial sale of INO-4800 in the licensed territory, or 18 months’ written notice thereafter; provided that the Company may accelerate the effectiveness of such termination to the extent permitted by law. The Company evaluated the terms of the Advaccine Agreement under ASC Topics 606 and 808 at inception and determined that the contract was with a customer and therefore should be accounted for under ASC Topic 606. The license to INO-4800 in the territories was identified as the only distinct performance obligation on a standalone basis as of the inception of the Advaccine Agreement. The Company concluded that the license was distinct from potential future manufacturing and supply obligations. The Company further determined that the transaction price under the Advaccine Agreement consisted of the $3.0 million upfront payment received in January 2021 plus a $2.0 million milestone payment which was achieved upon contract signing. The future potential milestone amounts were not included in the transaction price, as they were all determined to be fully constrained. As part of the evaluation of the development and regulatory milestones constraint, the Company determined that the achievement of such milestones is contingent upon success in future clinical trials and regulatory approvals, each of which is uncertain. Future potential milestone amounts may be recognized as revenue under the Advaccine Agreement, as well as under other collaborative research and development arrangements, if unconstrained. Reimbursable program costs will be recognized proportionately with the performance of the underlying services or delivery of drug supply and are excluded from the transaction price. Under Topic 606, the entire transaction price of $5.0 million was allocated to the license performance obligation. The Company recognized $0, $0 and $5.0 million of revenue for the years ended December 31, 2022, 2021, and 2020, respectively, under the Advaccine Agreement. In connection with the June 2021 amendment, the Company determined that the global Phase 3 trial component of the agreement was a collaboration and not a contract with a customer and therefore accounted for the June 2021 amendment under ASC Topic 808. Reimbursements from Advaccine were recognized as contra-research development expense on the consolidated statement of operations once earned and collectibility was assured. During the years ended December 31, 2022, 2021 and 2020 the Company received funding of $1.2 million, $4.5 million and $0, respectively, from Advaccine that was recorded as contra-research and development expense. ApolloBio Corporation On December 29, 2017, the Company entered into an Amended and Restated License and Collaboration Agreement (the "ApolloBio Agreement"), with ApolloBio Corporation ("ApolloBio"), with an effective date of March 20, 2018. 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 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. The ApolloBio Agreement will continue in force until ApolloBio has no remaining royalty obligations. Either party may terminate the ApolloBio Agreement in the event the other party shall materially breach or default in the performance of its material obligations thereunder and such default continues for a specified period after written notice thereof. In addition, ApolloBio may terminate the ApolloBio Agreement at any time beginning one year after the effective date for any reason upon 90 days written notice to the Company. For the years ended December 31, 2022, 2021 and 2020, there has been no significant reimbursable program costs under the ApolloBio Agreement. Coalition for Epidemic Preparedness Innovations The Company previously entered into agreements with CEPI pursuant to which the Company intended to develop vaccine candidates against Lassa fever and MERS. The goal of the collaboration between the Company and CEPI was to conduct research and development so that investigational stockpiles would be ready for clinical efficacy trial testing during potential disease outbreaks. The agreements with CEPI contemplated preclinical studies, as well as Phase 1 and Phase 2 clinical trials, occurring over multiple years. As part of the arrangement between the parties, CEPI agreed to fund up to an aggregate of $56 million of costs over a five-year period for preclinical studies, as well as planned Phase 1 and Phase 2 clinical trials, to be conducted by the Company and collaborators, with funding from CEPI based on the achievement of identified milestones. During the years ended December 31, 2022, 2021 and 2020, the Company received funding of $6.7 million, $10.0 million and $6.4 million, respectively, related to these grants and recorded those payments as contra-research and development expense. As of December 31, 2022 and 2021, the Company had an accounts receivable balance of $1.7 million and $1.9 million, respectively, on the consolidated balance sheet related to these CEPI grants. In November 2022, the Company announced that it and CEPI would discontinue the development of these product candidates targeting Lassa fever and MERS, following the initial analysis of data from the studies conducted by the Company and funded by CEPI. In January 2020, CEPI awarded the Company a grant of up to $9.0 million to support preclinical and clinical development of INO-4800 through Phase 1 human testing in the United States. In April 2020, CEPI awarded the Company a grant of $6.9 million to work with the International Vaccine Institute ("IVI") and the Korea National Institute of Health ("KNIH") to conduct clinical trials of INO-4800 in South Korea, a grant of $5.0 million to accelerate development of the Company's next-generation intradermal electroporation device, known as CELLECTRA 3PSP, for the intradermal delivery of INO-4800, and a grant of $1.3 million to support large-scale manufacturing of INO-4800. During the years ended December 31, 2022, 2021 and 2020 , the Company received funding of $1.1 million, $6.9 million and $10.0 million, respectively, from CEPI related to these grants for INO-4800 and recorded such amounts as contra-research and development expense. As of December 31, 2022 and 2021, the Company had $2.3 million and $1.8 million recorded as deferred grant funding on the consolidated balance sheet related to the CEPI grants related to INO-4800, respectively Bill & Melinda Gates Foundation In October 2018, Gates awarded and funded the Company a grant of $2.2 million to advance the development of dMAbs to address issues in infectious disease prevention and therapy. This technology has high relevance for the control of influenza and HIV. This next-generation approach to the delivery of monoclonal antibodies would make the technology accessible to low and middle-income countries. In August 2019, Gates funded an additional $1.1 million for the project. During the years ended December 31, 2022, 2021 and 2020, the Company recorded $233,000, $182,000 and $463,000, respectively, as contra-research and development expense related to the Gates dMAb grant. As of December 31, 2022 and 2021, the Company had $153,000 and $384,000 recorded as deferred grant funding on the consolidated balance sheet related to the grant, respectively. In March 2020, Gates awarded and funded the Company a grant of $5.0 million to accelerate the development of the CELLECTRA 3PSP device for the intradermal delivery of INO-4800. During the years ended December 31, 2022, 2021 and 2020, the Company recorded $0, $893,000 and $4.1 million, respectively, as contra-research and development expense related to this Gates grant. Department of Defense (DoD) In June 2020, the Company entered into an Other Transaction Authority for Prototype Agreement (the “OTA Agreement”) with the DoD to fund the Company’s efforts in developing the CELLECTRA ® 3PSP device and associated arrays to be used for delivery of INO-4800 against COVID-19. The total amount of funding provided to the Company under the OTA Agreement was $54.5 million. The Company determined that the OTA Agreement should be considered under Subtopic 958-605, Not-for-Profit Entities-Revenue Recognition , which is outside the scope of Topic 606, as the government agency granting the Company funds was not receiving reciprocal value for their contributions. The Company recorded contra-research development expense on the consolidated statement of operations in the same period that the underlying expenses were incurred. During the years ended December 31, 2022, 2021 and 2020, the Company recorded $6.1 million, $27.1 million and $21.2 million, respectively, as contra-research and development expense related to the OTA agreement Additionally, in June 2020, the Company was awarded a fixed-price contract (the “Procurement Contract”) from the DoD for the purchase of the Company’s intradermal CELLECTRA ® 2000 device and accessories. The total purchase price under the Procurement Contract was $16.8 million. The Company determined that the Procurement Contract fell under the scope of ASC Topic 606 as the contract was with a customer and the Company was able to satisfy its obligations under the arrangement. Performance obligations under the Procurement Contract consisted of the delivery of a specified number of CELLECTRA ® 2000 devices and accessories. The total transaction price was allocated to the individual performance obligations based on the determined standalone selling price for the devices and accessories. In 2021, the DoD announced that it would discontinue funding for the Phase 3 segment of the Company's clinical trials for INO-4800 and in January 2022, the total purchase price under the Procurement Contract was reduced to $10.7 million. During the year ended December 31, 2022, all performance obligations under the Procurement Contract were satisfied. During the years ended December 31, 2022, 2021 |
Short-term Investments and Fair
Short-term Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments and Fair Value Measurements | Short-term Investments and Fair Value Measurements The following is a summary of available-for-sale securities as of December 31, 2022 and 2021: As of December 31, 2022 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Value Mutual funds --- $ 117,036,232 $ — $ (9,373,514) $ 107,662,718 U.S. treasury securities Less than 1 95,001,209 7,567 (44,266) 94,964,510 Certificates of deposit Less than 1 2,977,564 13,664 (320) 2,990,908 U.S. agency mortgage-backed securities * 1,435,592 — (384,331) 1,051,261 $ 216,450,597 $ 21,231 $ (9,802,431) $ 206,669,397 As of December 31, 2021 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Value Mutual funds --- $ 192,966,772 $ 87,069 $ (1,614,411) $ 191,439,430 U.S. treasury securities Less than 1 94,193,441 — (9,921) 94,183,520 Commercial paper Less than 1 39,967,853 — — 39,967,853 Certificates of deposit Less than 1 2,976,210 15,618 (338) 2,991,490 U.S. agency mortgage-backed securities * 1,608,137 4,508 (23,998) 1,588,647 $ 331,712,413 $ 107,195 $ (1,648,668) $ 330,170,940 *No single maturity date. During the years ended December 31, 2022 and 2021, the Company recorded gross realized ga in on investments of $21,000 and $394,000, respectively, and gross realized loss on investments of $4.1 million and $399,000, respectively. During the years ended December 31, 2022 and 2021, the Company recorded net unrealized loss on available-for-sale equity securities of $7.8 million and $3.2 million, respectively. No material balances were reclassified out of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020. 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, 2022, the Company had 29 available-for-sale securities in a gross unrealized loss position, of which 21 with an aggregate total unrealized loss of $8.7 million were in such position for longer than 12 months. 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, 2022 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, 2022, 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 that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2022: Fair Value Measurements at December 31, 2022 Total Quoted Prices Significant Significant Short-term investments Mutual funds $ 107,662,718 $ 107,662,718 $ — $ — U.S. treasury securities 94,964,510 94,964,510 — — Certificates of deposit 2,990,908 — 2,990,908 — U.S. agency mortgage-backed securities 1,051,261 — 1,051,261 — Total short-term investments 206,669,397 202,627,228 4,042,169 — Investment in affiliated entity 2,007,142 2,007,142 — — Total assets measured at fair value $ 208,676,539 $ 204,634,370 $ 4,042,169 $ — The following table presents the Company’s assets that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2021: Fair Value Measurements at December 31, 2021 Total Quoted Prices Significant Significant Short-term investments Mutual funds $ 191,439,430 $ 191,439,430 $ — $ — U.S. treasury securities 94,183,520 94,183,520 — — Commercial paper 39,967,853 — 39,967,853 — Certificates of deposit 2,991,490 — 2,991,490 — U.S. agency mortgage-backed securities 1,588,647 — 1,588,647 — Total short-term investments 330,170,940 285,622,950 44,547,990 — Investments in affiliated entity 3,906,796 3,906,796 — — Total assets measured at fair value $ 334,077,736 $ 289,529,746 $ 44,547,990 $ — Level 1 assets at December 31, 2022 and 2021 consisted of mutual funds and U.S. treasury securities held by the Company that are valued at quoted market prices, as well as 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 ope rations 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, 2022 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. Level 2 assets at December 31, 2021 consisted of commercial paper, certificates of deposit and U.S. agency mortgage-backed securities. The Company obtains the fair value of its Level 2 assets from a 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 |
Short-term Investments and Fair Value Measurements | Short-term Investments and Fair Value Measurements The following is a summary of available-for-sale securities as of December 31, 2022 and 2021: As of December 31, 2022 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Value Mutual funds --- $ 117,036,232 $ — $ (9,373,514) $ 107,662,718 U.S. treasury securities Less than 1 95,001,209 7,567 (44,266) 94,964,510 Certificates of deposit Less than 1 2,977,564 13,664 (320) 2,990,908 U.S. agency mortgage-backed securities * 1,435,592 — (384,331) 1,051,261 $ 216,450,597 $ 21,231 $ (9,802,431) $ 206,669,397 As of December 31, 2021 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Value Mutual funds --- $ 192,966,772 $ 87,069 $ (1,614,411) $ 191,439,430 U.S. treasury securities Less than 1 94,193,441 — (9,921) 94,183,520 Commercial paper Less than 1 39,967,853 — — 39,967,853 Certificates of deposit Less than 1 2,976,210 15,618 (338) 2,991,490 U.S. agency mortgage-backed securities * 1,608,137 4,508 (23,998) 1,588,647 $ 331,712,413 $ 107,195 $ (1,648,668) $ 330,170,940 *No single maturity date. During the years ended December 31, 2022 and 2021, the Company recorded gross realized ga in on investments of $21,000 and $394,000, respectively, and gross realized loss on investments of $4.1 million and $399,000, respectively. During the years ended December 31, 2022 and 2021, the Company recorded net unrealized loss on available-for-sale equity securities of $7.8 million and $3.2 million, respectively. No material balances were reclassified out of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020. 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, 2022, the Company had 29 available-for-sale securities in a gross unrealized loss position, of which 21 with an aggregate total unrealized loss of $8.7 million were in such position for longer than 12 months. 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, 2022 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, 2022, 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 that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2022: Fair Value Measurements at December 31, 2022 Total Quoted Prices Significant Significant Short-term investments Mutual funds $ 107,662,718 $ 107,662,718 $ — $ — U.S. treasury securities 94,964,510 94,964,510 — — Certificates of deposit 2,990,908 — 2,990,908 — U.S. agency mortgage-backed securities 1,051,261 — 1,051,261 — Total short-term investments 206,669,397 202,627,228 4,042,169 — Investment in affiliated entity 2,007,142 2,007,142 — — Total assets measured at fair value $ 208,676,539 $ 204,634,370 $ 4,042,169 $ — The following table presents the Company’s assets that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2021: Fair Value Measurements at December 31, 2021 Total Quoted Prices Significant Significant Short-term investments Mutual funds $ 191,439,430 $ 191,439,430 $ — $ — U.S. treasury securities 94,183,520 94,183,520 — — Commercial paper 39,967,853 — 39,967,853 — Certificates of deposit 2,991,490 — 2,991,490 — U.S. agency mortgage-backed securities 1,588,647 — 1,588,647 — Total short-term investments 330,170,940 285,622,950 44,547,990 — Investments in affiliated entity 3,906,796 3,906,796 — — Total assets measured at fair value $ 334,077,736 $ 289,529,746 $ 44,547,990 $ — Level 1 assets at December 31, 2022 and 2021 consisted of mutual funds and U.S. treasury securities held by the Company that are valued at quoted market prices, as well as 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 ope rations 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, 2022 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. Level 2 assets at December 31, 2021 consisted of commercial paper, certificates of deposit and U.S. agency mortgage-backed securities. The Company obtains the fair value of its Level 2 assets from a 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 |
Certain Balance Sheet Items
Certain Balance Sheet Items | 12 Months Ended |
Dec. 31, 2022 | |
Certain Balance Sheet Items [Abstract] | |
Certain Balance Sheet Items | Certain Balance Sheet Items Prepaid and other current assets at December 31, 2022 and 2021 consisted of the following: 2022 2021 Insurance recovery (a) $ 30,000,000 $ — Prepaid manufacturing expenses 1,401,028 27,474,159 Other prepaid expenses 18,729,453 11,362,832 $ 50,130,481 $ 38,836,991 Accounts payable and accrued expenses at December 31, 2022 and 2021 consisted of the following: 2022 2021 Trade accounts payable $ 19,862,487 $ 27,424,743 Accrued compensation 12,574,921 16,112,912 Accrued litigation settlement (a) 44,000,000 — Other accrued expenses 3,249,477 4,106,875 $ 79,686,885 $ 47,644,530 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets at December 31, 2022 and 2021 consisted of the following: Cost Accumulated Net Book As of December 31, 2022 Leasehold improvements $ 15,803,108 $ (10,036,080) $ 5,767,028 Research and development equipment 5,300,104 (4,295,217) 1,004,887 Office furniture and fixtures 2,827,476 (2,803,800) 23,676 Computer equipment and other 5,360,712 (4,428,306) 932,406 $ 29,291,400 $ (21,563,403) $ 7,727,997 As of December 31, 2021 Leasehold improvements $ 15,803,108 $ (8,258,608) $ 7,544,500 Research and development equipment 12,392,916 (4,279,816) 8,113,100 Office furniture and fixtures 2,827,476 (2,599,643) 227,833 Computer equipment and other 5,374,084 (3,806,311) 1,567,773 $ 36,397,584 $ (18,944,378) $ 17,453,206 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following sets forth goodwill and intangible assets by major asset class: December 31, 2022 December 31, 2021 Weighted Average Useful Gross Accumulated Net Book Gross Accumulated Net Book Indefinite lived: Goodwill $ 10,513,371 $ — $ 10,513,371 $ 10,513,371 $ — $ 10,513,371 Definite lived: Licenses 10 1,323,761 (1,323,761) — 1,323,761 (1,305,600) 18,161 Bioject (a) 12 5,100,000 (2,988,889) 2,111,111 5,100,000 (2,735,556) 2,364,444 Other (b) 18 4,050,000 (4,031,250) 18,750 4,050,000 (3,806,250) 243,750 Total intangible assets 11 10,473,761 (8,343,900) 2,129,861 10,473,761 (7,847,406) 2,626,355 Total goodwill and intangible assets $ 20,987,132 $ (8,343,900) $ 12,643,232 $ 20,987,132 $ (7,847,406) $ 13,139,726 (a) Bioject intangible assets represent the estimated fair value of developed technology and intellectual property which were recorded from an asset acquisition. (b) Other intangible assets represent the estimated fair value of acquired intellectual property. Aggregate amortization expense on intangible assets was $496,000, $520,000 and $547,000 for the years ended December 31, 2022, 2021 and 2020, respectively. Amortization expense related to intangible assets at December 31, 2022 is expected to be incurred as follows: Year ending December 31, 2023 $ 273,000 2024 253,000 2025 253,000 2026 253,000 2027 253,000 Thereafter 845,000 $ 2,130,000 There were no impairment or impairment indicators present and no losses were recorded during the years ended December 31, 2022, 2021 and 2020. |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Debt Convertible Senior Notes On February 19, 2019 and March 1, 2019, the Company completed a private placement of $78.5 million aggregate principal amount of its 6.50% convertible senior notes due 2024 (the “Notes”). The Notes were sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Net proceeds from the offering were $75.7 million. The Notes are senior unsecured obligations of the Company and accrue interest payable in cash semi-annually in arrears on March 1 and September 1 of each year at a rate of 6.50% per annum. The Notes mature on March 1, 2024, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding November 1, 2023, the Notes will be convertible at the option of the holders only upon the satisfaction of certain circumstances. Thereafter, the Notes will be convertible at the option of the holders at any time until the close of business on the scheduled trading day immediately before the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate was 185.8045 shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $5.38 per share), subject to adjustment upon the occurrence of specified events. The Company may redeem all, or any portion, of the Notes for cash if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Initially, in accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments, which do not have an associated convertible feature. The carrying amount of the equity component representing the conversion option for the Notes was $16.3 million and was recorded as a debt discount, which was being amortized to interest expense at an effective interest rate of 13.1%. In addition, the Company allocated $592,000 of debt issuance costs to the equity component and the remaining debt issuance costs of $2.2 million were allocated to the liability component, which were being amortized to interest expense under the effective interest rate method. On January 1, 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which is intended to simplify the accounting for convertible instruments. The ASU eliminates the cash conversion feature models in ASC 470-20, Debt with Conversion and Other Options, which required an issuer of certain convertible debt to separately account for embedded conversion features as a component of equity. Instead, an issuer will account for these securities as a single unit of account, unless the conversion feature meets certain criteria. The Company adopted the new standard using the modified retrospective method and recorded a net reduction to accumulated deficit of $1.8 million, a decrease to additional paid-in capital of $3.3 million, and an increase to convertible senior notes of $1.5 million to reflect the impact of the accounting change. The Notes are now accounted for as a single liability measured at amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The balance of the Notes at December 31, 2022 was as follows: Principal amount $ 78,500,000 Principal amount converted into common shares (62,085,000) Unamortized debt issuance cost (155,815) Accrued interest 355,655 Net carrying amount $ 16,614,840 For the years ended December 31, 2022, 2021 and 2020, the Company recognized $1.3 million, $1.9 million and $6.9 million, respectively, of interest expense related to the Notes, of which $1.1 million, $1.1 million and $4.1 million, respectively, related to the contractual interest coupon. As of December 31, 2022, future minimum payments due under the Notes, representing contractual amounts due, including interest based on the fixed rate of 6.5% per annum, were as follows: 2023 1,067,000 2024 16,948,000 Total $ 18,015,000 December 2019 Convertible Bonds On December 26, 2019, the Company closed a private placement of convertible promissory notes (the “December 2019 Bonds”) with an aggregate principal amount of 4.7 billion KRW (USD $4.1 million based on the exchange rate on the date of issuance) issued to a Korea-based institutional investor. Net proceeds from the offering were $4.0 million. The December 2019 Bonds, which were unsecured obligations of the Company, were issued on December 31, 2019 and accrue interest at a coupon rate of 1.00% per annum, payable quarterly. The December 2019 Bonds were scheduled to mature on December 31, 2024, unless earlier converted or repurchased. On March 17, 2021, the December 2019 Bonds were converted in full into an aggregate of 1,009,450 shares of the Company's common stock, leaving no further December 2019 Bonds outstanding. Upon conversion, the $4.4 million carrying value of the December 2019 Bonds was reclassified to stockholders' equity. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock Shares Outstanding as of Shares Authorized Shares Issued 2022 2021 Series C Preferred Stock, par $0.001 1,091 1,091 9 9 The holder of a share or shares of Series C preferred stock has the right at any time, at such holder’s option, to convert all or any lesser portion of such holder’s shares of the preferred stock into fully paid and non-assessable shares of common stock. As of December 31, 2021, the conversion value w as $27.20 per share, such that the outstanding shares of Series C preferred stock were convertible into an aggregate of 3,309 shares of common stock. Issuances of Common Stock On November 9, 2021, the Company entered into an ATM Equity Offering SM Sales Agreement (the “2021 Sales Agreement”) with outside sales agents (collectively, the “Sales Agents”) for the offer and sale of its common stock for an aggregate offering price of up to $300.0 million. The 2021 Sales Agreement provides that the Sales Agents will be 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 Agents under the 2021 Sales Agreement. During the years ended December 31, 2022 and 2021, the Company sold 34,445,743 and 6,955,341 shares, respectively, of its common stock under the 2021 Sales Agreement. The sales were made at a weighted average price of $2.44 and $6.96 per share, respectively, resulting in aggregate net proceeds of $83.0 million and $47.7 million, respectively. As of December 31, 2022 there was $167.4 million of remaining capacity under the 2021 Sales Agreement. On January 25, 2021, the Company closed an underwritten public offering of 20,355,000 shares of common stock at a public offering price of $8.50 per share. The net proceeds to the Company, after deducting the underwriters' discounts and commissions and other offering expenses, were $162.1 million. Stock Options and Restricted Stock Units The Company has a stock-based incentive plan, the 2016 Omnibus Incentive Plan (as amended to date, the "2016 Incentive Plan"), pursuant to which the Company may grant stock options, restricted stock awards, RSUs and other stock-based awards or short-term cash incentive awards to employees, directors and consultants. The 2016 Incentive Plan was originally approved by the Company's stockholders on May 13, 2016, and an amendment to the plan to increase the number of shares available for issuance was approved by the stockholders on May 8, 2019. As of December 31, 2022, the maximum number of shares of the Company’s common stock available for issuance over the term of the 2016 Incentive Plan was 22,000,000 shares. On the first business day of each calendar year, the maximum number of shares is increased by 2,000,000 shares of common stock unless the Company's board of directors determines, prior to January 1 for any such calendar year, to increase the maximum amount by a lesser amount. On January 1, 2022 and again on January 1, 2023, the maximum number of shares increased by 2,000,000. At December 31, 2022, the Company had 3,831,240 shares of common stock available for future grant under the 2016 Incentive Plan, 2,446,257 shares underlying outstanding but unvested service-based RSUs, options outstanding to purchase 10,132,969 shares of common stock and 111,941 shares of performance-based RSUs outstanding under the 2016 Incentive Plan. The awards granted and available for future grant under the 2016 Incentive Plan generally vest over three years and have a maximum contractual term of ten years. The 2016 Incentive Plan terminates by its terms on March 9, 2026. 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 2,000,000 shares. At December 31, 2022 the Company had 1,703,750 shares of common stock available for future grant under the 2022 Inducement Plan, 110,000 shares underlying outstanding but unvested RSUs and options outstanding to purchase 186,250 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, 2022, the Company had options outstanding to purchase 1,902,329 shares of common stock under the 2007 Incentive Plan. The awards granted under the 2007 Incentive Plan generally vest 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, 2022, 2021 and 2020 was $22.2 million, $25.0 million and $14.5 million, respectively, of which $8.8 million, $13.4 million and $8.0 million was included in research and development expenses and $13.4 million, $11.6 million and $6.5 million was included in general and administrative expenses, respectively. The Company entered into a Separation Agreement with its former President and Chief Executive Officer on May 10, 2022, under which outstanding RSUs as of the separation date were fully vested, and one-half of the RSUs were settled in the Company's common stock and the remainder settled in cash. The officer's stock options will continue to vest over a certain period and will remain exercisable until five years after the separation date. Stock-based compensation for the year ended December 31, 2022 included a $4.2 million charge related to these RSU and stock option modifications. At December 31, 2022 and 2021, there was $10.5 million and $16.5 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 2.0 years, respectively. At December 31, 2022 and 2021, there was $7.2 million and $13.4 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 1.8 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, 2022, 2021 and 2020 was $1.3 million, $1.4 million and $1.2 million, respectively. As of December 31, 2022, options to purchase 665,875 shares of common stock granted to non-employees remained outstanding. The following table summarizes total stock options outstanding at December 31, 2022: Options Outstanding Options Exercisable Exercise Price Shares Underlying Options Weighted-Average Weighted Shares Underlying Options Weighted Average $1.56-$3.00 830,542 8.3 $ 2.17 247,104 $ 2.29 $3.01-$6.00 5,461,365 7.1 $ 3.50 3,059,330 $ 3.67 $6.01-$9.00 3,349,587 5.3 $ 7.57 2,861,909 $ 7.49 $9.01-$12.00 1,930,825 7.1 $ 10.97 1,080,389 $ 10.89 $12.01-$15.00 580,947 4.1 $ 13.38 529,392 $ 13.34 $15.01-$25.62 68,282 7.6 $ 21.12 51,568 $ 21.11 12,221,548 6.6 $ 6.28 7,829,692 $ 6.79 At December 31, 2022, 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 5.7 years. At December 31, 2022, the aggregate intrinsic value of unvested RSUs was $4.0 million and the aggregate intrinsic value of RSUs which vested during the year ended December 31, 2022 was $4.6 million. At December 31, 2022, options to purchase 12,221,548 shares of common stock and 2,556,257 RSUs were expected to vest. Stock option activity under the Company’s equity incentive plans during the year ended December 31, 2022 was as follows: Number of Weighted-Average Balance, December 31, 2021 10,488,993 $ 7.93 Granted 4,623,448 3.11 Exercised (118,694) 2.38 Cancelled (2,772,199) 7.46 Balance, December 31, 2022 12,221,548 $ 6.28 Restricted stock unit activity under the Company’s equity incentive plans during the year ended December 31, 2022 was as follows: Number of Balance, December 31, 2021 2,448,868 Granted 2,485,947 Vested (1,618,235) Cancelled (760,323) Balance, December 31, 2022 2,556,257 The weighted average exercise price per share was $8.47 for the 77,250 options which expired during the year ended December 31, 2022, $4.56 for the 7,000 options which expired during the year ended December 31, 2021 and $4.44 for the 78,750 options which expired during the year ended December 31, 2020. The weighted average grant date fair value per share was $2.34, $7.61 and $6.87 for options granted during the years ended December 31, 2022, 2021 and 2020, respectively. The weighted average grant date fair value was $3.12, $10.37 and $9.12 per share for RSUs granted during the years ended December 31, 2022, 2021 and 2020, respectively. The Company received $283,000, $6.7 million and $12.3 million in proceeds from the exercise of stock options during the years ended December 31, 2022, 2021 and 2020, respectively. The aggregate intrinsic value of options exercised was $81,000, $7.0 million and $14.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 , the Company had 111,941 performance-based RSUs outstanding, which were granted to key employees in August 2020. The underlying performance milestones of the RSUs were not probable of achievement as of December 31, 2022, and no stock-based compensation expense has been recognized to date for the performance-based RSUs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases approximately 82,200 square feet of office, laboratory, and manufacturing space in San Diego, California and 57,360 square feet of office space in Plymouth Meeting, Pennsylvania under various non-cancellable operating lease agreements with remaining lease terms as of December 31, 2022 of 0.9 years to 7.0 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 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 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, 2022, the maturities of the Company's operating lease liabilities were as follows: Year ending December 31, 2023 $ 4,089,000 2024 3,050,000 2025 3,063,000 2026 3,139,000 2027 2,526,000 Thereafter 4,223,000 Total remaining lease payments 20,090,000 Less: present value adjustment (4,630,000) Total operating lease liabilities 15,460,000 Less: current portion (2,804,000) Long-term operating lease liabilities $ 12,656,000 Weighted-average remaining lease term 5.9 years Weighted-average discount rate 8.6 % Lease costs included in operating expenses in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $3.4 million, $3.4 million and $3.4 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. In the fourth quarter of 2019, the Company entered into two agreements to sublease a total of approximately 13,500 square feet in its Plymouth Meeting headquarters with one period through March 31, 2025 and the other month-to-month after December 31, 2022. 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 Securities Class Action Litigation On March 12, 2020, a purported shareholder class action complaint, McDermid v. Inovio Pharmaceuticals, Inc. and J. Joseph Kim, was filed in the United States District Court for the Eastern District of Pennsylvania, naming the Company and its former President and Chief Executive Officer as defendants. The lawsuit alleged that the Company made materially false and misleading statements regarding its development of a vaccine for COVID-19 in its public disclosures in violation of certain federal securities laws. The plaintiffs sought unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. The plaintiffs’ complaint was later amended to include certain of the Company’s other officers as defendants. After additional motions were filed in the case, in June 2022 the parties negotiated an agreement in principle to settle the shareholder class action complaint. Under the settlement, the Company will pay $30.0 million in cash and $14.0 million in shares of its common stock to settle all outstanding claims. The Company's insurance carriers have paid the $30.0 million cash component of the settlement. On August 31, 2022, the court granted preliminary approval of the settlement. See Note 16 for events subsequent to December 31, 2022. Shareholder Derivative Litigation On April 20, 2020, a purported shareholder derivative complaint, Behesti v. Kim, et al., was filed in the United States District Court for the Eastern District of Pennsylvania, naming eight current and former directors of the Company as defendants. The lawsuit asserts state and federal claims and is based on the same alleged misstatements as the shareholder class action complaint described above. The lawsuit accuses the Company’s board of directors of failing to exercise reasonable and prudent supervision over the Company’s management, policies, practices, and internal controls. The plaintiff seeks unspecified monetary damages on behalf of the Company as well as governance reforms. On June 5, 2020, the court stayed the Beheshti action pending resolution of a forthcoming motion to dismiss the McDermid securities class action or until any party provides notice that they no longer consent to the stay. On June 12, 2020 and June 15, 2020, two additional shareholder derivative complaints were filed in the United States District Court for the Eastern District of Pennsylvania, captioned Isman v. Benito, et al. and Devarakonda et al. v Kim, et. al. The complaints assert substantially similar claims as the Beheshti action and name the Company’s current directors as defendants. The Devarakonda complaint also names one of the Company’s former directors as a defendant. On July 21, 2020, the court consolidated the three derivative cases under the caption In re Inovio Pharmaceuticals, Inc. Derivative Litigation. The consolidated action is stayed. On July 7, 2020, a fourth shareholder derivative complaint, Fettig v. Kim et al., was filed in the United States District Court for the Eastern District of Pennsylvania, naming eight current and former directors of the Company as defendants. The complaint asserts substantially similar claims as those in the consolidated derivative action. On August 27, 2020, the Fettig action was consolidated with the other derivative cases, which remain stayed as explained above. On March 28, 2022, a fifth shareholder derivative complaint, Schumacher v. Benito et al., was filed in the Delaware Court of Chancery, naming eight current and former directors as defendants. The complaint asserts substantially similar claims as those in the consolidated derivative action. On May 4, 2022, the Delaware Court of Chancery entered a stay of the litigation. 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, and together with VGXI, Inc. collectively referred to as VGXI, alleging that VGXI had materially breached the Company’s supply agreement with them. 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 June 3, 2020, the Company filed a petition for preliminary injunction, which was denied on June 25, 2020. On June 26, 2020, the Company filed notice of appeal of the denial of the petition with the Pennsylvania Superior Court. On July 7, 2020, VGXI filed an answer, new matter and counterclaims against the Company, alleging that the Company had 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. Also, on July 7, 2020, VGXI filed a third-party complaint against Ology Bioservices, Inc., a contract manufacturing organization that the Company had engaged to provide services similar to those that were being provided by VGXI. On July 27, 2020, the Company filed an answer to VGXI’s counterclaims, disputing the allegations and the claims raised in VGXI’s filing. On October 1, 2020, the Company filed a notice of discontinuance of appeal with the Pennsylvania Superior Court. A trial date for the litigation has not been set. The Company intends to aggressively prosecute the claims set forth in its complaint against VGXI and to vigorously defend itself against VGXI’s counterclaims. GeneOne Litigation On December 7, 2020, GeneOne filed a complaint in the Court of Common Pleas of Montgomery County, Pennsylvania against the Company, alleging that the Company had breached the CELLECTRA Device License Agreement, or the Agreement, between the Company and GeneOne. The Company terminated the Agreement on October 9, 2020. The complaint asserts claims for breach of contract, declaratory judgment, unfair competition, and unjust enrichment. The complaint seeks injunctive relief, an accounting, damages, disgorgement of profits, attorneys’ fees, interest, and other relief from the Company. On January 29, 2021, the Company filed preliminary objections to the complaint. On August 23, 2021, the court overruled the Company’s preliminary objections to the complaint. On September 13, 2021, the Company filed an answer to the complaint, new matter, and counterclaims. The Company’s counterclaims allege that GeneOne breached the Agreement and assert claims for breach of contract and declaratory judgment. The counterclaims seek damages, interest, expenses, attorney’s fees, and costs. On October 18, 2021, GeneOne filed its answer to the Company’s counterclaims and new matter. On November 8, 2021, we filed our answer to GeneOne’s new matter. A trial date for this litigation has not been set. The Company intends to aggressively prosecute the claims set forth in its counterclaims against GeneOne and to vigorously defend itself against the claims in GeneOne’s complaint. 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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, 2022 2021 2020 U.S. Domestic $ (277,440,803) $ (302,614,003) $ (162,664,355) Foreign (211,249) (610,320) (225,949) Pretax loss from operations $ (277,652,052) $ (303,224,323) $ (162,890,304) There was no provision for or benefit from income taxes for the years ended December 31, 2022, 2021 and 2020. The reconciliation of income taxes attributable to continuing operations computed at the statutory tax rates to income tax benefit, using a 21% statutory tax rate for December 31, 2022, 2021 and 2020, is as follows: Year Ended December 31, 2022 2021 2020 Benefit from income taxes at statutory rates $ (58,307,000) $ (63,677,000) $ (34,207,000) State income tax, net of federal benefit (3,601,000) (3,447,000) — Change in valuation allowance 61,065,000 77,424,000 21,428,000 Nondeductible loss on extinguishment of debt — — 14,450,000 Research and development tax credits (7,534,000) (16,523,000) (2,650,000) Stock-based compensation 2,913,000 483,000 (1,953,000) Uncertain tax positions 2,291,000 6,509,000 1,068,000 Deconsolidation of subsidiary — — 853,000 Expired NOLs and credits 1,459,000 616,000 468,000 Limited NOLs and credits (1,337,000) (542,000) (368,000) Change in tax rates (187,000) — — Foreign tax rate differential (8,000) (24,000) (9,000) Other 3,246,000 (819,000) 920,000 $ — $ — $ — Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are shown below: As of December 31, 2022 2021 Deferred tax assets: Capitalized research expense $ 41,252,000 $ 4,200,000 NOL carryforwards 212,768,000 197,144,000 Research and development and other tax credits 26,442,000 23,005,000 Deferred revenue 538,000 987,000 Stock-based compensation 3,945,000 3,599,000 Acquired intangibles 559,000 637,000 Interest expense — 83,000 Investment in affiliated entity 1,569,000 750,000 Lease liability 3,247,000 3,793,000 Fixed assets 57,000 — Other 11,062,000 5,973,000 301,439,000 240,171,000 Valuation allowance (299,124,000) (237,205,000) Total deferred tax assets 2,315,000 2,966,000 Deferred tax liabilities: Acquired intangibles (199,000) (194,000) Right of use asset (2,148,000) (2,430,000) Note discount — (321,000) Fixed assets — (53,000) Total deferred tax liabilities (2,347,000) (2,998,000) Net deferred tax liabilities $ (32,000) $ (32,000) As of December 31, 2022, the Company had federal, California and Pennsylvania tax net operating loss (NOL) carryforwards of $920.6 million, $210.3 million and $89.6 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 $625.4 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year, subject to certain modifications made by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) enacted in 2020. The federal NOL carryforward began to expire in 2022, and the California and Pennsylvania NOL carryforwards will begin and have begun to expire in 2028 and 2022, respectively, unless previously utilized. The Company also had Korean NOL carryforwards of $1.0 million as of December 31, 2022. The Korean NOLs are available to offset up to 60% of future taxable income and will begin to expire in 2030, unless previously utilized. In addition, as of December 31, 2022, the Company had federal and state research and development (R&D) tax credit carryforwards of $40.5 million and $4.7 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 Foreign NOLs Federal R&D State R&D 2023 $ 5.3 $ 1.2 $ — $ — $ — 2024 18.9 9.1 — — — 2025 9.6 5.2 — — — 2026 12.2 7.1 — — — 2027 and thereafter 249.2 277.3 1.0 40.5 — Indefinite 625.4 — — — 4.7 $ 920.6 $ 299.9 $ 1.0 $ 40.5 $ 4.7 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, 2022. As a result of the analysis, the Company estimates that approximately $8.3 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 may further limit the ability to use the NOL and R&D carryforwards. The Tax Cuts and Jobs Act of 2017 subjects a U.S. stockholder to tax on Global Intangible Low-Taxed Income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. For 2022, 2021 and 2020, the Company did not generate any GILTI due to losses earned by its foreign subsidiary. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits federal NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows federal NOLs incurred in 2019, 2020, and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company's history of net operating losses, the CARES Act did not have a material impact on the Company's financial statements for the years ended December 31, 2022, 2021 or 2020. The following table summarizes the activity related to the Company's unrecognized tax benefits: Year ended December 31, 2022 2021 2020 Balance at beginning of the year $ 18,819,000 $ 12,210,000 $ 11,204,000 Increases related to current year tax positions 2,902,000 6,602,000 1,043,000 Increases (decreases) related to prior year tax positions (582,000) 7,000 27,000 Other — — (64,000) Balance at end of the year $ 21,139,000 $ 18,819,000 $ 12,210,000 The amount of unrecognized tax benefits that, if recognized and realized, would affect the effective tax rate was $19.7 million, $17.4 million and $10.9 million as of December 31, 2022, 2021 and 2020, 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 does not anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. 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 2019 and state and local income tax examinations before 2018. 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. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) PlanThe 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 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 $1.8 million, $1.5 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Related Party Transactions | Related Party TransactionsPlumbline Life Sciences, Inc. T he Company owned 597,808 shares of common stock in PLS as of December 31, 2022 and 2021 , representing a 18.7% and 18.9% ownership interest, respectively. One of the Company's directors, Dr. David B. Weiner, acts as a consultant to PLS. Revenue recognized from PLS consists of milestone, license and patent fees. For the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue from PLS of $34,000, $245,000 and $1.4 million, respectively. At December 31, 2022 and 2021, the Company had an accounts receivable balance of $59,000 and $25,000, respectively, related to PLS. The Wistar Institute The Company's director Dr. David B. Weiner is a director of the Vaccine Center of The Wistar Institute ("Wistar"). Dr. Weiner is also the Executive Vice President of Wistar. In March 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 March 2021, upon expiration of the March 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. In 2021, the Company entered into collaborative research agreements with Wistar in support of the clinical development of INO-4800. Under the terms of these collaborative research agreements, which have been completed as of September 30, 2022, the Company is reimbursing Wistar a total of $1.9 million for all direct and indirect costs incurred in the conduct of the collaborative research. In November 2016, the Company rece ived a $6.1 million sub-grant through Wistar to develop a d MAb against the Zika infectio n, with funding through December 2021. The Company is also a collaborator with Wistar on an Integrated Preclinical/Clinical AIDS Vaccine Development grant from the National Institutes of Health’s National Institute of Allergy and Infectious Diseases, with funding through February 2023. In 2020, the Company received a $10.7 million sub-grant through Wistar, which was amended in 2021 to $13.6 million, for the preclinical development and translational studies of dMAbs as countermeasures for COVID-19, with funding through November 2022. The sub-grant also includes an option for an additional $6.0 million in funding through March 2024, of which $3.3 million has been exercised as of December 31, 2022. Deferred grant funding recognized from Wistar and recorded as contra-research and development expense is related to work performed by the Company on the research sub-contract agreements. For the years ended December 31, 2022 and 2021, the Company recorded $8.7 million and $3.0 million, respectively, as contra-research and development expense from Wistar. Research and development expenses recorded from Wistar relate primarily to the collaborative research agreements and sub-contract agreements related to Gates and CEPI (see Note 4). Research and development expenses recorded from Wistar for the years ended December 31, 2022, 2021 and 2020 were $1.4 million, $2.9 million and $2.3 million, respectively. At December 31, 2022 and 2021, the Company had an accounts receivable balance of $9.9 million and $2.6 million, respectively, and an accounts payable and accrued liability balance of $1.2 million and $548,000, respectively, related to Wistar. As of December 31, 2022 and 2021, the Company had a prepaid expense balance of $375,000 and $261,000, respectively, and recorded $88,000 and $37,000, respectively, as deferred grant funding on its consolidated balance sheet related to Wistar. |
Geneos Therapeutics, Inc.
Geneos Therapeutics, Inc. | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Geneos Therapeutics, Inc. | Geneos Therapeutics, Inc. In 2016, the Company formed Geneos to develop and commercialize neoantigen-based personalized cancer therapies. Geneos was considered a variable interest entity (VIE) for which the Company was the primary beneficiary. In 2019, Geneos completed the initial closing of a Series A preferred stock financing. The Company invested $1.2 million in the Series A preferred stock financing, which was led by an outside investor. Following this transaction, the Company held 61% of the outstanding equity, on an as-converted to common stock basis, of Geneos and continued to consolidate its investment in Geneos under ASC 810, Consolidation . In January 2020, Geneos completed the second closing of the Series A preferred stock financing, in which the Company invested $800,000. Following this transaction, the Company held 52% of the outstanding equity, on an as-converted to common stock basis, of Geneos and continued to consolidate its investment in Geneos. In June 2020, Geneos closed an additional Series A preferred stock financing round, in which the Company invested $800,000. Following this transaction, the Company owned 47% of the outstanding equity of Geneos on an as-converted to common stock basis. This transaction triggered a VIE reconsideration, as the Company no longer held a controlling financial interest. Based on the Company’s assessment, Geneos continued to be a VIE as it did not have sufficient equity at risk to finance its activities without additional subordinated financial support. However, the Company was not the primary beneficiary of Geneos, as it did not have the power to direct the activities that most significantly impact Geneos’s economic performance. Accordingly, the Company deconsolidated its investment in Geneos as of June 1, 2020, resulting in a gain of $4.1 million, of which $2.4 million related to the remeasurement of the retained noncontrolling interest investment to fair value. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Since the Company’s Series A preferred stock investment in Geneos has a substantive liquidation preference, it is not substantially similar to the Company’s common stock investment and is therefore recorded as an equity security under ASC 321. Following the deconsolidation, the Company accounts for its common stock investment in Geneos, in which the Company lacks control but does have the ability to exercise significant influence over operating and financial policies, using the equity method. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. In applying the equity method, the Company records the investment at cost unless the initial recognition is the result of the deconsolidation of a subsidiary, in which case it is recorded at fair value. The Company's proportionate share of net loss of Geneos is recorded in equity in net earnings of Geneos in the Company's consolidated statements of operations. The Company's equity method investments are reviewed for indicators of impairment at each reporting period and are written down to fair value if there is evidence of a loss in value that is other-than-temporary. Any difference between the carrying amount of the Company’s investment and the amount of underlying equity in Geneos’s net assets is amortized into income or expense accordingly. There were no basis differences identified as of the deconsolidation date that would need to be amortized. Upon deconsolidation, the Company recorded its Series A preferred stock investment at fair value based on the per share price paid by third party investors in connection with the preferred stock financing on June 1, 2020. The Company determined that its Series A preferred stock investment in Geneos did not have a readily determinable fair value and therefore elected the measurement alternative in ASC 321 to subsequently record the investment at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. When fair value becomes determinable, from observable price changes in orderly transactions, the Company’s investment will be marked to fair value. There have been no observable price changes or impairments identified since the deconsolidation date. In November 2020, Geneos completed the closing of a Series A-1 preferred stock financing. The Company invested $1.4 million in the Series A-1 preferred stock financing, which was led by outside investors. The closing date of this transaction was determined to be a VIE reconsideration event; based on the Company’s assessment, Geneos continued to be a VIE as it did not have sufficient equity at risk to finance its activities without additional subordinated financial support. The Company continued to not be the primary beneficiary of Geneos, as it did not have the power to direct the activities that most significantly impact Geneos’s economic performance and should not consolidate Geneos. Following this transaction, the Company held approximately 36% of the outstanding equity, on an as-converted to common stock basis. Accordingly, the Company continued to account for its common stock investment in Geneos as an equity method investment under ASC 323 and its preferred stock investments as equity securities under ASC 321. The Company’s share of net losses of Geneos for the three months ended March 31, 2021 was $1.5 million; however, only $434,000 was recorded, reducing the Company's total investment in Geneos to $0. O f the total amount, $819,000 was allocated to the equity method investment, thereby reducing the balance to $0 as of March 31, 2021 . The remaining $4.2 million loss was allocated to the Company’s Series A and Series A-1 preferred stock investments in Geneos, on a ratable basis, thereby reducing the investment balance t o $0 as of March 31, 2021. In February 2021, Geneos completed a second closing of the Series A-1 preferred stock financing, in which the Company did not participate. Following this transaction, the Company held approximately 35% of the outstanding equity, on an as-converted to common stock basis. In March 2022, Geneos completed the closing of a Series A-2 preferred stock financing. The Company invested $2.0 million in the Series A-2 preferred stock financing, which was led by outside investors. The closing date of this transaction was determined to be a VIE reconsideration event; based on the Company’s assessment, Geneos continued to be a VIE as it did not have sufficient equity at risk to finance its activities without additional subordinated financial support. The Company continued to not be the primary beneficiary of Geneos, as it did not have the power to direct the activities that most significantly impact Geneos’s economic performance and should not consolidate Geneos. Following this transaction, the Company held approximately 28% of the outstanding equity, on an as-converted to common stock basis. Accordingly, the Company continues to account for its common stock investment in Geneos as an equity method investment under ASC 323 and its preferred stock investments as equity securities under ASC 321. The fair value of Geneos’s Series A-2 preferred stock was based on the per share price paid by third-party investors in connection with the closing on March 21, 2022. The Company concluded that its Series A-2 preferred stock investment is a similar financial instrument as its Series A-1 preferred stock, and therefore remeasured the carrying value of the Series A-1 preferred stock investment at the Series A-2 preferred stock price, resulting in a gain on remeasurement of $165,000. The Company recorded its current and accumulated share of net losses of Geneos of $2.2 million, which was allocated to the Series A-1 and Series A-2 preferred stock investment in Geneos, thereby reducing the balance to $0 as of December 31, 2022 as shown in the table below: Investment in Geneos Series A-2 preferred stock $ 1,999,998 Remeasurement of Geneos Series A-1 preferred stock 165,215 Share in current and accumulated net loss of Geneos (2,165,213) Investment in Geneos as of December 31, 2022 $ — The Company will not reduce its investment below $0 and will not record its share of further net losses of Geneos as the Company has no obligation to fund Geneos. The Company continues to exclusively license its SynCon immunotherapy and CELLECTRA technology platform to Geneos to be used in the field of personalized, neoantigen-based therapy for cancer. The license agreement provides for potential royalty payments to the Company in the event that Geneos commercializes any products using the licensed technology. The Company's Chief Scientific Officer Dr. Laurent Humeau is on the Board of Directors of Geneos. The Company's director Dr. David B. Weiner is the Chairman of the Scientific Advisory Board of Geneos. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 31, 2023, the Company committed to and communicated a corporate reorganization plan, including a reduction in force (the “Reduction”). The purpose of the Reduction is to decrease expenses and maintain a streamlined organization to support key clinical programs that are expected to drive long-term growth. As part of the Reduction, the Company reduced its overall headcount by approximately 24 employees, which represented 11% of its full-time employees. Along with other planned cost-saving measures, the Reduction is expected to provide annual savings of approximately $4.3 million. The Company expects to incur a one-time pre-tax charge of approximately $1.1 million in the first quarter of 2023 related to the Reduction, consisting primarily of one-time severance payments upon termination, continued benefits for a specific period of time, and outplacement services. The Company expects such costs to be the only direct expense of the Reduction. The Company expects all charges associated with the Reduction to be incurred during the quarter ending March 31, 2023, with related cash payments expected to be paid out in the first half of 2023. On January 18, 2023, the court for the securities class action (see Note 11) entered an order granting final approval of the settlement, as set forth in a stipulation of settlement. In February 2023, pursuant to the securities class action settlement, the Company issued 7,000,000 shares of common stock. Following the expiration of the appeal period or resolution of an appeal if one is filed, the Company will make another contribution of common stock to the settlement fund with a value of approximately $2.1 million. The number of shares will be calculated based on the average trading price of the common stock for the 10 trading days preceding the determination date pursuant to the terms of the securities class action settlement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The Company incurred a net loss attributable to common stockholders of $279.8 million for the year ended December 31, 2022. The Company had working capital of $218.4 million and an accumulated deficit of $1.5 billion as of December 31, 2022. 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 $253.0 million as of December 31, 2022 are sufficient to support the Company's operations for a period of at least 12 months from the date it is issuing these financial statements. 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 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 $83.0 million, $47.7 million and $454.5 million under Sales Agreements during the years ending December 31, 2022, 2021 and 2020, respectively, and $162.1 million from a January 2021 underwritten public offering of common stock. During the year ended December 31, 2019, the Compan y also issued convertible notes and bonds in a series of private placement transactions. 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 the Company may never achieve positive cash flow. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should Inovio be unable to continue as a going concern. The Company's consolidated financial statements as of and for the year ended December 31, 2022 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of |
Consolidation | ConsolidationThe consolidated financial statements include the accounts of Inovio Pharmaceuticals, Inc. and its wholly-owned subsidiary Inovio Asia LLC. |
Segment Reporting | 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 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. |
Use of Estimates | 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 | Concentration of Credit RiskFinancial 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 of Financial Instruments | Fair Value of Financial Instruments 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 entities, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and convertible senior notes. 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 Company carries convertible senior notes at face value less unamortized debt discount and issuance costs on its consolidated balance sheet, and it presents the fair value of such convertible notes and bonds for disclosure purposes only. |
Cash and Cash Equivalents | 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 money market accounts and U.S. treasury securities at December 31, 2022 and 2021. |
Short Term Investments | 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, U.S. treasury securities, commercial paper, certificates of deposit, U.S. agency mortgage-backed securities and an equity investment in the Company’s affiliated entity, PLS, at December 31, 2022 and 2021. Short-term investments are recorded at fair value, based on current market valuations. Unrealized gains and losses on the Company's short-term debt investments 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 the |
Accounts Receivable | Accounts ReceivableAccounts receivable 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. |
Fixed Assets | Fixed Assets Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful life of the assets, generally three |
Long-Lived Assets | Long-Lived AssetsAll long-lived assets are reviewed for impairment in value when changes in circumstances dictate, based upon undiscounted future operating cash flows, and appropriate losses are recognized and reflected in current earnings, to the extent the carrying amount of an asset exceeds its estimated fair value determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets. |
Valuation of Intangible Assets and Goodwill | Valuation of Intangible Assets and Goodwill Intangible assets are amortized over their estimated useful lives ranging from two License costs are recorded based on the fair value of consideration paid and are amortized using the straight-line method over the shorter of the expected useful life of the underlying patents or the term of the related license agreement to the extent the license has an alternative future use. As of December 31, 2022 and 2021, the Company’s intangible assets resulting from prior acquisitions of other companies, and additional intangibles including license costs, net of accumulated amortization, totaled $2.1 million and $2.6 million, respectively. The determination of the value of intangible assets requires management to make estimates and assumptions that affect the Company’s consolidated financial statements. The Company assesses potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The Company’s judgments regarding the existence of impairment indicators and future cash flows related to intangible assets are based on operational performance of its acquired businesses, market conditions and other factors. If impairment is indicated, the Company will reduce the carrying value of the intangible asset to fair value. While current and historical operating and cash flow losses are potential indicators of impairment, the Company believes the future cash flows to be received from its intangible assets will exceed the intangible assets’ carrying value, and accordingly, the Company has not recognized any impairment losses through December 31, 2022. Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired businesses. Goodwill is reviewed for impairment at least annually at November 30, or more frequently if an event occurs indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is likely that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not likely that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company will proceed to perform the impairment test in which the fair value of the reporting unit is compared with its carrying amount, and an impairment charge will be recorded for the amount by which the carrying amount exceeds the reporting unit's fair value, if any. The Company performed its annual assessment for goodwill impairment as of November 30, 2022, identifying no impairment. Although there are inherent uncertainties in this assessment process, the estimates and assumptions the Company is using are consistent with its internal planning. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment charge on all or a portion of its goodwill and intangible assets. Furthermore, the Company |
Income Taxes | 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 carry forwards. 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 $299.1 million and $237.2 million at December 31, 2022 and 2021, 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue, in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligations. At contract inception, the Company assesses the goods or services agreed upon within each contract and assess whether each good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. License Fees If a license to intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Product Supply Services Arrangements that include a promise for future supply of drug product for either clinical development or commercial supply at the licensee’s discretion are generally considered as options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations. The Company evaluates whether it is the principal or agent in the arrangement. The Company had determined that it is the principal in the current arrangements as the Company controls the product supply before it is transferred to the customer. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company's or its collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaborative arrangements. |
Collaboration Agreements | Collaborative Arrangements The Company assesses whether its collaboration agreements are subject to 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 ASU Topic 606. The Company enters into collaborative arrangements with partners that typically include payment of one or more of the following: (i) license fees; (ii) product supply services; (iii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; and (iv) royalties on net sales of licensed products. Where a portion of non-refundable, upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, the Company must develop estimates and assumptions that require judgment of management to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation. The standalone selling price may include items such as forecasted revenues, development timelines, discount rates and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. |
Grants | Grants The Company accounts for various grant agreements under the contributions guidance under Subtopic 958-605, Not-for-Profit Entities-Revenue Recognition |
Foreign Currency Transactions | Foreign Currency Transactions The functional and presentation currency of the Company is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on the initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. The cumulative translation adjustment is included in the accumulated other comprehensive income (loss) within the statement of stockholders' equity. Exchange differences are included in general and administrative expenses in the consolidated statement of operations. Non-monetary assets and liabilities measured at cost are remeasured at the exchange rate at the date of the transaction. |
Variable Interest Entities (VIE) | Variable Interest Entities (VIE) The Company evaluates its ownership, contractual and other interests in entities that are not wholly-owned to determine if these entities are VIEs, and, if so, whether the Company is the primary beneficiary of the VIE. In determining whether the Company is the primary beneficiary of a VIE and therefore required to consolidate the VIE, the Company applies a qualitative approach that determines whether it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. The Company will continuously perform this assessment, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of a VIE. |
Equity Method Investments | 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, |
Research and Development Expenses | Research and Development Expenses The Company’s activities have largely consisted of research and development efforts related to developing electroporation delivery technologies, DNA vaccines, DNA immunotherapies and dMABs. Research and development expenses consist of expenses incurred in performing research and development activities including salaries and benefits, facilities and other overhead expenses, clinical trials, contract services and other outside expenses. Research and development expenses are charged to operations as they are incurred. These expenses result from the Company's independent research and development efforts as well as efforts associated with collaborations and licensing arrangements. The Company reviews and accrues clinical trial expense based on work performed, which relies 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 | 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. Diluted net loss per share is calculated in accordance with the treasury stock method for the outstanding 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 dilutive impact of the outstanding Notes and Bonds issued by the Company (discussed in Note 9) has been considered using the "if-converted" method. 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. |
Leases | 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 | Stock-Based Compensation The Company incurs stock-based compensation expense related to 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 Global Select Market on the |
Recent Accounting Pronouncements - Recently Adopted | 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. 2020-06. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the guidance on an issuer’s accounting for convertible instruments and contracts in its own equity. ASU 2020-06 was effective for public entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 1, 2022 on a modified retrospective basis and recorded a net reduction in accumulated deficit of $1.8 million, a decrease in additional paid-in capital of $3.3 million, and an increase in convertible senior notes of $1.5 million to reflect the impact of the accounting change. The Company derecognized the related deferred tax liabilities of $1.5 million with a corresponding adjustment to the valuation allowance, resulting in no net impact to the cumulative adjustment to retained earnings (see Note 9, Convertible Debt, for additional information). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Common Shares That Were Excluded From The Diluted Net Loss Per Share Calculation Because Of Their Anti-Dilutive Effect | 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, 2022 2021 2020 Options to purchase common stock 12,221,548 10,488,993 8,906,624 Service-based restricted stock units 2,556,257 2,448,868 2,558,052 Performance-based restricted stock units 111,941 663,353 663,353 Convertible preferred stock 3,309 3,309 3,309 Convertible notes 3,049,980 3,049,980 3,049,980 December 2019 Bonds — — 1,009,450 Total 17,943,035 16,654,503 16,190,768 |
Summary Of Assumptions Used To Estimate The Fair Value Of Stock Options | The weighted average assumptions used in the Black-Scholes model for option grants to employees and directors are presented below: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 2.05% 0.91% 0.63% Expected volatility 94% 93% 78% Expected life in years 5.7 6 6 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, 2022 2021 2020 Risk-free interest rate 1.96% 1.45% 0.82% Expected volatility 87% 87% 76% Expected life in years 10 10 10 Dividend yield — — — |
Revenue Recognition and Conce_2
Revenue Recognition and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue From External Customers | The following table indicates the percentage of total revenues in excess of 10% with any single customer: Customer 2022 Revenue % of Total 2021 Revenue % of Total 2020 Revenue % of Total Advaccine $ — — % $ — — % $ 5,000,000 68 % Plumbline Life Sciences, Inc. (affiliated entity) 33,596 — 245,310 14 1,370,396 18 U.S. Department of Defense 9,591,778 94 754,853 43 — — All other, including affiliated entities 636,894 6 774,595 43 1,040,824 14 Total revenue $ 10,262,268 100 % 1 $ 1,774,758 100 % 1 $ 7,411,220 100 % |
Short-term Investments and Fa_2
Short-term Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary Of Investments | The following is a summary of available-for-sale securities as of December 31, 2022 and 2021: As of December 31, 2022 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Value Mutual funds --- $ 117,036,232 $ — $ (9,373,514) $ 107,662,718 U.S. treasury securities Less than 1 95,001,209 7,567 (44,266) 94,964,510 Certificates of deposit Less than 1 2,977,564 13,664 (320) 2,990,908 U.S. agency mortgage-backed securities * 1,435,592 — (384,331) 1,051,261 $ 216,450,597 $ 21,231 $ (9,802,431) $ 206,669,397 As of December 31, 2021 Contractual Cost Gross Unrealized Gross Unrealized Fair Market Value Mutual funds --- $ 192,966,772 $ 87,069 $ (1,614,411) $ 191,439,430 U.S. treasury securities Less than 1 94,193,441 — (9,921) 94,183,520 Commercial paper Less than 1 39,967,853 — — 39,967,853 Certificates of deposit Less than 1 2,976,210 15,618 (338) 2,991,490 U.S. agency mortgage-backed securities * 1,608,137 4,508 (23,998) 1,588,647 $ 331,712,413 $ 107,195 $ (1,648,668) $ 330,170,940 *No single maturity date. |
Schedule Of Fair Value, Assets And Liabilities Measured On Recurring Basis | The following table presents the Company’s assets that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2022: Fair Value Measurements at December 31, 2022 Total Quoted Prices Significant Significant Short-term investments Mutual funds $ 107,662,718 $ 107,662,718 $ — $ — U.S. treasury securities 94,964,510 94,964,510 — — Certificates of deposit 2,990,908 — 2,990,908 — U.S. agency mortgage-backed securities 1,051,261 — 1,051,261 — Total short-term investments 206,669,397 202,627,228 4,042,169 — Investment in affiliated entity 2,007,142 2,007,142 — — Total assets measured at fair value $ 208,676,539 $ 204,634,370 $ 4,042,169 $ — The following table presents the Company’s assets that were measured at fair value on a recurring basis, determined using the following inputs as of December 31, 2021: Fair Value Measurements at December 31, 2021 Total Quoted Prices Significant Significant Short-term investments Mutual funds $ 191,439,430 $ 191,439,430 $ — $ — U.S. treasury securities 94,183,520 94,183,520 — — Commercial paper 39,967,853 — 39,967,853 — Certificates of deposit 2,991,490 — 2,991,490 — U.S. agency mortgage-backed securities 1,588,647 — 1,588,647 — Total short-term investments 330,170,940 285,622,950 44,547,990 — Investments in affiliated entity 3,906,796 3,906,796 — — Total assets measured at fair value $ 334,077,736 $ 289,529,746 $ 44,547,990 $ — |
Certain Balance Sheet Items (Ta
Certain Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Certain Balance Sheet Items [Abstract] | |
Schedule Of Prepaid Expenses And Other Current Assets | Prepaid and other current assets at December 31, 2022 and 2021 consisted of the following: 2022 2021 Insurance recovery (a) $ 30,000,000 $ — Prepaid manufacturing expenses 1,401,028 27,474,159 Other prepaid expenses 18,729,453 11,362,832 $ 50,130,481 $ 38,836,991 |
Schedule Of Accounts Payable And Accrued Expenses | Accounts payable and accrued expenses at December 31, 2022 and 2021 consisted of the following: 2022 2021 Trade accounts payable $ 19,862,487 $ 27,424,743 Accrued compensation 12,574,921 16,112,912 Accrued litigation settlement (a) 44,000,000 — Other accrued expenses 3,249,477 4,106,875 $ 79,686,885 $ 47,644,530 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Fixed Assets | Fixed assets at December 31, 2022 and 2021 consisted of the following: Cost Accumulated Net Book As of December 31, 2022 Leasehold improvements $ 15,803,108 $ (10,036,080) $ 5,767,028 Research and development equipment 5,300,104 (4,295,217) 1,004,887 Office furniture and fixtures 2,827,476 (2,803,800) 23,676 Computer equipment and other 5,360,712 (4,428,306) 932,406 $ 29,291,400 $ (21,563,403) $ 7,727,997 As of December 31, 2021 Leasehold improvements $ 15,803,108 $ (8,258,608) $ 7,544,500 Research and development equipment 12,392,916 (4,279,816) 8,113,100 Office furniture and fixtures 2,827,476 (2,599,643) 227,833 Computer equipment and other 5,374,084 (3,806,311) 1,567,773 $ 36,397,584 $ (18,944,378) $ 17,453,206 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Intangible Assets By Major Asset Class | The following sets forth goodwill and intangible assets by major asset class: December 31, 2022 December 31, 2021 Weighted Average Useful Gross Accumulated Net Book Gross Accumulated Net Book Indefinite lived: Goodwill $ 10,513,371 $ — $ 10,513,371 $ 10,513,371 $ — $ 10,513,371 Definite lived: Licenses 10 1,323,761 (1,323,761) — 1,323,761 (1,305,600) 18,161 Bioject (a) 12 5,100,000 (2,988,889) 2,111,111 5,100,000 (2,735,556) 2,364,444 Other (b) 18 4,050,000 (4,031,250) 18,750 4,050,000 (3,806,250) 243,750 Total intangible assets 11 10,473,761 (8,343,900) 2,129,861 10,473,761 (7,847,406) 2,626,355 Total goodwill and intangible assets $ 20,987,132 $ (8,343,900) $ 12,643,232 $ 20,987,132 $ (7,847,406) $ 13,139,726 (a) Bioject intangible assets represent the estimated fair value of developed technology and intellectual property which were recorded from an asset acquisition. (b) Other intangible assets represent the estimated fair value of acquired intellectual property. |
Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense related to intangible assets at December 31, 2022 is expected to be incurred as follows: Year ending December 31, 2023 $ 273,000 2024 253,000 2025 253,000 2026 253,000 2027 253,000 Thereafter 845,000 $ 2,130,000 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule Of Convertible Debt | The balance of the Notes at December 31, 2022 was as follows: Principal amount $ 78,500,000 Principal amount converted into common shares (62,085,000) Unamortized debt issuance cost (155,815) Accrued interest 355,655 Net carrying amount $ 16,614,840 |
Schedule Of Maturities Of Long-Term Debt | As of December 31, 2022, future minimum payments due under the Notes, representing contractual amounts due, including interest based on the fixed rate of 6.5% per annum, were as follows: 2023 1,067,000 2024 16,948,000 Total $ 18,015,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary Of Preferred Stock Authorized, Issued And Outstanding | Shares Outstanding as of Shares Authorized Shares Issued 2022 2021 Series C Preferred Stock, par $0.001 1,091 1,091 9 9 |
Schedule Of Shares Authorized Under Stock Option Plans, By Exercise Price Range | The following table summarizes total stock options outstanding at December 31, 2022: Options Outstanding Options Exercisable Exercise Price Shares Underlying Options Weighted-Average Weighted Shares Underlying Options Weighted Average $1.56-$3.00 830,542 8.3 $ 2.17 247,104 $ 2.29 $3.01-$6.00 5,461,365 7.1 $ 3.50 3,059,330 $ 3.67 $6.01-$9.00 3,349,587 5.3 $ 7.57 2,861,909 $ 7.49 $9.01-$12.00 1,930,825 7.1 $ 10.97 1,080,389 $ 10.89 $12.01-$15.00 580,947 4.1 $ 13.38 529,392 $ 13.34 $15.01-$25.62 68,282 7.6 $ 21.12 51,568 $ 21.11 12,221,548 6.6 $ 6.28 7,829,692 $ 6.79 |
Schedule Of Stock Options, Activity | Stock option activity under the Company’s equity incentive plans during the year ended December 31, 2022 was as follows: Number of Weighted-Average Balance, December 31, 2021 10,488,993 $ 7.93 Granted 4,623,448 3.11 Exercised (118,694) 2.38 Cancelled (2,772,199) 7.46 Balance, December 31, 2022 12,221,548 $ 6.28 |
Schedule Of Restricted Stock Unit Activity | Restricted stock unit activity under the Company’s equity incentive plans during the year ended December 31, 2022 was as follows: Number of Balance, December 31, 2021 2,448,868 Granted 2,485,947 Vested (1,618,235) Cancelled (760,323) Balance, December 31, 2022 2,556,257 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule Of Maturities Of Operating Lease Liabilities | As of December 31, 2022, the maturities of the Company's operating lease liabilities were as follows: Year ending December 31, 2023 $ 4,089,000 2024 3,050,000 2025 3,063,000 2026 3,139,000 2027 2,526,000 Thereafter 4,223,000 Total remaining lease payments 20,090,000 Less: present value adjustment (4,630,000) Total operating lease liabilities 15,460,000 Less: current portion (2,804,000) Long-term operating lease liabilities $ 12,656,000 Weighted-average remaining lease term 5.9 years Weighted-average discount rate 8.6 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Components Of Pretax Loss From Operations | The components of pretax loss from operations are as follows: Year Ended December 31, 2022 2021 2020 U.S. Domestic $ (277,440,803) $ (302,614,003) $ (162,664,355) Foreign (211,249) (610,320) (225,949) Pretax loss from operations $ (277,652,052) $ (303,224,323) $ (162,890,304) |
Schedule Of Effective Income Tax Rate Reconciliation | The reconciliation of income taxes attributable to continuing operations computed at the statutory tax rates to income tax benefit, using a 21% statutory tax rate for December 31, 2022, 2021 and 2020, is as follows: Year Ended December 31, 2022 2021 2020 Benefit from income taxes at statutory rates $ (58,307,000) $ (63,677,000) $ (34,207,000) State income tax, net of federal benefit (3,601,000) (3,447,000) — Change in valuation allowance 61,065,000 77,424,000 21,428,000 Nondeductible loss on extinguishment of debt — — 14,450,000 Research and development tax credits (7,534,000) (16,523,000) (2,650,000) Stock-based compensation 2,913,000 483,000 (1,953,000) Uncertain tax positions 2,291,000 6,509,000 1,068,000 Deconsolidation of subsidiary — — 853,000 Expired NOLs and credits 1,459,000 616,000 468,000 Limited NOLs and credits (1,337,000) (542,000) (368,000) Change in tax rates (187,000) — — Foreign tax rate differential (8,000) (24,000) (9,000) Other 3,246,000 (819,000) 920,000 $ — $ — $ — |
Schedule Of Deferred Tax Assets And Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are shown below: As of December 31, 2022 2021 Deferred tax assets: Capitalized research expense $ 41,252,000 $ 4,200,000 NOL carryforwards 212,768,000 197,144,000 Research and development and other tax credits 26,442,000 23,005,000 Deferred revenue 538,000 987,000 Stock-based compensation 3,945,000 3,599,000 Acquired intangibles 559,000 637,000 Interest expense — 83,000 Investment in affiliated entity 1,569,000 750,000 Lease liability 3,247,000 3,793,000 Fixed assets 57,000 — Other 11,062,000 5,973,000 301,439,000 240,171,000 Valuation allowance (299,124,000) (237,205,000) Total deferred tax assets 2,315,000 2,966,000 Deferred tax liabilities: Acquired intangibles (199,000) (194,000) Right of use asset (2,148,000) (2,430,000) Note discount — (321,000) Fixed assets — (53,000) Total deferred tax liabilities (2,347,000) (2,998,000) Net deferred tax liabilities $ (32,000) $ (32,000) |
Schedule Of Operating Loss And Tax Credit Carryforward Expirations | Based upon statute, federal and state losses and credits are expected to expire as follows (in millions): Expiration Date: Federal NOLs State NOLs Foreign NOLs Federal R&D State R&D 2023 $ 5.3 $ 1.2 $ — $ — $ — 2024 18.9 9.1 — — — 2025 9.6 5.2 — — — 2026 12.2 7.1 — — — 2027 and thereafter 249.2 277.3 1.0 40.5 — Indefinite 625.4 — — — 4.7 $ 920.6 $ 299.9 $ 1.0 $ 40.5 $ 4.7 |
Schedule Of Unrecognized Tax Benefits Rollforward | The following table summarizes the activity related to the Company's unrecognized tax benefits: Year ended December 31, 2022 2021 2020 Balance at beginning of the year $ 18,819,000 $ 12,210,000 $ 11,204,000 Increases related to current year tax positions 2,902,000 6,602,000 1,043,000 Increases (decreases) related to prior year tax positions (582,000) 7,000 27,000 Other — — (64,000) Balance at end of the year $ 21,139,000 $ 18,819,000 $ 12,210,000 |
Geneos Therapeutics, Inc. (Tabl
Geneos Therapeutics, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule Of Equity Method Investments | The Company recorded its current and accumulated share of net losses of Geneos of $2.2 million, which was allocated to the Series A-1 and Series A-2 preferred stock investment in Geneos, thereby reducing the balance to $0 as of December 31, 2022 as shown in the table below: Investment in Geneos Series A-2 preferred stock $ 1,999,998 Remeasurement of Geneos Series A-1 preferred stock 165,215 Share in current and accumulated net loss of Geneos (2,165,213) Investment in Geneos as of December 31, 2022 $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Net loss from operations | $ 279,818,065 | $ 303,658,710 | $ 166,411,157 |
Working capital | 218,400,000 | ||
Accumulated deficit | 1,487,847,784 | 1,209,855,522 | |
Cash, cash equivalents, and short-term investments | 253,000,000 | ||
Proceeds from issuance of common stock | $ 82,955,311 | 209,441,410 | 454,486,400 |
Number of operating segments | segment | 1 | ||
Allowance for doubtful accounts | $ 0 | 0 | |
Finite lived intangible assets, net | 2,129,861 | 2,626,355 | |
Deferred tax assets, valuation allowance | $ 299,124,000 | 237,205,000 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, useful life | 3 years | ||
Intangible asset, useful life | 2 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, useful life | 5 years | ||
Intangible asset, useful life | 18 years | ||
Common stock | Sales Agreement | |||
Property, Plant and Equipment [Line Items] | |||
Proceeds from issuance of common stock | $ 83,000,000 | 47,700,000 | $ 454,500,000 |
Common stock | Underwritten Public Offering | |||
Property, Plant and Equipment [Line Items] | |||
Proceeds from issuance of common stock | $ 162,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Antidilutive Securities Table (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 17,943,035 | 16,654,503 | 16,190,768 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 12,221,548 | 10,488,993 | 8,906,624 |
Service-based restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 2,556,257 | 2,448,868 | 2,558,052 |
Performance-based restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 111,941 | 663,353 | 663,353 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 3,309 | 3,309 | 3,309 |
Convertible Debt Securities | 6.50% Convertible Senior Notes Due 2024 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 3,049,980 | 3,049,980 | 3,049,980 |
Convertible Debt Securities | December 2019 Bonds | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total antidilutive securities (shares) | 0 | 0 | 1,009,450 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Stock-Based Compensation Assumptions (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employees and Directors | |||
Summary of assumptions used to estimate the fair value of stock options | |||
Risk-free interest rate | 2.05% | 0.91% | 0.63% |
Expected volatility | 94% | 93% | 78% |
Expected life in years | 5 years 8 months 12 days | 6 years | 6 years |
Dividend yield | 0% | 0% | 0% |
Non Employee | |||
Summary of assumptions used to estimate the fair value of stock options | |||
Risk-free interest rate | 1.96% | 1.45% | 0.82% |
Expected volatility | 87% | 87% | 76% |
Expected life in years | 10 years | 10 years | 10 years |
Dividend yield | 0% | 0% | 0% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ (1,487,847,784) | $ (1,209,855,522) | |
Additional paid-in capital | (1,710,656,191) | (1,609,589,797) | |
Deferred tax liabilities | 32,046 | $ 32,046 | |
Accounting Standards Update 2020-06 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ 1,800,000 | ||
Additional paid-in capital | 3,300,000 | ||
Convertible senior notes | $ 1,500,000 | ||
Deferred tax liabilities | $ 1,500,000 |
Revenue Recognition and Conce_3
Revenue Recognition and Concentration of Credit Risk- Revenue from External Customers (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 10,262,268 | $ 1,774,758 | $ 7,411,220 |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
% of Total Revenue | 100% | 100% | 100% |
Advaccine | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 0 | $ 0 | $ 5,000,000 |
Advaccine | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
% of Total Revenue | 0% | 0% | 68% |
Plumbline Life Sciences, Inc. (affiliated entity) | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 33,596 | $ 245,310 | $ 1,370,396 |
Plumbline Life Sciences, Inc. (affiliated entity) | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
% of Total Revenue | 0% | 14% | 18% |
U.S. Department of Defense | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 9,591,778 | $ 754,853 | $ 0 |
U.S. Department of Defense | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
% of Total Revenue | 94% | 43% | 0% |
All other, including affiliated entities | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 636,894 | $ 774,595 | $ 1,040,824 |
All other, including affiliated entities | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
% of Total Revenue | 6% | 43% | 14% |
Revenue Recognition and Conce_4
Revenue Recognition and Concentration of Credit Risk - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized from deferred revenue | $ 14 | $ 46 |
U.S. Department of Defense | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 3,600 | |
U.S. Department of Defense | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 65% | |
CEPI MERS | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 1,900 | |
CEPI MERS | Customer Concentration Risk | Accounts Receivable | ||
Disaggregation of Revenue [Line Items] | ||
% of Total Revenue | 34% |
Collaborative Agreements (Detai
Collaborative Agreements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Apr. 11, 2018 | Jan. 31, 2022 | Jan. 31, 2021 | Jun. 30, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Aug. 30, 2019 | Oct. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 10,262,268 | $ 1,774,758 | $ 7,411,220 | |||||||||
Advaccine | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from collaborative arrangements and other contracts, including affiliated entity | 0 | 0 | 5,000,000 | |||||||||
Advaccine | Collaborative Arrangement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Upfront payment received | $ 3,000,000 | 1,200,000 | 4,500,000 | 0 | ||||||||
Additional revenue to be achieved | $ 200,000,000 | |||||||||||
Obligation period to pay royalties | 10 years | |||||||||||
Annual maintenance | $ 1,500,000 | |||||||||||
Annual maintenance period | 5 years | |||||||||||
Agreement, number of days written notice before termination | 18 months | |||||||||||
Collaboration agreement, payment earned | 2,000,000 | |||||||||||
Revenue from collaborative arrangements and other contracts, including affiliated entity | 5,000,000 | |||||||||||
Advaccine | Collaborative Arrangement | Revenue under collaborative research and development arrangements | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from collaborative arrangements and other contracts, including affiliated entity | $ 0 | 0 | 5,000,000 | |||||||||
ApolloBio | Collaborative Arrangement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Additional revenue to be achieved | $ 20,000,000 | |||||||||||
Obligation period to pay royalties | 10 years | |||||||||||
Agreement, number of days written notice before termination | 90 days | |||||||||||
Agreement period from effective date for termination | 1 year | |||||||||||
Coalition for Epidemic Preparedness Innovations | Collaborative Arrangement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Upfront payment received | $ 6,700,000 | 10,000,000 | 6,400,000 | |||||||||
Collaborative agreement, funding to be received | $ 56,000,000 | $ 6,900,000 | ||||||||||
Collaborative agreement, period to receive funding for research and development | 5 years | |||||||||||
Coalition for Epidemic Preparedness Innovations | Collaborative Arrangement | Lassa Fever And MERS Vaccine | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Accounts receivable | 1,700,000 | 1,900,000 | ||||||||||
Coalition for Epidemic Preparedness Innovations | Collaborative Arrangement | COVID19 Vaccine | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Collaborative agreement, funding to be received | $ 9,000,000 | 1,100,000 | 6,900,000 | 10,000,000 | ||||||||
Grants receivable | 2,300,000 | 1,800,000 | ||||||||||
Coalition for Epidemic Preparedness Innovations | Collaborative Arrangement | CELLECTRA 3PSP Proprietary Smart Device | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Collaborative agreement, funding to be received | 5,000,000 | |||||||||||
Coalition for Epidemic Preparedness Innovations | Collaborative Arrangement | IN O4800 | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Collaborative agreement, funding to be received | $ 1,300,000 | |||||||||||
Bill And Melinda Gates Foundation | Collaborative Arrangement | CELLECTRA 3PSP Proprietary Smart Device | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Collaborative agreement, funding to be received | $ 5,000,000 | 0 | 893,000 | 4,100,000 | ||||||||
Bill And Melinda Gates Foundation | Collaborative Arrangement | D N A Encoded Monoclonal Antibody Technology | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Collaborative agreement, funding to be received | $ 1,100,000 | $ 2,200,000 | 233,000 | 182,000 | 463,000 | |||||||
Grants receivable | 153,000 | 384,000 | ||||||||||
Department Of Defence | Collaborative Arrangement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Procurement contract | 9,600,000 | 755,000 | 0 | |||||||||
Grant proceeds received | $ 6,100,000 | $ 27,100,000 | $ 21,200,000 | |||||||||
Department Of Defence | Collaborative Arrangement | CELLECTRA 3PSP Proprietary Smart Device | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Funding received | $ 54,500,000 | |||||||||||
Purchase price, procurement contract | $ 10,700,000 | $ 16,800,000 |
Short-term Investments and Fa_3
Short-term Investments and Fair Value Measurements - Summary of Available-for-sale Securities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale, Sale [Abstract] | ||
Cost | $ 216,450,597 | $ 331,712,413 |
Gross Unrealized Gains | 21,231 | 107,195 |
Gross Unrealized Losses | (9,802,431) | (1,648,668) |
Fair Market Value | 206,669,397 | 330,170,940 |
Mutual funds | ||
Debt Securities, Available-for-sale, Sale [Abstract] | ||
Cost | 117,036,232 | 192,966,772 |
Gross Unrealized Gains | 0 | 87,069 |
Gross Unrealized Losses | (9,373,514) | (1,614,411) |
Fair Market Value | $ 107,662,718 | 191,439,430 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | |
Debt Securities, Available-for-sale, Sale [Abstract] | ||
Cost | $ 95,001,209 | 94,193,441 |
Gross Unrealized Gains | 7,567 | 0 |
Gross Unrealized Losses | (44,266) | (9,921) |
Fair Market Value | 94,964,510 | 94,183,520 |
Commercial paper | ||
Debt Securities, Available-for-sale, Sale [Abstract] | ||
Cost | 39,967,853 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Market Value | 39,967,853 | |
Certificates of deposit | ||
Debt Securities, Available-for-sale, Sale [Abstract] | ||
Cost | 2,977,564 | 2,976,210 |
Gross Unrealized Gains | 13,664 | 15,618 |
Gross Unrealized Losses | (320) | (338) |
Fair Market Value | $ 2,990,908 | $ 2,991,490 |
Certificates of deposit | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
U.S. agency mortgage-backed securities | ||
Debt Securities, Available-for-sale, Sale [Abstract] | ||
Cost | $ 1,435,592 | $ 1,608,137 |
Gross Unrealized Gains | 0 | 4,508 |
Gross Unrealized Losses | (384,331) | (23,998) |
Fair Market Value | $ 1,051,261 | $ 1,588,647 |
Short-term Investments and Fa_4
Short-term Investments and Fair Value Measurements - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) position shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||
Debt securities, available-for-sale, realized gain | $ 21,000 | $ 394,000 | |
Debt securities, available-for-sale, realized gain | 4,100,000 | 399,000 | |
Net unrealized loss on available-for-sale equity securities | $ 7,846,172 | $ 3,222,838 | $ (1,695,497) |
Number of securities in a gross unrealized loss position | position | 29 | ||
Number of securities in a gross unrealized loss position for more than twelve months | position | 21 | ||
Unrealized loss on investments | $ 8,700,000 | ||
Fair Value, Inputs, Level 1 | Common stock | |||
Debt Securities, Available-for-sale [Line Items] | |||
Number of shares owned (in shares) | shares | 597,808 |
Short-term Investments and Fa_5
Short-term Investments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | $ 206,669,397 | $ 330,170,940 |
Mutual funds | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 107,662,718 | 191,439,430 |
Commercial paper | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 39,967,853 | |
Certificates of deposit | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 2,990,908 | 2,991,490 |
U.S. agency mortgage-backed securities | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 1,051,261 | 1,588,647 |
Fair Value, Measurements, Recurring | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 206,669,397 | 330,170,940 |
Investments in affiliated entity | 2,007,142 | 3,906,796 |
Total assets measured at fair value | 208,676,539 | 334,077,736 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 202,627,228 | 285,622,950 |
Investments in affiliated entity | 2,007,142 | 3,906,796 |
Total assets measured at fair value | 204,634,370 | 289,529,746 |
Fair Value, Measurements, Recurring | Significant Other Unobservable Inputs (Level 2) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 4,042,169 | 44,547,990 |
Investments in affiliated entity | 0 | 0 |
Total assets measured at fair value | 4,042,169 | 44,547,990 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Investments in affiliated entity | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Mutual funds | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 107,662,718 | 191,439,430 |
Fair Value, Measurements, Recurring | Mutual funds | Quoted Prices in Active Markets (Level 1) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 107,662,718 | 191,439,430 |
Fair Value, Measurements, Recurring | Mutual funds | Significant Other Unobservable Inputs (Level 2) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | Mutual funds | Significant Unobservable Inputs (Level 3) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | U.S. treasury securities | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 94,964,510 | 94,183,520 |
Fair Value, Measurements, Recurring | U.S. treasury securities | Quoted Prices in Active Markets (Level 1) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 94,964,510 | 94,183,520 |
Fair Value, Measurements, Recurring | U.S. treasury securities | Significant Other Unobservable Inputs (Level 2) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 39,967,853 | |
Fair Value, Measurements, Recurring | Commercial paper | Quoted Prices in Active Markets (Level 1) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | |
Fair Value, Measurements, Recurring | Commercial paper | Significant Other Unobservable Inputs (Level 2) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 39,967,853 | |
Fair Value, Measurements, Recurring | Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 2,990,908 | 2,991,490 |
Fair Value, Measurements, Recurring | Certificates of deposit | Quoted Prices in Active Markets (Level 1) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | Certificates of deposit | Significant Other Unobservable Inputs (Level 2) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 2,990,908 | 2,991,490 |
Fair Value, Measurements, Recurring | Certificates of deposit | Significant Unobservable Inputs (Level 3) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | U.S. agency mortgage-backed securities | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 1,051,261 | 1,588,647 |
Fair Value, Measurements, Recurring | U.S. agency mortgage-backed securities | Quoted Prices in Active Markets (Level 1) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | U.S. agency mortgage-backed securities | Significant Other Unobservable Inputs (Level 2) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | 1,051,261 | 1,588,647 |
Fair Value, Measurements, Recurring | U.S. agency mortgage-backed securities | Significant Unobservable Inputs (Level 3) | ||
Financial assets and liabilities that are measured at fair value on recurring basis | ||
Short-term investments | $ 0 | $ 0 |
Certain Balance Sheet Items - P
Certain Balance Sheet Items - Prepaid and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Certain Balance Sheet Items [Abstract] | ||
Estimated Insurance Recoveries | $ 30,000,000 | $ 0 |
Prepaid manufacturing expenses | 1,401,028 | 27,474,159 |
Other prepaid expenses | 18,729,453 | 11,362,832 |
Prepaid expenses and other current assets | $ 50,130,481 | $ 38,836,991 |
Certain Balance Sheet Items - A
Certain Balance Sheet Items - Accounts Payable and Accrued Expenses (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Mar. 09, 2021 | |
Accounts Payable and Accrued Expenses [Line Items] | ||||
Accounts Payable, Trade | $ 19,862,487 | $ 27,424,743 | ||
Accrued Salaries, Current | 12,574,921 | 16,112,912 | ||
Accrued litigation settlement | 44,000,000 | 0 | ||
Other Accrued Liabilities | 3,249,477 | 4,106,875 | ||
Accounts payable and accrued liabilities | 79,686,885 | $ 47,644,530 | ||
McDermid v. Inovio Pharmaceuticals, Inc. and J. Joseph Kim | ||||
Accounts Payable and Accrued Expenses [Line Items] | ||||
Estimate of cash settlement | $ 30,000,000 | $ 30,000,000 | ||
Estimate of shares settlement | $ 14,000,000 | $ 14,000,000 | ||
Amount paid to other party | $ 252,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cost | $ 29,291,400 | $ 36,397,584 | |
Accumulated Depreciation and Amortization | (21,563,403) | (18,944,378) | |
Net Book Value | 7,727,997 | 17,453,206 | |
Depreciation | 3,656,713 | 3,040,096 | $ 3,038,996 |
Property, plant and equipment sold | 6,100,000 | ||
Property, plant and equipment disposed of | 1,100,000 | ||
Prepaid Expenses and Other Current Assets | |||
Property, Plant and Equipment [Line Items] | |||
Accounts receivable | 6,100,000 | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 15,803,108 | 15,803,108 | |
Accumulated Depreciation and Amortization | (10,036,080) | (8,258,608) | |
Net Book Value | 5,767,028 | 7,544,500 | |
Research and development equipment | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 5,300,104 | 12,392,916 | |
Accumulated Depreciation and Amortization | (4,295,217) | (4,279,816) | |
Net Book Value | 1,004,887 | 8,113,100 | |
Office furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 2,827,476 | 2,827,476 | |
Accumulated Depreciation and Amortization | (2,803,800) | (2,599,643) | |
Net Book Value | 23,676 | 227,833 | |
Computer equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 5,360,712 | 5,374,084 | |
Accumulated Depreciation and Amortization | (4,428,306) | (3,806,311) | |
Net Book Value | $ 932,406 | $ 1,567,773 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite lived: | ||
Goodwill, gross | $ 10,513,371 | $ 10,513,371 |
Goodwill, net book value | 10,513,371 | 10,513,371 |
Definite lived: | ||
Intangible assets, gross | 10,473,761 | 10,473,761 |
Intangible assets, accumulated amortization | (8,343,900) | (7,847,406) |
Intangible assets, net book value | 2,129,861 | 2,626,355 |
Total goodwill and intangible assets, gross | 20,987,132 | 20,987,132 |
Total goodwill and intangible assets, net book value | $ 12,643,232 | 13,139,726 |
Weighted Average Useful Life (Yrs) | ||
Definite lived: | ||
Useful life (in years) | 11 years | |
Licenses | ||
Definite lived: | ||
Intangible assets, gross | $ 1,323,761 | 1,323,761 |
Intangible assets, accumulated amortization | (1,323,761) | (1,305,600) |
Intangible assets, net book value | $ 0 | 18,161 |
Licenses | Weighted Average Useful Life (Yrs) | ||
Definite lived: | ||
Useful life (in years) | 10 years | |
Bioject | ||
Definite lived: | ||
Intangible assets, gross | $ 5,100,000 | 5,100,000 |
Intangible assets, accumulated amortization | (2,988,889) | (2,735,556) |
Intangible assets, net book value | $ 2,111,111 | 2,364,444 |
Bioject | Weighted Average Useful Life (Yrs) | ||
Definite lived: | ||
Useful life (in years) | 12 years | |
Other | ||
Definite lived: | ||
Intangible assets, gross | $ 4,050,000 | 4,050,000 |
Intangible assets, accumulated amortization | (4,031,250) | (3,806,250) |
Intangible assets, net book value | $ 18,750 | $ 243,750 |
Other | Weighted Average Useful Life (Yrs) | ||
Definite lived: | ||
Useful life (in years) | 18 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 496,494 | $ 520,415 | $ 547,081 |
Impairment | 0 | 0 | 0 |
Impairment loss | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 273,000 | |
2024 | 253,000 | |
2025 | 253,000 | |
2026 | 253,000 | |
2027 | 253,000 | |
Thereafter | 845,000 | |
Intangible assets, net book value | $ 2,129,861 | $ 2,626,355 |
Convertible Debt - Narrative (D
Convertible Debt - Narrative (Details) | 12 Months Ended | ||||||||
Mar. 17, 2021 USD ($) shares | Dec. 26, 2019 USD ($) | Mar. 01, 2019 USD ($) day $ / shares | Feb. 28, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | Dec. 26, 2019 KRW (₩) | |
Debt Instrument [Line Items] | |||||||||
Accumulated deficit | $ (1,487,847,784) | $ (1,209,855,522) | |||||||
Additional paid-in capital | (1,710,656,191) | (1,609,589,797) | |||||||
Interest expense | 1,253,952 | 1,936,447 | $ 8,702,450 | ||||||
6.50% Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 78,500,000 | ||||||||
Debt issuance costs, net | 155,815 | ||||||||
Convertible senior notes | 16,614,840 | 14,959,647 | |||||||
Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Accumulated deficit | $ 1,800,000 | ||||||||
Additional paid-in capital | 3,300,000 | ||||||||
Convertible senior notes | $ 1,500,000 | ||||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs, net | $ 2,200,000 | ||||||||
Convertible Debt | 6.50% Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 78,500,000 | ||||||||
Debt interest based on the fixed rate | 6.50% | 6.50% | |||||||
Proceeds from issuance of debt | $ 75,700,000 | ||||||||
Debt instrument, convertible, conversion ratio | 0.1858045 | ||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 5.38 | ||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||
Debt instrument, unamortized discount | $ 16,300,000 | ||||||||
Debt instrument, interest rate, effective percentage | 13.10% | ||||||||
Debt issuance costs, net | $ 592,000 | ||||||||
Interest expense | 1,300,000 | 1,900,000 | 6,900,000 | ||||||
Interest expense, debt | 1,100,000 | $ 1,100,000 | $ 4,100,000 | ||||||
Convertible Debt | December 2019 Bonds | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 4,100,000 | ₩ 4,700,000,000 | |||||||
Debt interest based on the fixed rate | 1% | 1% | |||||||
Proceeds from issuance of debt | $ 4,000,000 | ||||||||
Debt instrument, interest rate, effective percentage | 6.20% | ||||||||
Interest expense | 50,000 | ||||||||
Interest expense, debt | $ 9,000 | ||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 1,009,450 | ||||||||
Carrying value of december 2019 bonds | $ 4,400,000 |
Convertible Debt - Balance Of C
Convertible Debt - Balance Of Convertible Debt (Details) - 6.50% Convertible Senior Notes Due 2024 | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Principal amount | $ 78,500,000 |
Principal amount converted into common shares | (62,085,000) |
Unamortized debt issuance cost | (155,815) |
Accrued interest | 355,655 |
Total | $ 16,614,840 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Maturities (Details) - Convertible Senior Notes - USD ($) | Dec. 31, 2022 | Mar. 01, 2019 |
Debt Instrument [Line Items] | ||
Total | $ 16,614,840 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt interest based on the fixed rate | 6.50% | 6.50% |
2023 | $ 1,067,000 | |
2024 | 16,948,000 | |
Total | $ 18,015,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Summary of common and preferred stock authorized, issued and outstanding | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 9 | 9 |
Preferred stock, shares outstanding (in shares) | 9 | 9 |
Series C Preferred Stock | ||
Summary of common and preferred stock authorized, issued and outstanding | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 1,091 | |
Preferred stock, shares issued (in shares) | 1,091 | |
Preferred stock, shares outstanding (in shares) | 9 | 9 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Nov. 09, 2021 | Jan. 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 24, 2022 | Jan. 01, 2022 | May 13, 2016 | |
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion, conversion price (in dollars per share) | $ 27.20 | |||||||
Allocated share-based compensation expense | $ 22,200,000 | $ 25,000,000 | $ 14,500,000 | |||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized | $ 10,500,000 | $ 16,500,000 | ||||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | 2 years | ||||||
Number of options outstanding to purchase common stock (in shares) | 12,221,548 | 10,488,993 | ||||||
Aggregate intrinsic value of options outstanding | $ 0 | |||||||
Aggregate intrinsic value for options exercisable | $ 0 | |||||||
Options exercisable, remaining contractual term | 5 years 8 months 12 days | |||||||
Number of options expected to vest (in shares) | 12,221,548 | |||||||
Options, expirations in period, weighted average exercise price (in dollars per share) | $ 8.47 | $ 4.56 | $ 4.44 | |||||
Options, expirations in period (in shares) | 77,250 | 7,000 | 78,750 | |||||
Options, grants in period, weighted average grant date fair value (in dollars per share) | $ 2.34 | $ 7.61 | $ 6.87 | |||||
Proceeds from stock options exercised | $ 283,000 | $ 6,700,000 | $ 12,300,000 | |||||
Options, exercises in period, aggregate intrinsic value | 81,000 | 7,000,000 | 14,200,000 | |||||
Nonemployee | ||||||||
Class of Stock [Line Items] | ||||||||
Allocated share-based compensation expense | $ 1,300,000 | $ 1,400,000 | $ 1,200,000 | |||||
Number of options outstanding to purchase common stock (in shares) | 665,875 | |||||||
Former President and Chief Executive Officer | ||||||||
Class of Stock [Line Items] | ||||||||
Allocated share-based compensation expense | $ 4,200,000 | |||||||
Award exercisable | 5 years | |||||||
Restricted Stock Units (RSUs) | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares of unvested restricted stock units and options outstanding (in shares) | 2,556,257 | 2,448,868 | ||||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized | $ 7,200,000 | $ 13,400,000 | ||||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 1 year 8 months 12 days | 1 year 9 months 18 days | ||||||
Aggregate intrinsic value of unvested | $ 4,000,000 | |||||||
Aggregate intrinsic value of vested | $ 4,600,000 | |||||||
RSU's expected to vest (in shares) | 2,556,257 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 3.12 | $ 10.37 | $ 9.12 | |||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding (in shares) | 111,941 | |||||||
Restricted Stock Units (RSUs) | Former President and Chief Executive Officer | ||||||||
Class of Stock [Line Items] | ||||||||
Awards settled in cash, percentage | 50% | |||||||
Research and Development Expense | ||||||||
Class of Stock [Line Items] | ||||||||
Allocated share-based compensation expense | $ 8,800,000 | $ 13,400,000 | $ 8,000,000 | |||||
General and Administrative Expense | ||||||||
Class of Stock [Line Items] | ||||||||
Allocated share-based compensation expense | $ 13,400,000 | $ 11,600,000 | $ 6,500,000 | |||||
2016 Incentive Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Reserved number of shares under the Incentive Plan (in shares) | 22,000,000 | |||||||
Number of potential shares authorized for issuance under a share-based compensation plan (in shares) | 2,000,000 | |||||||
Increase in number of shares authorized (in shares) | 2,000,000 | |||||||
Number of shares available for grants under the Incentive Plan (in shares) | 3,831,240 | |||||||
Number of shares of vested restricted stock outstanding under the plan (in shares) | 2,446,257 | |||||||
Number of common stock shares outstanding under the Incentive Plan (in shares) | 10,132,969 | |||||||
Vesting period of incentive plan | 3 years | |||||||
Contractual year term of incentive plan | 10 years | |||||||
Award vesting period (in years) | 3 years | |||||||
2016 Incentive Plan | Restricted Stock Units (RSUs) | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares of unvested restricted stock units and options outstanding (in shares) | 111,941 | |||||||
2007 Incentive Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock shares outstanding under the Incentive Plan (in shares) | 1,902,329 | |||||||
Vesting period of incentive plan | 3 years | |||||||
Contractual year term of incentive plan | 10 years | |||||||
Award vesting period (in years) | 3 years | |||||||
2022 Inducement Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Reserved number of shares under the Incentive Plan (in shares) | 2,000,000 | |||||||
Number of shares available for grants under the Incentive Plan (in shares) | 1,703,750 | |||||||
Number of common stock shares outstanding under the Incentive Plan (in shares) | 186,250 | |||||||
Number of shares of unvested restricted stock units and options outstanding (in shares) | 110,000 | |||||||
Common stock | Underwritten Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 20,355,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ 8.50 | |||||||
Commissions and other estimated offering expenses | $ 162,100,000 | |||||||
Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 3,309 | |||||||
Common stock | Sales Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock aggregate offering price | $ 300,000,000 | |||||||
Sales Agents will be entitled to compensation | 3% | |||||||
Stock sale agreement, aggregate number of shares issued (in shares) | 34,445,743 | 6,955,341 | ||||||
Sales made at a weighted average price (in dollars per share) | $ 2.44 | $ 6.96 | ||||||
Stock sale agreement, aggregate proceeds from issuance of stock | $ 83,000,000 | $ 47,700,000 | ||||||
Remaining authorized amount | $ 167,400,000 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | shares | 12,221,548 |
Weighted-average remaining contractual life (in Years) | 6 years 7 months 6 days |
Weighted average exercise price (in dollars per share) | $ 6.28 |
Options exercisable (in shares) | shares | 7,829,692 |
Weighted average exercise price (in dollars per share) | $ 6.79 |
$1.56-$3.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 1.56 |
Exercise price, upper range limit (in dollars per share) | $ 3 |
Options outstanding (in shares) | shares | 830,542 |
Weighted-average remaining contractual life (in Years) | 8 years 3 months 18 days |
Weighted average exercise price (in dollars per share) | $ 2.17 |
Options exercisable (in shares) | shares | 247,104 |
Weighted average exercise price (in dollars per share) | $ 2.29 |
$3.01-$6.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 3.01 |
Exercise price, upper range limit (in dollars per share) | $ 6 |
Options outstanding (in shares) | shares | 5,461,365 |
Weighted-average remaining contractual life (in Years) | 7 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 3.50 |
Options exercisable (in shares) | shares | 3,059,330 |
Weighted average exercise price (in dollars per share) | $ 3.67 |
$6.01-$9.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 6.01 |
Exercise price, upper range limit (in dollars per share) | $ 9 |
Options outstanding (in shares) | shares | 3,349,587 |
Weighted-average remaining contractual life (in Years) | 5 years 3 months 18 days |
Weighted average exercise price (in dollars per share) | $ 7.57 |
Options exercisable (in shares) | shares | 2,861,909 |
Weighted average exercise price (in dollars per share) | $ 7.49 |
$9.01-$12.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 9.01 |
Exercise price, upper range limit (in dollars per share) | $ 12 |
Options outstanding (in shares) | shares | 1,930,825 |
Weighted-average remaining contractual life (in Years) | 7 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 10.97 |
Options exercisable (in shares) | shares | 1,080,389 |
Weighted average exercise price (in dollars per share) | $ 10.89 |
$12.01-$15.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 12.01 |
Exercise price, upper range limit (in dollars per share) | $ 15 |
Options outstanding (in shares) | shares | 580,947 |
Weighted-average remaining contractual life (in Years) | 4 years 1 month 6 days |
Weighted average exercise price (in dollars per share) | $ 13.38 |
Options exercisable (in shares) | shares | 529,392 |
Weighted average exercise price (in dollars per share) | $ 13.34 |
$15.01-$25.62 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | 15.01 |
Exercise price, upper range limit (in dollars per share) | $ 25.62 |
Options outstanding (in shares) | shares | 68,282 |
Weighted-average remaining contractual life (in Years) | 7 years 7 months 6 days |
Weighted average exercise price (in dollars per share) | $ 21.12 |
Options exercisable (in shares) | shares | 51,568 |
Weighted average exercise price (in dollars per share) | $ 21.11 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock Option Activity Under Equity Incentive Plan (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 10,488,993 |
Granted (in shares) | shares | 4,623,448 |
Exercised (in shares) | shares | (118,694) |
Cancelled (in shares) | shares | (2,772,199) |
Ending balance (in shares) | shares | 12,221,548 |
Weighted-Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 7.93 |
Granted (in dollars per share) | $ / shares | 3.11 |
Exercised (in dollars per share) | $ / shares | 2.38 |
Cancelled (in dollars per share) | $ / shares | 7.46 |
Ending balance (in dollars per share) | $ / shares | $ 6.28 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of RSU Activity Under Equity Incentive Plan (Details) - Performance-based restricted stock units | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 2,448,868 |
Granted (in shares) | 2,485,947 |
Vested (in shares) | (1,618,235) |
Cancelled (in shares) | (760,323) |
Ending balance (in shares) | 2,556,257 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 ft² agreement | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2022 USD ($) | Mar. 09, 2021 USD ($) | |
Operating Leased Assets [Line Items] | ||||||
Lessee, operating lease, area of land under lease | ft² | 13,500 | |||||
Lease, cost | $ | $ 3.4 | $ 3.4 | $ 3.4 | |||
Number of lease agreements entered into | agreement | 2 | |||||
McDermid v. Inovio Pharmaceuticals, Inc. and J. Joseph Kim | ||||||
Operating Leased Assets [Line Items] | ||||||
Estimate of cash settlement | $ | $ 30 | $ 30 | ||||
Estimate of shares settlement | $ | $ 14 | $ 14 | ||||
Minimum | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating lease, remaining lease term | 10 months 24 days | |||||
Maximum | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating lease, remaining lease term | 7 years | |||||
San Diego, California | ||||||
Operating Leased Assets [Line Items] | ||||||
Lessee, operating lease, area of land under lease | ft² | 82,200 | |||||
Plymouth Meeting, Pennsylvania | ||||||
Operating Leased Assets [Line Items] | ||||||
Lessee, operating lease, area of land under lease | ft² | 57,360 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Maturities of Operating Lease Payments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 4,089,000 | |
2024 | 3,050,000 | |
2025 | 3,063,000 | |
2026 | 3,139,000 | |
2027 | 2,526,000 | |
Thereafter | 4,223,000 | |
Total remaining lease payments | 20,090,000 | |
Less: present value adjustment | (4,630,000) | |
Total operating lease liabilities | 15,460,000 | |
Less: current portion | (2,803,973) | $ (2,603,956) |
Long-term operating lease liabilities | $ 12,655,586 | $ 15,459,559 |
Weighted-average remaining lease term | 5 years 10 months 24 days | |
Weighted-average discount rate | 8.60% |
Income Taxes - Components of Pr
Income Taxes - Components of Pretax Loss from Operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. Domestic | $ (277,440,803) | $ (302,614,003) | $ (162,664,355) |
Foreign | (211,249) | (610,320) | (225,949) |
Net loss before share in net loss of Geneos | $ (277,652,052) | $ (303,224,323) | $ (162,890,304) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Benefit from income taxes at statutory rates | $ (58,307) | $ (63,677) | $ (34,207) |
State income tax, net of federal benefit | (3,601) | (3,447) | 0 |
Change in valuation allowance | 61,065 | 77,424 | 21,428 |
Nondeductible loss on extinguishment of debt | 0 | 0 | 14,450 |
Research and development tax credits | (7,534) | (16,523) | (2,650) |
Stock-based compensation | 2,913 | 483 | (1,953) |
Uncertain tax positions | 2,291 | 6,509 | 1,068 |
Deconsolidation of subsidiary | 0 | 0 | 853 |
Expired NOLs and credits | 1,459 | 616 | 468 |
Limited NOLs and credits | (1,337) | (542) | (368) |
Change in tax rates | (187) | 0 | 0 |
Foreign tax rate differential | (8) | (24) | (9) |
Other | 3,246 | (819) | 920 |
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | |
Tax benefits expired | 8,300,000 | |||
Unrecognized tax benefits that would impact effective tax rate | 19,700,000 | $ 17,400,000 | $ 10,900,000 | |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards that will expire due to IRC Section 382 limitations | 920,600,000 | |||
Net operating loss carryforwards | $ 625,400,000 | |||
Federal | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | 40,500,000 | |||
California | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards that will expire due to IRC Section 382 limitations | 210,300,000 | |||
Pennsylvania | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards that will expire due to IRC Section 382 limitations | 89,600,000 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 299,900,000 | |||
State | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | 4,700,000 | |||
Korean State Income Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards that will expire due to IRC Section 382 limitations | $ 1,000,000 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Capitalized research expense | $ 41,252 | $ 4,200 |
NOL carryforwards | 212,768 | 197,144 |
Research and development and other tax credits | 26,442 | 23,005 |
Deferred revenue | 538 | 987 |
Stock-based compensation | 3,945 | 3,599 |
Acquired intangibles | 559 | 637 |
Interest expense | 0 | 83 |
Investment in affiliated entity | 1,569 | 750 |
Lease liability | 3,247 | 3,793 |
Fixed assets | 57 | 0 |
Other | 11,062 | 5,973 |
Deferred tax assets, gross | 301,439 | 240,171 |
Valuation allowance | (299,124) | (237,205) |
Total deferred tax assets | 2,315 | 2,966 |
Deferred tax liabilities: | ||
Acquired intangibles | (199) | (194) |
Right of use asset | (2,148) | (2,430) |
Note discount | 0 | (321) |
Fixed assets | 0 | (53) |
Total deferred tax liabilities | (2,347) | (2,998) |
Net deferred tax liabilities | $ (32) | $ (32) |
Income Taxes - Expected Expirat
Income Taxes - Expected Expirations of Federal and State Losses and Credits (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Federal | |
Expirations of Operating Loss Carryforwards, Components [Abstract] | |
2023 | $ 5.3 |
2024 | 18.9 |
2025 | 9.6 |
2026 | 12.2 |
2027 and thereafter | 249.2 |
Indefinite | 625.4 |
Total | 920.6 |
State | |
Expirations of Operating Loss Carryforwards, Components [Abstract] | |
2023 | 1.2 |
2024 | 9.1 |
2025 | 5.2 |
2026 | 7.1 |
2027 and thereafter | 277.3 |
Indefinite | 0 |
Total | 299.9 |
Foreign Tax Authority | |
Expirations of Operating Loss Carryforwards, Components [Abstract] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 and thereafter | 1 |
Indefinite | 0 |
Total | 1 |
Research Tax Credit Carryforward | Federal | |
Expirations of Tax Credit Carryforwards [Abstract] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 and thereafter | 40.5 |
Indefinite | 0 |
Total | 40.5 |
Research Tax Credit Carryforward | State | |
Expirations of Tax Credit Carryforwards [Abstract] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 and thereafter | 0 |
Indefinite | 4.7 |
Total | $ 4.7 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of the year | $ 18,819 | $ 12,210 | $ 11,204 |
Increases related to current year tax positions | 2,902 | 6,602 | 1,043 |
Increases (decreases) related to prior year tax positions | (582) | ||
Increases (decreases) related to prior year tax positions | 7 | 27 | |
Other | 0 | 0 | (64) |
Balance at end of the year | $ 21,139 | $ 18,819 | $ 12,210 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution, percent | 50% | ||
Maximum annual contribution per employee, percent | 6% | ||
Company's contribution to 401(k) plan | $ 1.8 | $ 1.5 | $ 1.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Agreement amended amount | $ 13,600 | ||||
Awarded exercised amount | $ 3,300 | ||||
Plumbline Life Sciences | |||||
Related Party Transaction [Line Items] | |||||
Number of shares owned (in shares) | 597,808 | 597,808 | |||
Ownership percentage | 18.70% | 18.90% | |||
PLS (affiliated entity) | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 34 | $ 245 | $ 1,400 | ||
Accounts receivable | 59 | 25 | |||
The Wistar Institute | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable | 9,900 | 2,600 | |||
Expenses to reimburse | $ 3,100 | ||||
Term | 5 years | ||||
Awarded amount | 10,700 | ||||
Awarded option amount | 6,000 | ||||
Operating expenses related to affiliated entity | 1,400 | 2,900 | $ 2,300 | ||
Due to related parties | 1,200 | 548 | |||
Prepaid expense | 375 | 261 | |||
Deferred grant funding from affiliate | 88 | 37 | |||
Director | |||||
Related Party Transaction [Line Items] | |||||
Expenses to reimburse | 1,900 | ||||
Awarded amount | $ 6,100 | ||||
Grant proceeds received | $ 8,700 | $ 3,000 |
Geneos Therapeutics, Inc. - Nar
Geneos Therapeutics, Inc. - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 01, 2020 | Mar. 31, 2022 | Nov. 30, 2020 | Feb. 28, 2019 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | Jan. 31, 2020 | |
Noncontrolling Interest [Line Items] | |||||||||||
Payments to acquire additional interest in subsidiaries | $ 1,999,998 | $ 0 | $ 1,399,999 | ||||||||
Gain on deconsolidation of Geneos | 0 | 0 | 4,121,075 | ||||||||
Share in net loss of Geneos | 2,165,213 | 434,387 | $ 4,584,610 | ||||||||
Geneos Therapeutics, Inc. | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Percentage of ownership | 47% | ||||||||||
Series A-2 One Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Remeasurement of Geneos Series A-1 preferred stock | $ 165,000 | 165,215 | |||||||||
Share in net loss of Geneos | 2,200,000 | 2,165,213 | |||||||||
Investment in Geneos | $ 0 | $ 0 | $ 1,999,998 | ||||||||
Geneos Therapeutics, Inc. | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Noncontrolling interest, ownership percentage by parent | 28% | 36% | 61% | 35% | 52% | ||||||
Geneos Therapeutics, Inc. | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments to acquire additional interest in subsidiaries | $ 1,400,000 | $ 1,200,000 | |||||||||
Stock purchase agreement, commitment of additional investment | $ 800,000 | $ 800,000 | |||||||||
Gain on deconsolidation of Geneos | $ 4,100,000 | ||||||||||
Remeasurement of Geneos Series A-1 preferred stock | $ 2,400,000 | ||||||||||
Loss from equity method investment, recorded and allocated to investment | $ 1,500,000 | ||||||||||
Share in net loss of Geneos | 434,000 | ||||||||||
Investment in Geneos | 0 | ||||||||||
Geneos Therapeutics, Inc. | Common stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Share in net loss of Geneos | 819,000 | ||||||||||
Investment in Geneos | 0 | ||||||||||
Geneos Therapeutics, Inc. | Series A-1 Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Share in net loss of Geneos | 4,200,000 | ||||||||||
Investment in Geneos | $ 0 | ||||||||||
Geneos Therapeutics, Inc. | Preferred stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments to acquire additional interest in subsidiaries | $ 2,000,000 |
Geneos Therapeutics, Inc. - Pre
Geneos Therapeutics, Inc. - Preferred Stock Investment (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Share in current and accumulated net loss of Geneos | $ (2,165,213) | $ (434,387) | $ (4,584,610) | |
Series A-2 One Preferred Stock | ||||
Noncontrolling Interest [Line Items] | ||||
Beginning balance | 1,999,998 | |||
Remeasurement of Geneos Series A-1 preferred stock | $ 165,000 | 165,215 | ||
Share in current and accumulated net loss of Geneos | (2,200,000) | (2,165,213) | ||
Ending balance | $ 0 | $ 0 | $ 1,999,998 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | ||||
Jan. 31, 2023 USD ($) employee | Feb. 28, 2023 USD ($) day shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | |||||
Common stock, shares issued (in shares) | shares | 253,091,319 | 217,382,887 | |||
Common stock, value, issued | $ 253,090 | $ 217,382 | |||
Forecast | |||||
Subsequent Event [Line Items] | |||||
Expected charge | $ 1,100,000 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of positions reduced | employee | 24 | ||||
Number of positions reduced (in percent) | 11% | ||||
Expected annual savings | $ 4,300,000 | ||||
Subsequent Event | McDermid v. Inovio Pharmaceuticals, Inc. and J. Joseph Kim | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued (in shares) | shares | 7,000,000 | ||||
Common stock, value, issued | $ 2,100,000 | ||||
Trading days | day | 10 |