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VGXI Litigation
On June 3, 2020, the Company filed a complaint in the Court of Common Pleas of Montgomery County, Pennsylvania against VGXI, Inc. and GeneOne Life Science, Inc., or GeneOne, collectively referred to as “VGXI”, alleging that VGXI materially breached the Company’s supply agreement. The complaint seeks declaratory judgments, specific performance of the agreement, injunctive relief, an accounting, damages, attorneys’ fees, interest, costs and other relief from VGXI. On July 7, 2020, VGXI filed an answer, new matter and counterclaims against the Company, alleging that the Company breached the supply agreement, as well as misappropriation of trade secrets and unjust enrichment. The counterclaims seek injunctive relief, damages, attorneys’ fees, interest, costs and other relief from the Company. On July 27, 2020, the Company filed an answer to VGXI’s counterclaims, disputing the allegations and the claims raised in VGXI’s filing. The Court has scheduled a seven-day trial to begin on October 13, 2026. The Company intends to aggressively prosecute the claims in the complaint and defend the counterclaims.
Securities Litigation
On February 6, 2026, a purported shareholder class action complaint, Carlson v. Inovio Pharmaceuticals, Inc., Jacqueline Shea, and Peter Kies, was filed in the United States District Court for the Eastern District of Pennsylvania, naming the Company, Jacqueline Shea, the Company’s Chief Executive Officer, and Peter Kies, the Company’s Chief Financial Officer, as defendants. The lawsuit alleges that the Company made materially false and misleading statements regarding its submission to the FDA and the FDA’s review timeline for the Biologics License Application for INO-3107 in its public disclosures in violation of certain federal securities laws. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On July 27, 2026, the Court appointed lead plaintiff and approved the selection of lead counsel.
On March 5, 2026, a purported shareholder derivative complaint, Shin v. Shea, et al., was filed in the United States District Court for the Eastern District of Pennsylvania, naming Jacqueline Shea, the Company’s Chief Executive Officer, Peter Kies, the Company’s Chief Financial Officer, and seven current directors as defendants. The lawsuit asserts state and federal claims and is based on the same alleged misstatements as the shareholder class action complaint. The lawsuit accuses our board of directors of failing to exercise reasonable and prudent supervision over our management, policies, internal controls and operations. The plaintiff seeks unspecified monetary damages on behalf of us as well as governance reforms.
Between March 16 and May 27, 2026, three additional shareholder derivative complaints were filed in the United States District Court for the Eastern District of Pennsylvania, captioned Pepito v. Shea, et al., Panes v. Shea, et al., and Ghahremani v. Shea, et al., and filed March 16, 2026, May 1, 2026, and May 27, 2026, respectively. The Pepito, Panes, and Ghahremani complaints assert substantially similar claims as the Shin action and name the same defendants. On March 23, 2026, the plaintiffs in the Shin and Pepito actions stipulated to consolidating the cases under the caption In re Inovio Pharmaceuticals, Inc. Derivative Litigation and the appointment of lead counsel. On May 14, 2026 and June 5, 2026, the plaintiffs in the Panes and Ghahremani actions objected to the stipulation to consolidate and the appointment of lead counsel. On June 19, 2026, the plaintiffs in the Shin and Pepito actions filed a notice of non-opposition to the objection, asking the court to defer a decision on consolidation and leadership until after a decision on any motion to dismiss in the related shareholder class action. The plaintiffs in the Shin, Pepito, Panes, and Ghahremani actions have all stipulated to extend the defendants’ time to respond to the derivative complaints until after the court enters an order on consolidation and a schedule for the filing of an amended complaint or designating of an operative complaint and any answers or responses thereto.
On July 22, 2026, a fifth shareholder derivative complaint was filed in the United States District Court for the District of Delaware, captioned Andrews v. Shea, et al. The Andrews complaint asserts substantially similar claims as the Shin action and names the same defendants.
We intend to defend all actions vigorously.