This Quarterly Report contains forward-looking statements, as defined in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or
"continue," the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable based on our current expectations and projections, we
cannot guarantee future results, levels of activity, performance or
achievements. Moreover, neither we, nor any other person, assume responsibility
for the accuracy and completeness of the forward-looking statements. We are
under no obligation to update any of the forward-looking statements after the
filing of this Quarterly Report to conform such statements to actual results or
to changes in our expectations.
The following discussion of our financial condition and results of operations
should be read in conjunction with our condensed consolidated financial
statements and the related notes and other financial information appearing
elsewhere in this Quarterly Report and our audited consolidated financial
statements and related notes for the year ended December 31, 2019 included in
our Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission, or SEC, on March 12, 2020 (our "2019 Annual Report"). Readers are
also urged to carefully review and consider the various disclosures made by us
that attempt to advise interested parties of the factors that affect our
business, including without limitation the disclosures made in Item 1A of
Part II of this Quarterly Report under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the disclosures made in our 2019 Annual Report under the
caption "Risk Factors" and in our audited consolidated financial statements and
related notes.
Risk factors that could cause actual results to differ from those contained in
the forward-looking statements include but are not limited to: our history of
losses; our lack of products that have received regulatory approval;
uncertainties inherent in clinical trials and product development programs,
including but not limited to the fact that preclinical and clinical results may
not be indicative of results achievable in other trials or for other
indications, that the studies or trials may not be successful or achieve desired
results, that preclinical studies and clinical trials may not commence, have
sufficient enrollment or be completed in the time periods anticipated, that
results from one study may not necessarily be reflected or supported by the
results of other similar studies, that results from an animal study may not be
indicative of results achievable in human studies, that clinical testing is
expensive and can take many years to complete, that the outcome of any clinical
trial is uncertain and failure can occur at any time during the clinical trial
process, and that our electroporation technology and DNA vaccines, DNA
immunotherapies and DNA encoded monoclonal antibody product candidates, or
dMABS, may fail to show the desired safety and efficacy traits in clinical
trials; the availability of funding; the ability to manufacture vaccine
candidates, either on our own or with third parties; the availability or
potential availability of alternative therapies or treatments for the conditions
targeted by us or our collaborators, including alternatives that may be more
efficacious or cost-effective than any therapy or treatment that we and our
collaborators hope to develop; our ability to receive development, regulatory
and commercialization event-based payments under our collaborative agreements;
whether our proprietary rights are enforceable or defensible or infringe or
allegedly infringe on rights of others or can withstand claims of invalidity;
the impact of government healthcare proposals; and the impact of COVID-19 on us
and our third-party contractors and suppliers.

General

We are a biotechnology company focused on rapidly bringing to market precisely designed DNA medicines to treat, cure, and protect people from diseases associated with human papillomavirus (HPV), cancer, and infectious diseases. Our DNA medicine pipeline is comprised of three types of product candidates, DNA vaccines, DNA immunotherapies and DNA encoded monoclonal antibodies (dMABs). In clinical trials, we have demonstrated that a DNA medicine can be delivered directly into cells in the body via our proprietary smart device to consistently activate robust and fully functional T cell and antibody responses against targeted cancers and pathogens. Our novel DNA medicine candidates are made using our proprietary SynCon® technology that creates optimized plasmids, which are circular strands of DNA that can produce antigens independently inside a cell to help the person's immune system recognize and destroy cancerous or virally infected cells. Our hand-held CELLECTRA® smart delivery devices provide optimized uptake of our DNA medicines within the cell, overcoming a key limitation of other DNA-based technology approaches.


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Human data to date have shown a favorable safety profile of our DNA medicines
delivered directly into cells in the body using the CELLECTRA® smart device in
more than 6,000 administrations across more than 2,000 patients.
Our corporate strategy is to advance, protect, and provide our novel DNA
medicines to meet urgent and emerging global health needs. We continue to
advance and validate an array of DNA medicine candidates that target HPV-related
diseases, cancer, and infectious diseases. We aim to advance these candidates
through commercialization and continue to leverage third-party resources through
collaborations and partnerships, including product license agreements.
Our partners and collaborators include ApolloBio Corp., AstraZeneca, Beijing
Advaccine, 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), GeneOne Life Science, HIV
Vaccines Trial Network, the U.S. Defense Threat Reduction Agency's Medical CBRN
Defense Consortium (MCDC), International Vaccine Institute (IVI), National
Cancer Institute, National Institutes of Health, National Institute of Allergy
and Infectious Diseases, Ology Bioservices, the Parker Institute for Cancer
Immunotherapy, Plumbline Life Sciences, Regeneron Pharmaceuticals, Thermo Fisher
Scientific, Richter-Helm BioLogics, Thermo Fisher Scientific, the University of
Pennsylvania, the Walter Reed Army Institute of Research, and The Wistar
Institute.
We or our collaborators are currently conducting or planning clinical studies of
our DNA medicines for HPV-associated precancers, including cervical, vulvar, and
anal dysplasia; HPV-associated cancers, including head & neck, cervical, anal,
penile, vulvar, and vaginal; other HPV-associated disorders, such as recurrent
respiratory papillomatosis, or RRP; glioblastoma multiforme, or GBM; prostate
cancer; HIV; Ebola; Middle East Respiratory Syndrome, or MERS; Lassa fever; Zika
virus; and the COVID-19 virus (coronavirus).
All of our product candidates are in the research and development phase. We have
not generated any revenues from the sale of any products, and we do not expect
to generate any such revenues for at least the next several years. We earn
revenue from license fees and milestone revenue and collaborative research and
development agreements. Our product candidates will require significant
additional research and development efforts, including extensive preclinical and
clinical testing. All product candidates that we advance to clinical testing
will require regulatory approval prior to commercial use, and will require
significant costs for commercialization. We may not be successful in our
research and development efforts, and we may never generate sufficient product
revenue to be profitable.
As of September 30, 2020, we had an accumulated deficit of $881.9 million. We
expect to continue to incur substantial operating losses in the future due to
our commitment to our research and development programs, the funding of
preclinical studies, clinical trials and regulatory activities and the costs of
general and administrative activities.

Impacts of COVID-19 on Our Business
The COVID-19 pandemic has had a number of significant impacts on our business
during 2020. Most notably, in the United States, South Korea and China, we have
accelerated the clinical development of INO-4800, our DNA vaccine candidate
matched to the outbreak strain of SARS-CoV-2, the virus that causes COVID-19. In
January, we received initial grant funding from CEPI to advance INO-4800 into
preclinical studies and clinical development through Phase 1 human testing. We
had previously been awarded grants from CEPI for the development of other DNA
vaccines against Lassa fever and Middle East Respiratory Syndrome, MERS, which
is also caused by a coronavirus like COVID-19. We commenced a Phase 1 clinical
trial in the United States in April, and in June we reported positive interim
data from the first two cohorts of the trial. In addition, INO-4800 was selected
to participate in a non-human primate (NHP) challenge study as part of the U.S.
government's Operation Warp Speed, a national program aiming to provide
substantial quantities of safe, effective COVID-19 vaccine for Americans by
January 2021. We recently expanded our Phase 1 trial to add older participants
in additional cohorts and intend to initiate a Phase 2/3 efficacy trial if and
when the FDA allows us to proceed. In September 2020, the FDA notified us that
the planned Phase 2/3 clinical trial remains on partial clinical hold pending
resolution of certain items identified by the FDA. We responded to the FDA's
questions in October 2020, and the FDA has up to 30 days following our response
to notify us of its decision as to whether the Phase 2/3 trial may proceed. In
the meantime, we may continue our expanded Phase 1 clinical trial as previously
authorized.
We have also initiated clinical trials of INO-4800 in South Korea and China. In
April, CEPI awarded us a grant of $6.9 million to work with International
Vaccine Institute and the Korea National Institute of Health to conduct a Phase
1/2 trial, which is the first COVID-19 vaccine clinical trial approved in South
Korea. In China, we are collaborating with Beijing Advaccine Biotechnology Co.
to conduct a Phase 1 trial, the initiation of which was approved by regulatory
authorities in July.
In parallel with our accelerated clinical development efforts, we have engaged a
network of partners for the planned large-scale manufacturing of INO-4800 if it
achieves regulatory approval. In March, the U.S. Department of Defense, or DoD,
awarded Ology Bioservices Inc. a contract to manufacture INO-4800 for the DoD to
be used in upcoming clinical trials. In April, we entered into an agreement with
the German contract manufacturer Richter-Helm BioLogics GmbH & Co. KG and
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expanded our preexisting manufacturing partnership to support large-scale
manufacturing of INO-4800. In March, we also received a grant from the Bill and
Melinda Gates Foundation for accelerated testing and scale up of our CELLECTRA®
3PSP proprietary smart device for the intradermal delivery of INO-4800. In June,
the DoD awarded us $71 million to support the large-scale manufacture of
CELLECTRA® 3PSP and the procurement of CELLECTRA® 2000 devices that are used to
deliver INO-4800 intradermally.
With this growing coalition of partners and funders, and with our existing
capacity and current and planned contract resources, our goal is to produce up
to one million doses of INO-4800 by the end of 2020 and additional doses in
2021.
Operationally, we have not experienced significant disruptions to date as a
result of the COVID-19 pandemic. In response to the outbreak, a number of
governmental orders and other public health guidance measures were implemented
across much of the United States, including in the locations of our offices,
laboratories, clinical trial sites and third parties on whom we rely. We have
implemented a work from home policy allowing employees who can work from home to
do so, while those needing to work in laboratory facilities work in shifts to
reduce the number of people gathered together at one time. Business travel has
been suspended, and online and teleconference technology is used to meet
virtually rather than in person. We have taken measures to secure our research
and development project activities, while work in laboratories has been
organized to reduce risk of COVID-19 transmission.
To date, our liquidity has also not been negatively impacted by the pandemic.
During the nine months ended September 30, 2020, we have raised $330.0 million
in net proceeds from the sale of shares of our common stock, which has further
enhanced our liquidity and capital resources. As of September 30, 2020, our cash
and cash equivalents and short-term investments were $337.2 million, compared to
$89.5 million as of December 31, 2019.
We are closely monitoring the impact of the COVID-19 pandemic on our employees,
collaborators and service providers. The extent to which the pandemic will
impact our business and operations will depend on future developments, including
the duration of the outbreak, travel restrictions and social distancing in the
United States and other countries, and the effectiveness of actions taken in the
United States and other countries to contain and treat the disease, that are
highly uncertain. For additional information on the potential effects of the
COVID-19 pandemic on our business, financial condition and results of
operations, see the "Risk Factors" section below in Part II, Item 1A of this
Form 10-Q.

Critical Accounting Policies There have been no significant changes to our critical accounting policies since December 31, 2019, other than our adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), on January 1, 2020. For a description of our critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 3 to our Condensed Consolidated Financial Statements included in this Quarterly Report, as well as Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report and Note 2 to our audited Consolidated Financial Statements contained in our 2019 Annual Report.

Adoption of Recent Accounting Pronouncements Information regarding recent accounting pronouncements is contained in Note 4 to the Condensed Consolidated Financial Statements, included in this Quarterly Report.



Results of Operations
Revenue. Total revenue was $236,000 and $1.8 million, respectively, for the
three and nine months ended September 30, 2020, as compared to $867,000 and $3.8
million, respectively, for the three and nine months ended September 30, 2019.
Revenue primarily consisted of revenues under collaborative research and
development arrangements, including arrangements with affiliated entities, for
the three and nine months ended September 30, 2020 and 2019. The decrease in
revenue for the nine-month period year over year was primarily due to less
revenue recognized from our collaboration with AstraZeneca, offset by milestone
revenue earned from our affiliated entity PLS.
Research and development expenses. Research and development expenses for the
three and nine months ended September 30, 2020 were $26.5 million and $67.9
million, respectively, as compared to $19.1 million and $66.0 million,
respectively, for the three and nine months ended September 30, 2019. The
increase for the three-month period year over year was primarily due to higher
drug manufacturing expenses related to our INO-4800, VGX-3100 and other clinical
trials of $4.3 million, an increase in engineering services related to our
CELLECTRA® 3PSP device array automation project of $3.9 million, higher employee
and contractor compensation expense of $3.5 million, an increase in consulting
services related to COVID-19 of $2.1 million, higher device inventory expense of
$1.6 million, and higher employee stock-based compensation expense of $1.1
million. These increases were offset by an increase in contra-research and
development expense recorded from grant
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agreements of $10.1 million, among other variances. The increase for the
nine-month period year over year was primarily due to higher drug manufacturing
expenses and outside services related to our INO-4800 clinical trials of $9.3
million, an increase in engineering services related to our CELLECTRA® 3PSP
device array automation project of $4.2 million, higher device inventory expense
of $3.0 million and higher drug manufacturing expenses related to our VGX-3100
clinical trials of $2.3 million. These increases were offset by an increase in
contra-research and development expense recorded from grant agreements of $17.7
million, among other variances.
Contributions received from current grant agreements and recorded as
contra-research and development expense were $12.9 million and $26.9 million,
respectively, for the three and nine months ended September 30, 2020 as compared
to $2.8 million and $9.2 million, respectively, for the three and nine months
ended September 30, 2019. The increase for the three-month period year over year
was primarily due to increases of $7.7 million, $1.3 million and $943,000 earned
under grants from the DoD, CEPI and Gates, respectively, for our INO-4800 and
device development activities, among other variances. The increase for the
nine-month period year over year was primarily due to increases of $9.5 million,
$7.7 million and $1.9 million earned under grants from CEPI, DoD and Gates,
respectively, related to our INO-4800 and device development activities,
partially offset by a decrease of $1.7 million earned from the Gates grant
related to our dMAb technology, among other variances.
General and administrative expenses. General and administrative expenses, which
include business development expenses, the amortization of intangible assets and
patent expenses, were $10.1 million and $28.6 million, respectively, for the
three and nine months ended September 30, 2020, as compared to $5.7 million and
$18.5 million, respectively, for the three and nine months ended September 30,
2019. The increase for the three-month period year over year was primarily
related to an increase in legal expenses of $2.3 million related to the legal
proceedings described elsewhere in this report, higher employee and consultant
stock-based compensation expense of $951,000, and higher employee compensation
of $698,000, among other variances. The increase for the nine-month period year
over year was primarily related to an increase in legal expenses of $3.8
million, an increase in expenses for work performed related to corporate
marketing and communications of $3.0 million, higher employee and consultant
stock-based compensation expense of $2.2 million, and higher employee
compensation of $1.1 million, among other variances.
Stock-based compensation. Stock-based compensation expense is measured at the
grant date, based on the fair value of the award, and is recognized as expense
over the requisite vesting period. Total employee and director stock-based
compensation expense for the three and nine months ended September 30, 2020 was
$3.9 million and $11.0 million, respectively. Of these amounts, $2.1 million and
$6.2 million, respectively, was included in research and development expenses,
and $1.8 million and $4.8 million, respectively, was included in general and
administrative expenses. Total employee and director stock-based compensation
expense for the three and nine months ended September 30, 2019 was $1.8 million
and $8.1 million, respectively. Of these amounts, $922,000 and $5.1 million,
respectively, was included in research and development expenses, and $885,000
and $3.0 million, respectively, was included in general and administrative
expenses. The year over year increase was primarily related to a higher weighted
average grant date fair value for the awards granted in 2020, offset in part by
the reversal of previously recorded stock option expense due to the reduction in
force in the third quarter of 2019 and an option modification expense recorded
in the second quarter of 2019.
Interest income. Interest income for the three and nine months ended September
30, 2020 was $897,000 and $2.4 million, respectively, as compared to $637,000
and $2.0 million, respectively, for the three and nine months ended September
30, 2019. The increase was related to higher interest earned on our higher
balance of short-term investment holdings.
Interest expense. Interest expense for the three and nine months ended September
30, 2020 was $2.0 million and $7.6 million, respectively, as compared to $2.4
million and $5.3 million, respectively, for the three and nine months ended
September 30, 2019. The decrease for the three-month period year over year was
due to less interest expense recorded for our convertible senior notes, or the
Notes, due to the partial conversion of the Notes into shares of our common
stock in July 2020, as well as less interest expense recorded on our August 2019
Bonds due to their full conversion into shares of our common stock in August
2020. The increase for the nine-month period year over year was due to higher
interest expense recorded on the Notes, which were issued during the first
quarter of 2019, as well as interest expense from our August 2019 Bonds and
December 2019 Bonds, which were issued during the third and fourth quarters of
2019, respectively.
Change in fair value of derivative liability. The change in fair value of
derivative liability for the three and nine months ended September 30, 2020 was
a decrease of $35.3 million and an increase of $75.7 million, respectively. The
change in fair value of derivative liability for both the three and nine months
ended September 30, 2019 was a decrease of $2.6 million. We determined that our
August 2019 Bonds included an embedded conversion feature that was considered to
be a derivative liability requiring bifurcation from the debt instrument and
separate recognition in our financial statements. The conversion feature was
revalued at the end of each reporting period and immediately prior to the
conversion of the August 2019 Bonds in August 2020, with the resulting changes
in fair value reflected in the condensed consolidated statements of operations.
The derivative liability was derecognized upon the conversion in full of the
August 2019 Bonds.
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Gain (loss) on investment in affiliated entities. The gain (loss) results from
the change in the fair market value of the investments in GeneOne and PLS for a
gain of $27.0 million and $36.3 million, respectively, for the three and nine
months ended September 30, 2020 as compared to a loss of $486,000 and $1.4
million, respectively, for the three and nine months ended September 30, 2019.
During the three months ended September 30, 2020, we sold our full equity
interest in GeneOne. We record our investment in PLS at its market value based
on the closing price of the shares on the Korea New Exchange Market at each
balance sheet date, with changes in fair value reflected in the condensed
consolidated statements of operations.
Net unrealized gain on available-for-sale equity securities. The net unrealized
gain on available-for-sale equity securities for the three and nine months ended
September 30, 2020 of $1.3 million and $625,000, respectively, results from a
change in the fair market value of the investments as of September 30, 2020.
Gain on deconsolidation of Geneos. The gain recorded represents the excess of
the fair value of our retained noncontrolling investment in Geneos and the
carrying amount of the non-controlling interest over the carrying amount of
Geneos' assets and liabilities as of June 1, 2020, the date of deconsolidation.
Loss on extinguishment of convertible bonds. Upon the full conversion of our
August 2019 Bonds, a loss of $8.2 million was recorded for the difference
between the fair value of the derivative liability immediately prior to its
derecognition plus the carrying amount of the debt component, and the fair value
of our common stock issued upon conversion.
Gain on extinguishment of convertible senior notes. As a result of the partial
conversions of the Notes in July 2020, we recorded a $3.1 million gain on
extinguishment calculated as the difference between the estimated fair value of
the debt and the carrying value of the Notes as of the conversion dates.
Share in net loss of Geneos. The share in net loss of Geneos represents our
share of Geneos' losses during the period after deconsolidation.
Income tax benefit/(Provision for income taxes). The income tax benefit of $0
and $170,000 recorded for the three and nine months ended September 30, 2019,
respectively, reflected our application of the intraperiod tax allocation rules
under which we are required to record a tax benefit in continuing operations to
offset the tax provision we recorded directly to other comprehensive income
(loss) related to unrealized gains on our short-term investments. There was no
income tax benefit or provision recorded for the three and nine months ended
September 30, 2020.

Liquidity and Capital Resources Historically, our primary uses of cash have been to finance research and development activities including clinical trial activities in the oncology, DNA vaccines and other immunotherapy areas of our business. Since inception, we have satisfied our cash requirements principally from proceeds from the sale of equity securities, indebtedness and grants and government contracts.

Working Capital and Liquidity As of September 30, 2020, we had cash, cash equivalents and short-term investments of $337.2 million and working capital of $335.8 million, as compared to $89.5 million and $62.2 million, respectively, as of December 31, 2019. The increase in cash and short-term investments during the nine months ended September 30, 2020 was primarily due to the net proceeds from the sale of our common stock under at-the-market, or ATM, sales agreements, offset by expenditures related to our research and development activities, clinical trials and various general and administrative expenses related to legal, consultants, accounting and audit, and corporate development.

Cash Flows Net cash used in operating activities was $126.8 million and $84.1 million for the nine months ended September 30, 2020 and 2019, respectively. Net cash used in operating activities for the nine months ended September 30, 2020 consisted of net loss of $143.1 million, less use of net cash in operating assets and liabilities of $43.0 million partially offset by net non-cash adjustments of $59.3 million. The net cash used in operating activities included a $30.1 million increase in prepaid expenses and other current assets and a $15.0 million increase in other assets, primarily made up of prepayments for facilities, equipment and manufacturing related to INO-4800. The primary non-cash adjustments to net loss included the increase in fair value of derivative liability of $75.7 million prior to its derecognition, stock-based compensation of $11.8 million, net loss on extinguishment of convertible debt of $5.1 million, interest expense of $3.0 million, depreciation and amortization of $2.7 million and shares of net loss in Geneos of $2.7 million, offset by gain on investment in affiliated entities of $36.3 million and gain on deconsolidation of Geneos of $4.1 million, among other items.


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Net cash used in operating activities for the nine months ended September 30,
2019 consisted of net loss of $82.4 million, less use of net cash in operating
assets and liabilities of $15.2 million, partially offset by net non-cash
adjustments of $13.5 million. The primary non-cash expenses added back to net
loss included stock-based compensation of $8.9 million, interest expense of $2.6
million and depreciation and amortization of $3.5 million.
Net cash used in investing activities was $55.1 million and $19.5 million for
the nine months ended September 30, 2020 and 2019, respectively. The variance
was primarily the result of timing differences in short-term investment
purchases, sales and maturities, offset by the proceeds from the sale of our
investment in GeneOne of $40.1 million.
Net cash provided by financing activities was $338.3 million and $95.8 million
for the nine months ended September 30, 2020 and 2019, respectively. The
variance was primarily due to the significantly higher net proceeds from the
sale of common stock under the ATM sales agreement as well as proceeds from
stock option exercises in 2020, offset by the net proceeds received from the
issuance of Notes and August 2019 Bonds.
Issuances of Notes and Bonds
In December 2019, we completed a private placement of our 1.0% convertible bonds
due December 2024, or the December 2019 Bonds, to an institutional investor in
Korea for an aggregate principal amount of 4.7 billion Korean Won (KRW)
(approximately USD $4.1 million based on the exchange rate on the date of
issuance). Net proceeds from the offering were $4.0 million, after deducting the
offering expenses payable by us. See Note 9 to the condensed consolidated
financial statements included in this report for further discussion.
In August 2019, we completed a private placement of aggregate principal amount
of 18 billion KRW (approximately USD $15.0 million based on the exchange rate on
the date of issuance) of August 2019 Bonds issued to institutional investors led
by Korea Investment Partners. Net proceeds from the offering were $14.5 million,
after deducting the offering expenses payable by us. See Note 9 to the condensed
consolidated financial statements included in this report for further
discussion. In August 2020, the August 2019 Bonds were fully converted into
4,962,364 shares of our common stock.
In the first quarter of 2019, we completed a private placement of $78.5 million
aggregate principal amount of Notes, sold 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, after deducting the initial purchasers'
discount and offering expenses payable by us. See Note 9 to the condensed
consolidated financial statements included in this report for further
discussion. In July 2020, certain holders of the Notes converted principal
amount of $19.1 million into an aggregate of 3,546,074 shares of our common
stock. In October 2020, certain holders of the Notes converted additional
principal amount of $10.0 million into an aggregate of 1,858,044 shares of
common stock.
Issuances of Common Stock
In May 2018, we entered into an At-the-Market Equity Offering Sales Agreement,
or the Sales Agreement, with an outside placement agent, or the Placement Agent,
to sell shares of our common stock with aggregate gross proceeds of up to $100.0
million, from time to time, through an "at-the-market" equity offering program
under which the Placement Agent would act as sales agent. During the year ended
December 31, 2019, we sold 3,340,678 shares of common stock under the Sales
Agreement for aggregate net proceeds of $9.1 million.
In the first quarter of 2020, we entered into amendments to the Sales Agreement
to increase the amount of our common stock that could be sold through the
Placement Agent under the Sales Agreement to an aggregate offering price of up
to $250.0 million. During the three months ended March 31, 2020, we sold
43,148,952 shares of common stock under the Sales Agreement for aggregate net
proceeds of $208.2 million. Following these sales, there was no remaining
capacity under this Sales Agreement.
On April 3, 2020, we entered into a new sales agreement, or the New Sales
Agreement, with the same Placement Agent to sell shares of our common stock. On
that same day, we filed a prospectus supplement pursuant to the New Sales
Agreement for the offer and sale of our common stock for aggregate gross
proceeds of up to $150.0 million. On May 12, 2020 we filed an additional
prospectus supplement pursuant to the New Sales Agreement for the offer and sale
of our common stock for an additional $100.0 million of gross proceeds, bringing
the maximum gross proceeds of sales under the New Sales Agreement to $250.0
million. Through September 30, 2020, we have sold 12,041,178 shares of common
stock under the New Sales Agreement for aggregate net proceeds of $121.7
million.
During the nine months ended September 30, 2020, stock options to purchase
1,723,626 shares of common stock were exercised for aggregate net proceeds to us
of $9.9 million. During the nine months ended September 30, 2019, stock options
to purchase 33,594 shares of common stock were exercised for aggregate net
proceeds of $92,000.
As of September 30, 2020, we had an accumulated deficit of $881.9 million. We
expect to continue to operate at a loss for some time. The amount of the
accumulated deficit will continue to increase, as it will be expensive to
continue research and development efforts. If these activities are successful
and if we receive approval from the FDA to market any of our DNA
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vaccines, DNA immunotherapies or dMAB product candidates, then we will need to raise additional funding to market and sell the approved vaccine products and equipment. We cannot predict the outcome of the above matters at this time. We are evaluating potential collaborations as an additional way to fund operations. We believe that our current cash and short-term investments are sufficient to meet our planned working capital requirements for at least the next twelve months from the date this Quarterly Report is filed. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

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