UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2025, Imunon, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single healthcare-focused institutional investor (the “Purchaser”) for a registered direct offering (the “Offering”) of (i) 330,000 shares (the “Shares”) of its common stock, par value $0.01 per share (“Common Stock”), (ii) pre-funded warrants (the “Pre-funded Warrants”) in lieu of Shares, to the extent the Purchaser so chooses, to purchase up to 1,609,114 shares of Common Stock (the “Pre-funded Warrant Shares”), and (iii) warrants (the “Warrants”) to purchase up to 1,939,114 shares of Common Stock (the “Warrant Shares”). The closing of the Offering is expected to occur on or about December 31, 2025.
Maxim Group LLC is acting as the lead placement agent for the Offering. Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as co-placement agent.
The Shares and Warrants are being sold at a combined offering price of $3.61 per Share and Warrant. The Pre-funded Warrants and Warrants are being sold at a combined offering price of $3.6099 per Pre-funded Warrant and Warrant. The Pre-funded Warrants have an exercise price of $0.0001 and will be exercisable immediately and do not expire. The Warrants have an exercise price of $3.482 per share and will be exercisable immediately for a term of five years following the date of issuance. The Company may not effect the exercise of any Pre-funded Warrant or Warrant, and a holder will not be entitled to exercise any portion of any Pre-funded Warrant or Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% or 4.99%, respectively, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such Pre-funded Warrants or Warrants, provided that such percentage may in no event exceed 19.99%.
The Company expects to receive gross proceeds of approximately $7.0 million from the Offering, before deducting placement agent fees and other offering expenses payable by the Company. The Company plans to use the proceeds from the Offering for general corporate purposes, including research and development activities, capital expenditures and working capital.
The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Purchaser, on the other hand, and customary conditions to closing. As part of the Purchase Agreement, subject to certain exceptions, the Company’s officers and directors entered into lock-up agreements, pursuant to which they agreed not to sell or otherwise dispose of any of the Common Stock for a period of 60 days following the date of closing of the Offering.
The Shares, Pre-funded Warrants, and Warrants to be issued and sold to the Purchaser under the Purchase Agreement are being offered and sold by the Company pursuant to an effective registration statement on Form S-3 (Registration No. 333-279425), as previously filed with and declared effective by the SEC and a related prospectus supplement.
The foregoing summary of the Purchase Agreement, the Pre-funded Warrants and the Warrants do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, the form of Pre-funded Warrant, and the form of Warrant, copies of which are filed as Exhibits 10.1, 4.1, and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
A copy of the legal opinion of Covington & Burling LLP relating to the Shares, the Pre-funded Warrants, the Warrants, the Pre-funded Warrant Shares, and the Warrant Shares is attached as Exhibit 5.1 hereto.
Item 8.01 Other Events.
On December 30, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Form of Pre-funded Warrant | |
| 4.2 | Form of Warrant | |
| 5.1 | Opinion of Covington & Burling LLP | |
| 10.1 | Securities Purchase Agreement, dated as of December 29, 2025, by and among Imunon, Inc. and the purchaser party thereto | |
| 23.1 | Consent of Covington & Burling LLP (contained in Exhibit 5.1 above) | |
| 99.1 | Press Release of Imunon, Inc., dated December 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IMUNON, INC. | ||
| Dated: December 31, 2025 | By: | /s/ Susan Eylward |
| Susan Eylward | ||
| General Counsel and Corporate Secretary | ||