Imunon, Inc. 8-K

What Happened

• Imunon, Inc. announced on December 29, 2025 that it entered into a Securities Purchase Agreement with a single healthcare‑focused institutional investor for a registered direct offering. The Company expects to close the Offering on or about December 31, 2025 and to receive approximately $7.0 million in gross proceeds before fees and expenses.

Key Details

• Securities offered: 330,000 shares of common stock; pre‑funded warrants to purchase up to 1,609,114 shares (in lieu of shares if elected); and warrants to purchase up to 1,939,114 shares.
• Pricing & exercise terms: Combined price of $3.61 per Share and Warrant; combined price of $3.6099 per Pre‑funded Warrant and Warrant. Pre‑funded warrants have a $0.0001 exercise price, are immediately exercisable and do not expire. Warrants have a $3.482 exercise price and a five‑year term.
• Ownership limits: Exercise blocked if it would push beneficial ownership above 9.99% (pre‑funded) or 4.99% (warrants); holder may elect to change these limits after 61 days (up to a 19.99% cap).
• Other terms & parties: Maxim Group LLC is lead placement agent; Brookline Capital Markets is co‑placement agent. Officers and directors agreed to a 60‑day lock‑up post‑closing. Securities are registered under Form S‑3 (Reg. No. 333‑279425). Press release announcing pricing filed December 30, 2025.

Why It Matters

• The financing provides Imunon with near‑term capital (about $7.0M gross) to fund general corporate needs, including R&D, capital expenditures and working capital. For investors, the deal dilutes existing shareholders (through shares and potential warrant exercises) but strengthens the company’s cash position without an immediate debt obligation. Details on exercise prices, ownership caps and the use of proceeds are key to assessing near‑term impact on share count and corporate runway.