Imunon Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 30, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (each, a “Purchaser” and collectively, the “Purchasers”) for a registered direct offering of its common stock, par value $0.01 per share (“Common Stock”). In a concurrent private placement (together with the registered direct offering, the “Offering”) and also pursuant to the Purchase Agreement, the Company issued to the Purchasers unregistered warrants (the “Warrants”)to purchase an aggregate of 5,000,000 shares of Common Stockat an exercise price of $2.00 per share. The Warrants were exercisable immediately for a term of five and one-half years following the date of issuance. The Company received gross proceeds of $10.0 million from the Offering, before deducting placement agent fees and other offering expenses payable by the Company. As of September 30, 2024, no Warrants have been exercised.

H.C. Wainwright & Co., LLC acted as the lead placement agent for the Offering. Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-placement agent. The Offering closed on August 1, 2024. The Company plans to use the proceeds from the Offering for working capital and general corporate purposes. The Warrants were not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The Warrants may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

On August 29, 2024, the Company filed with the SEC aresale registration statement on Form S-1 to register the shares of Common Stock issuable upon the exercise of the Warrants, which resale registration statement was declared effective by the SEC on September 26, 2024.