Imunon Inc

Equity, Debt and Other Forms of Financing

Since 2018, the Company has annually submitted applications to sell a portion of the Company’s State of New Jersey net operating losses (“NOLs”) as part of the Technology Business Tax Certificate Program (the “NOL Program”) sponsored by The New Jersey Economic Development Authority. Under the program, emerging biotechnology companies with unused NOLs and unused research and development credits are allowed to sell these benefits to other New Jersey-based companies. In 2018, 2019 and 2020, the Company sold cumulative NOLs from 2011 to 2019 totaling $15 million and received net proceeds of $14 million. During 2021, the New Jersey State Legislature increased the maximum lifetime benefit per company from $15 million to $20 million. As part of the expanded NOL Program, the Company sold $4.6 million of its New Jersey NOLs in 2021, 2022 and 2023 resulting in net proceeds to the Company of approximately $4.2 million. The Company can participate in this funding program in future years for up to an additional $0.4 million in net operating losses under the $20 million maximum lifetime limit.

As more fully discussed in Note 8 to our financial statements included in this Annual Report, in June 2021, the Company entered into a $10 million loan facility with Silicon Valley Bank (the “SVB Loan Facility”). The Company immediately used $6 million from this facility to retire all outstanding indebtedness with Horizon Technology Finance Corporation. The funding was in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate. The SVB Loan Facility was repaid in full during the quarter ended June 30, 2023.

During 2024 and 2023, we issued a total of 5.1 million shares and 1.9 million shares of common stock, respectively, as discussed below for approximately $9.0 million and approximately $2.8 million, respectively, in net proceeds.

On May 15, 2024, the Company filed with the SEC a shelf registration statement on Form S-3 (the “2024 Registration Statement”) for the offer and sale of up to $75 million of its securities. The 2024 Registration Statement was declared effective on May 22, 2024. The 2024 Registration Statement is intended to provide the Company with flexibility to raise capital in the future for general corporate purposes. However, the Company’s ability to offer and sell its securities in a primary offering on the 2024 Registration Statement is limited by General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”), which limits the amount that the Company can offer to up to one-third of its public float during any trailing 12-month period. The Company would no longer be subject to the Baby Shelf Limitation if its public float exceeds $75 million.

At the Market Offering Agreement

On May 15, 2024, the Company amended its ATM Agreement with H.C. Wainwright & Co., LLC (“Wainwright”)as sales agent pursuant to which the Company may offer and sell, from time to time, through Wainwright, shares of the Company’s common stock having an aggregate offering price of up to $5,500,000. The Company intends to use the net proceeds from the offering, if any, for general corporate purposes, including research and development activities, capital expenditures and working capital.

On July 30, 2024, the Company notified Wainwright that it was suspending its use of and terminating the “at the market offering” sales agreement prospectus (the “ATM Prospectus”), related to the potential issuance from time to time of the Company’s common stock pursuant to the ATM Agreement, by and between the Company and Wainwright. Notwithstanding the termination of the ATM Prospectus, the ATM Agreement remains in full force and effect.

On September 3, 2024, in connection with its intent to resume sales under the ATM Agreement, the Company filed a new prospectus supplement to the 2024 Registration Statement with the SEC for an aggregate offering price of up to $5,500,000 related to the potential issuance from time to time of the Company’s common stock pursuant to the ATM Agreement with Wainwright as sales agent.

The Company sold 88,976 shares of common stock under the ATM Agreement for net proceeds of $99,506 during 2024. During 2023, the Company sold 1,878,488 shares of common stock for net proceeds of $2,750,658.

July 2024 Offering

On July 30, 2024, the Company entered into the July 2024 Purchase Agreement with the Purchasers (as defined therein), pursuant to which the Company issued, in a registered direct offering, an aggregate of 5,000,000 shares of the Company’s common stock at an offering price of $2.00 per share for gross proceeds of $10.0 million before the deduction of the placement agent fees and offering expenses. In a concurrent private placement (together with the registered direct offering, the “July 2024 Offering”) and also pursuant to the July 2024 Purchase Agreement, the Company issued to the Purchasers unregistered warrants (the “Warrants”) to purchase an aggregate of 5,000,000 shares of its common stock at a purchase price of $2.00 per share. The Warrants were exercisable immediately after issuance for a term of five and one-half years following the date of issuance. The closing of the July 2024 Offering occurred on August 1, 2024.

In connection with the July 2024 Offering, the Company entered into an engagement letter agreement with Wainwright pursuant to which the Company agreed to pay Wainwright and any other placement agents for the July 2024 Offering a cash fee equal to 7% of the aggregate gross proceeds raised from the sale of the securities sold in the July 2024 Offering and reimburse the placement agents for certain of their expenses in an amount not to exceed $85,000. Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-placement agent in the July 2024 Offering.

Please refer to Note 2 to our financial statements included in this Annual Report. Also refer toPart I, Item 1A, Risk Factors, in this Annual Report, including, but not limited to*, “We will need to raise substantial additional capital to fund our planned future operations, and we may be unable to secure such capital without significant dilutive financing transactions. If we are not able to raise additional capital, we may not be able to complete the development, testing and commercialization of our drug candidates.”*