Imunon, Inc.

Equity, Debt and Other Forms of Financing

As discussed below, we issued a combined total of approximately 3.5 million shares of common stock for approximately $24.9 million in combined gross proceeds during 2025 and 2024.

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. As noted in the prospectus supplement that the Company filed on July 22, 2025, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $79,075,969, based on 2,121,895 shares of Common Stock outstanding as of July 22, 2025, of which 2,100,291 shares were held by non-affiliates, and a price of $37.65 per share, which was the last reported sale price of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) on June 2, 2025. As a result, our public float increased above $75.0 million, and we were no longer subject to the limitations contained in General Instruction I.B.6 of Form S-3. Upon the filing of this Form 10-K on or about March 31, 2026, the Company’s public float will be less than $75.0 million and as a result, the Company will be subject to the limitations contained in General Instruction I.B.6 of Form S-3.

July 2024 Offering

On July 30, 2024, the Company entered into the July 2024 Offering under a purchase agreement pursuant to which the Company issued, in a registered direct offering, an aggregate of 333,334 shares of the Company’s common stock at an offering price of $30.00 per share for gross proceeds of $10.0 million before the deduction of placement agent fees and offering expenses. In a concurrent private placement pursuant to the purchase agreement in the July 2024 offering, the Company issued to the purchasers the July 2024 Warrants to purchase an aggregate of 333,334 shares of its common stock at an exercise price of $30.00 per share. The July 2024 Warrants became exercisable immediately after issuance for a term of five and one-half years following the date of issuance.

May 2025 Warrant Exchange

On May 12, 2025, the Company entered into an exchange agreement (the “Agreement”) with the holders (the “Warrant Holders”) of certain warrants of the Company issued on August 1, 2024, which are exercisable for an aggregate of 333,334 shares of the Company’s common stock, par value $0.01 per share. Pursuant to the terms of the Agreement, the Company will issue to the Warrant Holders an aggregate of 194,734 shares of Common Stock (the “Warrant Exchange Shares”), on a one-for-one basis, in exchange for shares issuable under the Warrants (the “Warrant Exchange”), in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Agreement, the Warrant Holders also agreed to waive the Company’s compliance with the provisions of Section 4.12(b) of the Securities Purchase Agreement, dated July 30, 2024, with respect to any Company Variable Rate Transaction (as defined in the Purchase Agreement) for a period of forty-five (45) days from the date of the Agreement and agreed to a lock up period on the Warrant Exchange Shares ending on the opening of trading on May 14, 2025. The Warrant Exchange closed on May 13, 2025. The number of Warrant Exchange Shares that will be issued pursuant to the Agreement will represent 19.98% of the shares of Common Stock outstanding as of the date of the Agreement.

May 2025 Offering

On May 23, 2025, the Company entered into a securities purchase agreement in the May 2025 Offering with certain institutional and accredited investors, for the issuance and sale in a private placement of: (i) 185,186 shares of the Company’s common stock, (ii) May 2025 Prefunded Warrants to purchase 296,297 shares of the Company’s common stock at an exercise price of $0.0015 per share and (iii) May 2025 Warrants to purchase 962,964 shares of the Company’s common stock at an exercise price of $6.75 per share. The Company received gross proceeds of approximately $3.3 million before the deduction of placement agent fees and offering expenses.

The May 2025 Prefunded Warrants became exercisable immediately after issuance for a term of two and one-half years following the date of issuance. The May 2025 Warrants became exercisable upon approval from the stockholders of the Company as required by the applicable rules and regulations of the Nasdaq Stock Market and have a term of three years. The May 2025 Prefunded Warrants were exercised in full on June 16, 2025 and June 18, 2025.

December 2025 Offering

On December 29, 2025, the Company entered into a securities purchase agreement in the December 2025 Offering with a single healthcare-focused institutional investor for the issuance and sale of (i) 330,000 shares of the Company’s common stock, (ii) December 2025 Pre-funded Warrant to purchase up to 1,609,114 shares of the Company’s common stock, and (iii) December 2025 Warrant to purchase up to 1,939,114 shares of the Company’s common stock.

The 330,000 shares of common stock and December 2025 Warrant, which has an exercise price of $3.482 per share and is immediately exercisable for a term of five years, was sold at a combined offering price of $3.61 per share of the Company’s common stock. The December 2025 Pre-funded Warrant has an exercise price of $0.0001, which is immediately exercisable and does not have an expiration date, was sold at an offering price of $3.6099 per share of common stock

The Company received gross proceeds of approximately $7.0 million from the December 2025 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.

At the Market Offering Agreement

The Company has an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC. The Company sold 744,646 and 5,920 shares of common stock under the ATM Agreement for net proceeds of $4,530,663 and $99,506 during 2025 and 2024, respectively. The Company did not sell any shares of common stock under the ATM Agreement subsequent to December 31, 2025 and through the date of filing this Form 10-K.

Reverse Stock Split

On July 25, 2025, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of 12:01 a.m. ET on July 25, 2025. As of that date, each 15 shares of issued and outstanding common stock and equivalents were consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on July 25, 2025, the Company’s common stock started trading under a new CUSIP number 15117N701 although the Company’s ticker symbol, IMNN, remained unchanged.

The reverse stock split was previously approved by the Company’s stockholders at the 2025 Annual Meeting held on July 11, 2025 and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation.

Immediately prior to the reverse stock split, the Company had 31,828,447 shares of common stock outstanding which consolidated into 2,121,942 shares of the Company’s common stock. No fractional shares were issued in connection with the reverse stock split. All fractional shares were rounded up to the nearest whole share. The reverse stock split did not impact the total authorized number of shares of common or preferred stock or the par value thereof. The number of outstanding options, stock awards and warrants were adjusted accordingly, with outstanding options and stock awards being reduced from approximately 1.9 million to approximately 0.1 million and outstanding warrants being reduced from approximately 12.7 million to approximately 0.8 million.

Increase to Authorized Shares

At the 2025 Annual Meeting of Stockholders of the Company held on July 11, 2025, upon the recommendation of the Company’s board of directors, the Company’s stockholders voted on and approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 112,500,000 shares to 350,000,000 shares, and to make a corresponding change to the number of authorized shares of capital stock. Such amendment became effective on July 11, 2025 upon filing with the Secretary of State of the State of Delaware.

Stock Dividend

On July 28, 2025, the Company announced that the Company’s Board of Directors approved a 15% stock dividend, 0.15 shares of common stock (the “Stock Dividend”) per share of the Company’s issued and outstanding shares of common stock and per each common stock equivalent with dividend rights. The Board of Directors fixed August 7, 2025 as the record date (the “Record Date”) for the Stock Dividend, and the Stock Dividend was issued on August 21, 2025 to stockholders of record as of the Record Date. The number of outstanding warrants were adjusted accordingly, with outstanding warrants increasing from approximately 0.8 million to approximately 1.0 million.

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.”*