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Imunon, Inc.

For the period ended Mar 31, 2026. Filed May 12, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 12, 2026

IMNN$0.88+4.5%Stored close · as of Nov 9, 2026

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTES TO THE CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(UNAUDITED)

MARCH 31, 2026

Note 1. Business Description

Imunon, Inc. (“Imunon” , the “Company”, “we”, “our”, or “us”) is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms with the aim to generate safe, effective, and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies. Imunon is developing its non-viral DNA technology across its modalities. The first modality, TheraPlas®, is developed for the coding of proteins and cytokines in the treatment of solid tumors where an immunological approach is deemed promising. The second modality, PlaCCine®, is developed for the coding of viral antigens that can elicit a strong immunological response. This technology may represent a promising platform for the development of vaccines in infectious diseases.

The Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer that has completed multiple clinical trials including one Phase II clinical trial (OVATION 2) and is currently conducting a Phase 3 clinical trial (OVATION 3). IMNN-001 works by instructing the body to produce safe and durable levels of powerful cancer-fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company has completed dosing in a first-in-human study of its COVID-19 booster vaccine (IMNN-101). The Company will continue to leverage these modalities and to advance, either directly or through partnership, the technological frontier of plasmid DNA to better serve patients with difficult-to-treat conditions.

Note 2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. During the quarter ended March 31, 2026, there were no changes to the Company’s accounting policies. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the three months ended March 31, 2026, and 2025 are not necessarily indicative of the results that may be expected for any other interim period(s) or for any full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026.

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes.

Significant Accounting Policies

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026. See Note 3 to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Going Concern Uncertainty

Since inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research and development programs, clinical trials conducted in connection with the Company’s drug candidates, and applications and submissions to the FDA. The Company has not generated significant revenue and has incurred significant net losses in each year since inception. For the quarter ended March 31, 2026, the Company had a net loss of $4.2 million and used $4.0 million to fund operations. As of March 31, 2026, the Company has incurred approximately $426 million of cumulative net losses and had $4.8 million in cash and cash equivalents to fund its operations.

The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide resulting from the recent tariff announcement by the U.S. federal government, the Russian invasion of Ukraine and the unrest in the Middle East. The Company continues to monitor its operating activities in light of these events, and it is possible that these events could result in a variety of risks to the business. The specific impact, if any, is not readily determinable as of the date of these unaudited condensed consolidated financial statements.

The Company has based its estimates on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. Potential sources of financing include strategic relationships, public or private sales of the Company’s shares or debt and other sources. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of existing stockholders may be diluted.

The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the progress of research activities; the number and scope of research programs; the progress of preclinical and clinical development activities; the progress of the development efforts of parties with whom the Company has entered into research and development agreements; the costs associated with additional clinical trials of drug candidates; the ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; the ability to achieve milestones under licensing arrangements; the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and the costs and timing of regulatory approvals.

A fundamental component of the ability to continue as a going concern is the Company’s ability to raise capital as required, as to which no assurances can be provided. To address the additional funding requirements of the Company, management has undertaken the following initiatives:

●it has assessed its current expenditures and will reduce spending where necessary;
●it will pursue additional capital funding in the public and private markets through equity sales and/or debt facilities;
●it will pursue possible partnerships and collaborations; and
●it will pursue potential out licensing for its drug candidates.

The Company’s ability to continue as a going concern will depend on its ability to raise additional capital, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. There are no assurances that these future funding and operating efforts will be successful. If management is unsuccessful in these efforts, the Company’s current capital is not expected to be sufficient to fund operations for the next twelve months.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Based on the above, management has determined there is substantial doubt regarding our ability to continue as a going concern. The report of our independent registered public accounting firm for the year ended December 31, 2025, includes an explanatory paragraph which expresses substantial doubt about our ability to continue as a going concern.

Management’s plan includes private or public equity financings, collaborations, or other strategic transactions such as raising funds from outside investors via its ATM program and other potential funding sources. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. The Company’s ability to raise additional funds will depend, among other factors, on financial, economic and market conditions, many of which are outside of its control, and it may be unable to raise financing when needed, or on terms favorable to the Company. If the Company is unable to obtain sufficient capital to fund its operations it may be required to evaluate alternatives. The Company’s condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

**Note 3. New Accounting Pronouncements **

From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to its operations.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 will require more detailed information about the types of expenses in commonly presented income statement captions such as “Cost of sales” and “Selling, general and administrative expenses”. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, this change will have on the Company’s disclosures.

In December 2025, the FASB issued ASU 2025-11, “Narrow Scope Improvements” (“ASU 2025-11”) which is intended to improve the navigability of the guidance in Interim Reporting (Topic 270) and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” ASU 2025-11 also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the FASB stated in the proposed guidance and reiterates in 2025-11, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements”. ASU 2025-11 is effective for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company does not believe ASU 2025-11 will have a material effect on its consolidated financial statements.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that the Company believes have a material impact, or potential material impact, to its consolidated financial statements.

Note 4. Net Loss per Common Share

Basic and diluted net loss per common share was computed by dividing net loss for the year by the weighted average number of shares of common stock outstanding, both basic and diluted, during each period. The impact of common stock equivalents has been excluded from the computation of diluted weighted average common shares outstanding in periods where there is a net loss, as their effect is anti-dilutive.

As more fully described in Note 7 of these consolidated financial statements, the Company declared a 15% stock dividend that was distributed on August 21, 2025 to stockholders of record as of August 7, 2025. In accordance with ASC 260, basic and diluted earnings per share amounts and weighted-average shares outstanding have been restated for all periods presented to reflect the effect of this stock dividend. The Company did not pay any dividends during the first three months of 2026.

As more fully described in Note 7 of these consolidated financial statements, on December 31, 2025, the Company completed the sale of a security offering which included prefunded warrants to purchase up to 1,609,114 shares of the Company’s common stock for $0.01 per share of which 1,106,000 remained outstanding as of March 31, 2026. In accordance with ASC 260-10-45-13, these pre-funded warrants, sometimes referred to as penny stock warrants due to their low exercise price ($0.0001/share), are considered outstanding shares for purpose of calculating earnings per share for the three months ending March 31, 2026.

For the three months ending March 31, 2026 and 2025, the total number of shares of common stock issuable upon exercise of warrants and equity awards was 3,165,420 and 475,807, respectively. For the three months ending March 31, 2026 and 2025, diluted loss per common share is the same as basic loss per common share as all options and all other warrants that were convertible into shares of the Company’s common stock were excluded from the calculation of diluted earnings attributable to common stockholders per common share as their effect would be anti-dilutive.

Note 5. Segment Performance Measures and Expenses

The Company operates inone segment for the research and development of our product candidates. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company based on consolidated financial information. Consequently, we view the entire organization asone reportable segment and the strategic purpose of all operating activities (including general & administrative expenses) is to support that one segment. As a pre-revenue research and development company, the CODM evaluates company-wide performance and allocates resources based on non-financial research and development milestones achieved, and to a lesser extent, financial measures of performance such as clinical development (research and development expenses) and general and administrative expenses incurred. Our CODM does not generally evaluate our performance using asset or historical cash flow information.

The table below provides a summary of the significant expense categories and consolidated net loss details provided to the CODM (in thousands):

For the three months ending March 31,
(In thousands) · Change Increase (Decrease)
2026 · 2025
Operating Expenses:
Clinical Research
OVATION 2 and MRD Trials$105$134$(29)(21.6)%
OVATION 3 Trial101802126.3%
PlaCCine Vaccine Phase 1 Trial358(55)(94.6)%
Other Clinical and Regulatory589574152.6%
Subtotal798846(48)(5.7)%
Non-Clinical R&D and CMC
OVATION Program1,29391338041.6%
Manufacturing (CMC)247406(159)(39.2)%
Subtotal1,5401,31922116.8%
Research and development expenses2,3382,1651738.0%
General and administrative expenses1,9691,980(11)(0.6)%
Total operating expenses4,3074,1451623.9%
Loss from operations$(4,307)$(4,145)$(162)(3.9)%

Note 6. Other Accrued Liabilities

Other accrued liabilities at March 31, 2026 and December 31, 2025 include the following:

March 31, 2026December 31, 2025
Amounts due to contract research organizations and other contractual agreements$893,954$1,001,210
Accrued payroll and related benefits1,686,2861,611,936
Accrued professional fees, franchise taxes and other202,500211,500
Total$2,782,740$2,824,646

Note 7. Stockholders’ Equity

On May 15, 2024, the Company filed with the U.S. Securities and Exchange Commission (“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 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 Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) on June 2, 2025. As a result, the Company’s public float increased above $75.0 million, and the Company was no longer subject to the limitations contained in General Instruction I.B.6 of Form S-3. Upon the filing of the Form 10K on March 31, 2026, the Company’s public float was less than $75.0 million and as a result, the Company is subject to the limitations contained in General Instruction I.B.6 of Form S-3.

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 affect the stock consolidation. The primary reasons for the reverse stock split and the amendment are:

●To provide the Company with the ability to support its anticipated future growth and would provide greater flexibility to consider and respond to future business opportunities and needs as they arise, including equity financings and stock-based acquisitions of new technology and product development candidates. The availability of additional shares of Common Stock would permit the Company to undertake certain of the foregoing actions without delay and expense associated with holding a Special Meeting of Stockholders to obtain stockholder approval each time such an opportunity arises that would require the issuance of shares of Common Stock; and
●To continue listing on The NASDAQ Capital Market, which requires that the Company comply with the applicable listing requirements under NASDAQ Marketplace Rules, which requirements include, among others, a minimum bid price of at least $1.00 per share.

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 (the “Annual Meeting”) 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.

At the Market Offering Agreement

On May 15, 2024, the Company amended the At the Market Offering Agreement, dated as of May 25, 2022 (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) as sales agent. Pursuant to the terms of the amended ATM Agreement, 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 any offering under the amended ATM Agreement 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, 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.
●On July 22, 2025, the Company filed a Prospectus Supplement to register an additional $4,500,000 of shares of the Company’s common stock, par value $0.01 per share issuable pursuant to the At the Market Offering Agreement, dated as of May 25, 2022, as amended by Amendment No. 1 to At the Market Offering Agreement, dated as of May 15, 2024 (as amended, the “Sales Agreement”), by and between the Company and H.C. Wainwright & Co., LLC, as sales agent or principal (the “Sales Agent”). The Company previously registered the offer and sale of up to $5,500,000 of shares of Common Stock through the Sales Agent under the Sales Agreement. Prior to the date hereof, the Company has sold an aggregate of $1,815,267 shares of Common Stock through the Sales Agent under the Sales Agreement. Accordingly, the Prospectus Supplement covers an aggregate of $8,184,733 of Shares, consisting of $3,684,733 remaining of the amount originally registered and the additional $4,500,000 increase under the Prospectus Supplement.
●On March 23, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) to register an additional $7.000,000 of shares of the Company’s common stock, par value $0.01 per share issuable pursuant to the At the Market Offering Agreement, dated as of May 25, 2022, as amended by Amendment No. 1 to At the Market Offering Agreement, dated as of May 15, 2024 (as amended, the “Sales Agreement”), by and between the Company and H.C. Wainwright & Co., LLC, as sales agent or principal (the “Sales Agent”). The Company previously registered the offer and sale of up to $10,000,000 of shares of Common Stock through the Sales Agent under the Sales Agreement. Prior to the date hereof, the Company has sold an aggregate of $4,797,848 shares of Common Stock through the Sales Agent under the Sales Agreement. Accordingly, the Prospectus Supplement covers an aggregate of $12,202,152 of Shares, consisting of $5,202.152 remaining of the amount originally registered and the additional $7,000,000 increase under the Prospectus Supplement.

During 2025, the Company sold 744,646 shares of common stock under the ATM Agreement for net proceeds of $4,530,663. The Company did not sell any shares of common stock under the ATM Agreement during the first three months of 2026. Subsequent to March 31, 2026, and through the date of this report on Form 10Q, the Company sold 146,354 shares of common stock under the ATM Agreement for net proceeds of $417,447.

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 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)296,297 of pre-funded warrants at an exercise price of $0.0001 per share and (iii)962,964 warrants at an exercise price of $6.75 per share for gross proceeds of approximately $3.3 million before the deduction of placement agent fees and offering expenses.

The Prefunded Warrants became exercisable immediately after issuance for a term of two and one-half years following the date of issuance. The Warrants will be exercisable upon receipt of such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the shares of Common Stock upon the exercise thereof (“Stockholder Approval,” and such date, the “Stockholder Approval Date”) and have a term of three years. The prefunded warrants were exercised in full on June 16, 2025 and June 18, 2025.

In addition, the Company issued to H.C. Wainwright & Co., LLC warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 24,075 shares of common stock at an exercise price equal to $8.44 per share. The Placement Agent Warrants have substantially the same terms as the Warrants. The closing of the May 2025 Offering occurred on May 28, 2025. On July 11, 2025, the Company’s stockholders approved the issuance of the Warrants.

December 2025 Offering

On December 29, 2025, the Company entered into a Securities Purchase Agreement (the “December 2025 Purchase Agreement”) with a single healthcare-focused institutional investor (the “Purchaser”) for a registered direct offering (“the December 2025 Offering”) of (i)330,000 shares of the Company’s common stock, (ii) pre-funded warrants (the “December 2025 Pre-funded Warrants”) in lieu of shares of the Company’s common stock, to the extent the Purchaser so chooses, to purchase up to 1,609,114 shares of the Company’s common stock (the “Pre-funded Warrant Shares”), and (iii) warrants (the “December 2025 Warrants”) to purchase up to 1,939,114 shares of the Company’s common stock. The closing of the December 2025 Offering was completed on December 31, 2025. The Maxim Group LLC acted as the lead placement agent for the December 2025 Offering. Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-placement agent.

The Shares and Warrants were sold at a combined offering price of $3.61 per share of the Company’s common stock and December 2025 Warrant. The December 2025 Pre-funded Warrants and Warrants are being sold at a combined offering price of $3.6099 per December 2025 Pre-funded Warrant and December 2025 Warrant. The December 2025 Pre-funded Warrants have an exercise price of $0.0001, were immediately exercisable and do not have an expiration date. The December 2025 Warrants have an exercise price of $3.482 per share and were immediately exercisable for a term of five years following the date of issuance. The Company cannot effect the exercise of any December 2025 Pre-funded Warrant or December 2025 Warrant, and a holder will not be entitled to exercise any portion of any December 2025 Pre-funded Warrant or December 2025 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 December 2025 Pre-funded Warrants or December 2025 Warrants, provided that such percentage may in no event exceed 19.99%.

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. The December 2025 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.

The shares, pre-funded warrants, and warrants issued and sold to the Purchaser under the December 2025 Purchase Agreement were 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.

Note 8. Stock-Based Compensation

The Company has long-term compensation plans that permit the granting of equity-based awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, and performance awards.

At the 2018 Annual Stockholders Meeting of the Company (“ASHM”) held on May 15, 2018, stockholders approved the Imunon, Inc. 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as originally adopted, permitted the granting of 12,000 shares of Imunon common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, performance awards, or in any combination of the foregoing.

Stockholders have since approved amendments to the 2018 Plan at the 2019 ASHM held on May 14, 2019, the 2020 ASHM held on June 15, 2020, the 2021 ASHM held on June 10, 2021, the 2023 ASHM held on June 14, 2023, and at the 2025 ASHM held on July 11, 2025. As of December 31, 2025, a total of 264,665 awards have been approved by the Company’s shareholders for issuance under the 2018 Plan, as amended. There are also 339 awards remaining under prior plans. Following is a schedule of the stock awards approved to the 2018 Plan, as amended:

Shareholder Approval Event2018 Plan (as adopted and amended)Number of awards approvedCumulative Awards Approved
2018 ASHM2018 Plan Adoption12,00012,000
2019 ASHMAmendment #15,33317,333
2020 ASHMAmendment #211,11128,444
2021 ASHMAmendment #334,22262,666
2023 ASHMAmendment #468,666131,332
2025 ASHMAmendment #5133,333264,665

The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of Imunon common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Imunon must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options.

Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards.

Total compensation cost related to stock options and restricted stock awards was approximately $0.6 million and $0.2 million the three-months ended March 31, 2026 and 2025, respectively. Of these amounts, approximately $0.2 million and $0.1 million was charged to research and development expenses for the three-month ended March 31, 2026, and 2025, respectively, and approximately $0.4 million and $0.2 was charged to general and administrative expenses for the three-months ended March 31, 2026, and 2025, respectively.

A summary of stock option awards and restricted stock grants, inclusive of awards granted under the 2018 Stock Plan and Inducement Option Grants for the three-months ended March 31, 2026 is presented below:

Stock Options · Restricted Stock Awards · Weighted Average
Options Outstanding · Weighted Average Exercise Price · Non-vested Restricted Stock Outstanding · Weighted Average Grant Date Fair Value · Contractual Terms of Equity Awards (in years)
Equity awards outstanding at January 1, 202618,695$15.68-$-
Equity awards granted242,364$3.95-$-
Equity awards terminated-$--$-
Equity awards outstanding at March 31, 2026261,059$4.79-$-9.7
Equity awards exercisable at March 31, 2026131,930$5.319.7
Aggregate intrinsic value of equity awards exercisable at March 31, 2026$-

As of March 31, 2026, there was $0.4 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a period of 1.2 years. The weighted average grant date fair values of the stock options granted were $3.74 during the three-month period ended March 31, 2026.

The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from the Company’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model:

For the Three Months Ended March 31,
20262025
Risk-free interest rate4.19%4.31 to 4.55%
Expected volatility122.97%110.74 to 115.63%
Expected life (in years)9.09.0 to 10.0
Expected dividend yield0.0%0.0%

Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant.

Note 9. Warrants

Following is a summary of all warrant activity for the three-month period ended March 31, 2026:

WarrantsNumber of Warrants IssuedWeighted Average Exercise Price
Warrants outstanding at December 31, 20254,513,475$5.04
Pre-funded warrants exercised during the three months ended March 31, 2026(503,114)0.0001
Warrants outstanding at March 31, 20264,010,361$5.04
Weighted average remaining contractual terms at March 31, 20264.0 years (a)
(a)Amount excludes 1.1 million prefunded warrants from the December 2025 Offering which do not have an expiration date.

**Note 10. Leases **

Lawrenceville, New Jersey Lease

In August 2023, the Company renewed its Lawrenceville office lease for a 24-month agreement for 9,850 square feet with monthly rent payments of approximately $22,983 to $23,394. In April 2025, the Company renewed its Lawrenceville office lease until November 30, 2028 for 4,359 square feet (to be reduced to 4,011 following April 1, 2026) with monthly rent payments of approximately $10,361 to $10,863.

Huntsville, Alabama Lease

In January 2023, the Company renewed its Huntsville facility lease for a 60-month lease agreement for 11,420 square feet with monthly rent payments of approximately $28,550 to $30,903.

The following is a table of the lease payments and maturity of the Company’s operating lease liabilities as of March 31, 2026:

Remainder of 2026$367,438
2027498,086
2028149,897
2029 and thereafter-
Subtotal future lease payments1,015,421
Less imputed interest(103,669)
Total lease liabilities$911,752
Weighted average remaining life2.11
Weighted average discount rate9.98%

For the three-month period ended March 31, 2026, operating lease expense was $120,915 and cash paid for operating leases included in operating cash flows was $121,384. For the three-month period ended March 31, 2025, operating lease expense was $165,232 and cash paid for operating leases included in operating cash flows was $165,231.

**Note 11. Commitments and Contingencies **

We are not currently a party to any material legal proceedings.

**Note 12. Subsequent Events **

The Company has evaluated its subsequent events from March 31, 2026 and through the date these condensed consolidated financial statements were issued, determining all subsequent events have been disclosed.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.