Imunon, Inc.

S-11 forms-1.htm S-1

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Imunon, Inc.

(Exact name of registrant as specified in its charter)

997 Lenox Drive, Suite 100

Lawrenceville, NJ 08648

(609) 896-9100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stacy Lindborg

President and Chief Executive Officer

Imunon, Inc.

997 Lenox Drive, Suite 100

Lawrenceville, NJ 08648

(609) 896-9100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER __, 2026

PRELIMINARY PROSPECTUS

IMUNON, INC.

UP TO 20,000,000 SHARES OF COMMON STOCK

PRE-FUNDED WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK

TRANCHE A COMMON WARRANTS TO PURCHASE UP TO 10,000,000 SHARES OF COMMON STOCK OR TRANCHE A EXCHANGE WARRANTS TO PURCHASE UP TO 10,000,000 SHARES OF COMMON STOCK

TRANCHE B COMMON WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK OR TRANCHE B EXCHANGE WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK

TRANCHE C COMMON WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK OR TRANCHE C EXCHANGE WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK

TRANCHE D COMMON WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK OR TRANCHE D EXCHANGE WARRANTS TO PURCHASE UP TO 20,000,000 SHARES OF COMMON STOCK

EXCHANGE WARRANTS TO PURCHASE UP TO 71,000,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH COMMON WARRANTS AND PLACEMENT AGENT WARRANTS

PLACEMENT AGENT WARRANTS TO PURCHASE UP TO 1,000,000 SHARES OF COMMON STOCK OR PLACEMENT AGENT EXCHANGE WARRANTS TO PURCHASE UP TO 1,000,000 SHARES OF COMMON STOCK

UP TO 91,000,000 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH COMMON WARRANTS, PRE-FUNDED WARRANTS, EXCHANGE WARRANTS AND PLACEMENT AGENT WARRANTS

We are offering on a best efforts basis up to 20,000,000 shares of our common stock, par value $0.01 per share (“Common Stock”), together with warrants to purchase up to 70,000,000 shares of our Common Stock or warrants in lieu thereof to purchase up to 70,000,000 shares of our Common Stock based on an assumed public offering price of $1.25 per share of Common Stock and accompanying common warrants, which was the closing price of our Common Stock on the Nasdaq Capital Market (“Nasdaq”) on October 23, 2026. Each share of Common Stock, or a pre-funded warrant in lieu thereof (as described below), is being sold together with (i) a Tranche A common warrant to purchase one-half of one share of Common Stock (the “Tranche A common warrants”) or a warrant in lieu thereof to purchase one-half of one share of Common Stock (the “Tranche A exchange warrants”), (ii) a Tranche B common warrant to purchase one share of Common Stock (the “Tranche B common warrants”) or a warrant in lieu thereof to purchase one share of Common Stock (the “Tranche B exchange warrants”), (iii) a Tranche C common warrant to purchase one share of Common Stock (the “Tranche C common warrants”) or a warrant in lieu thereof to purchase one share of Common Stock (the “Tranche C exchange warrants”) and (iv) a Tranche D common warrant to purchase one share of Common Stock (the “Tranche D common warrants” and, together with the Tranche A common warrants, the Tranche B common warrants and the Tranche C common warrants, the “common warrants”) or a warrant in lieu thereof to purchase one share of Common Stock (the “Tranche D exchange warrants”, and, together with the Tranche A exchange warrant, the Tranche B exchange warrant, the Tranche C exchange warrant and the Placement Agent exchange warrant (as defined below), the “exchange warrants”), representing warrant coverage of 50%, 100%, 100% and 100%, respectively, of the aggregate number of shares of Common Stock and pre-funded warrants sold in this offering (for a total of 350% warrant coverage). Purchasers of common warrants will be issued exchange warrants in lieu of shares of common stock if the exercise of such common warrants would cause such purchaser to beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of such common warrant. The exchange warrants will have identical terms to the pre-funded warrants described below. The shares of Common Stock and common warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. The Tranche A common warrants, Tranche B common warrants, Tranche C common warrants and Tranche D common warrants will have assumed exercise prices per share of $1.25, $1.38, $1.56 and $2.50, respectively, equal to 100%, 110%, 125% and 200%, respectively, of the assumed combined public offering price per share of Common Stock and accompanying common warrants. The common warrants will be immediately exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the common warrants (the “Warrant Stockholder Approval”); provided however, if (i) the offering is deemed a public offering or (ii) the Pricing Conditions (as defined below) are met, Warrant Stockholder Approval will not be required and the common warrants will be immediately exercisable upon issuance (the “Initial Exercise Date”). As used herein, “Pricing Conditions” means that the combined public offering price per share of Common Stock and accompanying common warrants is such that the Warrant Stockholder Approval is not required under the rules of Nasdaq because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stock underlying the common warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the common warrants) meet the pricing requirements under Nasdaq’s rules.

The Tranche A common warrants will expire on the earlier of (i) 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date or the Warrant Stockholder Approval, as applicable or (ii) 30 trading days after the public announcement of the secondary endpoint readout (defined as ORR, time to second line therapy, R0 Surgical Response, or Chemotherapy Response of 3) based on 75 OVATION 3 trial patients or more; provided that the daily volume-weighted average price (“VWAP”) of the common stock equals or exceeds 300% of the exercise price for 30 consecutive trading days. The Tranche B common warrants will expire on the earlier of (i) 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date or the Warrant Stockholder Approval, as applicable or (ii) 30 trading days after the public announcement of the secondary endpoint readout based on 220 patients or more of the planned enrollment in OVATION 3 trial, provided that the daily VWAP of the common stock equals or exceeds 300% of the exercise price for 30 consecutive trading days. The Tranche C common warrants will expire on the earlier of (i) 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date or the Warrant Stockholder Approval, as applicable; (ii) 30 trading days after the public announcement of full enrollment of the trial, no evidence of futility and an independent data monitoring committee recommendation to continue the trial, provided that the daily VWAP of the common stock equals or exceeds 300% of the exercise price for 30 consecutive trading days; or (iii) 30 trading days after public announcement of interim analysis at 60% of intent-to-treat (“ITT”) events meeting the FDA aligned, pre-specified threshold for success on the overall survival primary endpoint in the OVATION 3 trial. The Tranche D common warrants will expire on the earlier of (i) 5:00 p.m. (New York City time) on the seven-year anniversary of the Initial Exercise Date or the Warrant Stockholder Approval, as applicable or (ii) 30 trading days after public announcement of positive final overall survival primary endpoint with a p-value below the FDA-agreed threshold for approval.

This prospectus also relates to the shares of Common Stock, exchange warrants and shares of Common Stock underlying such exchange warrants issuable upon the exercise of the common warrants sold in this offering and the Placement Agent Warrants (as defined below) issued as compensation to the placement agent in connection with this offering.

We are also offering to certain purchasers whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock. Each pre-funded warrant offered in lieu of a share of Common Stock is being sold together with the common warrants that accompany each share of Common Stock. The public offering price of each pre-funded warrant and accompanying common warrants will be equal to the price at which one share of Common Stock and accompanying common warrants is sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded warrants and common warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. For each pre-funded warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the shares of Common Stock issuable upon exercise of the pre-funded warrants sold in this offering.

We have engaged Maxim Group LLC (“Maxim”) to act as our placement agent (the “Placement Agent”), to use its best efforts to arrange for the sale of the securities offered by this prospectus. Other than the Placement Agent Warrants issued as compensation to the Placement Agent, the Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.

We refer to the Common Stock, common warrants, exchange warrants and pre-funded warrants to be sold in this offering collectively as the “securities.” The securities will be offered at a fixed price and are expected to be issued in a single closing. The offering will terminate on November__, 2026, unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering prior thereto (which we may do at any time in our discretion), except that the shares of Common Stock underlying the common warrants and shares of Common Stock underlying the pre-funded warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Investors purchasing securities offered hereby will have the option to execute a securities purchase agreement with us. We expect that the closing of the offering will occur one trading day after we price the securities offered hereby. When we price the securities, we will simultaneously enter into securities purchase agreements relating to the offering with those investors who so choose. The offering will settle delivery versus payment (“DVP”)/receipt versus payment (“RVP”). That is, on the closing date, we will issue the shares of Common Stock directly to the account(s) at the Placement Agent identified by each purchaser; upon receipt of such shares, the Placement Agent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to us.

Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, we and the Placement Agent have not made any arrangements to place investor funds in an escrow account or trust account. Because this is a best efforts offering, the Placement Agent does not have an obligation to purchase any securities, and, as a result, there is a possibility that we may not be able to sell the securities. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information.

Our Common Stock is listed on the Nasdaq under the ticker symbol “IMNN.” On October 23, 2026, the last reported sale price per share of our Common Stock on Nasdaq was $1.25 per share. The actual public offering price per share of Common Stock and accompanying common warrants, and per pre-funded warrant and accompanying common warrants, will be determined between us, the Placement Agent and the investors in this offering at the time of pricing and may be at a discount to the current market price for our Common Stock, and the recent market price for our Common Stock used throughout this prospectus may not be indicative of the final offering price per share of Common Stock and accompanying common warrants, and per pre-funded warrant and accompanying common warrants. There is no established public trading market for the common warrants or the pre-funded warrants, and we do not expect such a market to develop. Without an active trading market, the liquidity of the pre-funded warrants and the common warrants will be limited. In addition, we do not intend to list the pre-funded warrants or the common warrants on Nasdaq, any other national securities exchange or any other trading system.

You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. You should only purchase shares if you can afford the loss of your investment. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. See “Risk Factors” on page 8 of this prospectus and the section entitled “Risk Factors” included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference, for a discussion of information that you should consider before investing in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Because there is no minimum number of securities or amount of proceeds required as a condition to closing this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. See “Plan of Distribution” for more information.

Delivery of the securities is expected to be made on or about October __, 2026, subject to satisfaction of certain conditions.

Maxim Group LLC

The date of this prospectus is , 2026

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