IMUNON Announces Pricing of $7.0 Million Registered Direct Offering Priced At-The-Market Under NASDAQ Rules

Rhea-AI Summary

IMUNON (Nasdaq: IMNN) announced a registered direct offering to a single healthcare institutional investor for 1,939,114 shares of common stock (or pre-funded warrants) plus warrants to purchase up to 1,939,114 shares, at a combined purchase price of $3.61 per share and warrant (pre-funded warrant alternative at $3.6099).

The offering is expected to yield approximately $7.0 million gross, with warrants exercisable immediately at $3.482 and expiring five years from issuance; pre-funded warrants have a $0.0001 exercise price and do not expire. The offering will be made under the company’s Form S-3 shelf declared effective May 22, 2024, and is expected to close on or about December 31, 2025.

Positive

• Gross proceeds of approximately $7.0 million
• Warrants exercisable immediately at $3.482 with five-year term
• Offering conducted under an effective Form S-3 shelf (May 22, 2024)

Negative

• Issuance of 1,939,114 shares plus warrants will dilute existing shareholders
• Pre-funded warrants exercisable at $0.0001 are perpetual and may increase dilution over time

Key Figures

Shares offered 1,939,114 shares Common stock (or pre-funded warrants) in registered direct offering

Warrants offered 1,939,114 warrants Warrants to purchase common stock issued with each share/pre-funded warrant

Combined purchase price $3.61 Per share of common stock and accompanying warrant

Pre-funded combo price $3.6099 Per pre-funded warrant and accompanying warrant

Warrant exercise price $3.482 per share Exercise price for common stock warrants

Pre-funded exercise price $0.0001 per share Exercise price of pre-funded warrants

Gross proceeds $7.0 million Expected gross proceeds before fees and expenses

Closing date December 31, 2025 Expected closing date subject to customary conditions

Market Reality Check

$3.63 Last Close

Volume Volume 294,137 is 5.45x the 20-day average of 53,972, indicating elevated pre-news activity. high

Technical Shares trade below the 200-day MA, with price at $3.63 vs 200-day MA of $8.48.

Peers on Argus 1 Down

Biotech peers show mixed moves: NXTC up 5.51%, BIVI up 4.24%, while PRTG is down 10.39% and BCTX down 5.24%, suggesting stock-specific dynamics for IMNN.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 29	Clinical/operations update	Positive	+15.2%	Summarized 2025 clinical advances and OVATION 3 progress with survival benefits.
Nov 13	Earnings and update	Neutral	+5.3%	Reported Q3 2025 results, lower expenses, cash into Q1 2026, clinical progress.
Nov 10	Webcast data review	Positive	-6.3%	Public webcast showcased IMNN-001 clinical and translational data for ovarian cancer.
Nov 10	R&D Day data	Positive	-6.3%	R&D Day presented OVATION 2 and MRD data and Phase 3 OVATION 3 progress.
Nov 07	R&D Day announcement	Positive	+2.6%	Announced R&D Day with investigators discussing IMNN-001 trials and design.

Pattern Detected

Recent news has mostly been clinically and operationally positive, with three events aligned with price gains and two positive clinical updates that coincided with declines, showing inconsistent reactions to favorable data.

Recent Company History

Over the last few months, IMUNON highlighted progress for its DNA-mediated immunotherapy IMNN-001, including Phase 2 overall survival benefits and advancement of the Phase 3 OVATION 3 trial (Nov 7–10, 2025). An earnings update on Nov 13, 2025 reported reduced operating expenses and cash funding into Q1 2026. A year-end recap on Dec 29, 2025 framed 2025 as a transformative year with notable clinical advances. Today’s financing announcement follows this sequence of clinical and operational milestones.

Market Pulse Summary

This announcement details a registered direct offering of 1,939,114 shares (or pre-funded warrants) plus an equal number of warrants, at a combined price of $3.61, for expected gross proceeds of $7.0 million. It follows recent clinical and operational updates on the Phase 3 OVATION 3 program and prior disclosures about cash funding into early 2026. Investors may track how the added capital supports trial execution, future financing needs, and any subsequent regulatory or earnings updates.

Key Terms

registered direct offering financial

"in a registered direct offering priced at-the-market under Nasdaq rules"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

at-the-market financial

"in a registered direct offering priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"together with warrants to purchase up to an aggregate of 1,939,114 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

pre-funded warrants financial

"shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-279425)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-279425)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and an accompanying prospectus relating to the registered direct offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

LAWRENCEVILLE, N.J., Dec. 30, 2025 (GLOBE NEWSWIRE) -- IMUNON, Inc. (Nasdaq: IMNN), a clinical-stage company in Phase 3 development with its DNA-mediated immunotherapy, today announced that it has entered into a securities purchase agreement with a single healthcare-focused institutional investor for the purchase and sale of 1,939,114 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate of 1,939,114 shares of common stock, in a registered direct offering priced at-the-market under Nasdaq rules. Each share of common stock (or pre-funded warrant in-lieu thereof) is being sold together with one warrant to purchase one share of common stock at a combined purchase price of $3.61 (or $3.6099 per pre-funded warrant and warrant). The warrants will have an exercise price of $3.482 per share, will be exercisable immediately upon issuance, and will expire five years from the date of issuance. The pre-funded warrants will have an exercise price of $0.0001 per share, will be exercisable immediately upon issuance, and will not expire.

Maxim Group LLC is acting as the lead placement agent for the offering. Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as co-placement agent for the offering.

The gross proceeds to IMUNON from the offering are expected to be approximately $7.0 million, before deducting placement agents’ fees and other estimated offering expenses. The offering is expected to close on or about December 31, 2025, subject to satisfaction of customary closing conditions.

The securities described above in the registered direct offering, including the shares of common stock underlying the pre-funded warrants and warrants, are being offered and sold pursuant to a "shelf" registration statement on Form S-3 (File No. 333-279425) which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2024. The offering of the securities are being made only by means of a prospectus. A prospectus supplement and an accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About IMUNON

IMUNON is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms to generate safe, effective and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies.

Forward-Looking Statements

IMUNON wishes to inform readers that forward-looking statements in this news release are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, but not limited to, statements regarding the anticipated closing of the offering are forward-looking statements. We generally identify forward-looking statements by using words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, risks and uncertainties related to our ability to regain compliance with Nasdaq’s listing requirements, the potential de-listing of our shares on Nasdaq, risks and uncertainties relating to unforeseen changes in the course of research and development activities and in clinical trials, including the fact that interim results are not necessarily indicative of final results; the uncertainties of and difficulties in analyzing interim clinical data; the significant expense, time and risk of failure in conducting clinical trials; the need for IMUNON to evaluate its future development plans; possible actions by customers, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in IMUNON’s filings with the Securities and Exchange Commission. IMUNON assumes no obligation, except to the extent required by law, to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

Contacts:

Media	Investors
CG Life	ICR Healthcare
Jenna Urban	Peter Vozzo
212-253-8881	443-213-0505
jurban@cglife.com	peter.vozzo@icrhealthcare.com

FAQ

What is IMUNON (IMNN) selling in the December 2025 registered direct offering?

IMUNON is offering 1,939,114 shares (or pre-funded warrants in-lieu) plus warrants to buy up to 1,939,114 shares at a combined price of $3.61 per unit.

How much gross capital will IMUNON raise from the offering (IMNN)?

The company expects to raise approximately $7.0 million in gross proceeds before fees and expenses.

When will the IMUNON registered direct offering (IMNN) close?

The offering is expected to close on or about December 31, 2025, subject to customary closing conditions.

What are the warrant terms in IMUNON's offering (IMNN)?

Each unit includes a warrant exercisable immediately at $3.482 per share that expires five years from issuance.

What is a pre-funded warrant in IMUNON's (IMNN) deal and why does it matter?

Pre-funded warrants allow purchase now with an exercise price of $0.0001, effectively enabling immediate ownership while minimizing cash payment; they can increase long-term dilution because they do not expire.

Who is placing IMUNON's (IMNN) registered direct offering?

Maxim Group is the lead placement agent and Brookline Capital Markets (Arcadia Securities) is co-placement agent.