IMUNON Announces Up To $9.75 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

IMUNON (NASDAQ: IMNN) has secured a private placement offering priced at-the-market, raising $3.25 million initially through the sale of 7,222,223 shares of common stock (or pre-funded warrants) at $0.45 per share. The deal includes short-term warrants to purchase up to 14,444,446 additional shares, which could generate up to $6.5 million in additional proceeds if fully exercised.

The warrants will be exercisable at $0.45 per share upon stockholder approval and will expire after three years. The offering, expected to close around May 27, 2025, is being managed by H.C. Wainwright & Co. as exclusive placement agent, with Brookline Capital Markets as financial advisor. The company plans to use the proceeds for working capital and general corporate purposes.

Positive

• Potential to raise up to $9.75 million in total gross proceeds if all warrants are exercised
• Priced at-the-market under Nasdaq rules, maintaining compliance with listing requirements

Negative

• Significant dilution to existing shareholders with issuance of over 7.2 million new shares
• Additional potential dilution of 14.4 million shares if warrants are exercised
• Low share price of $0.45 indicates possible financial distress

Insights

Biotech Investment Specialist

IMUNON raises $3.25M in at-market private placement with potential for $6.5M more from warrants, likely for Phase 3 trial funding.

IMUNON's $3.25 million private placement represents a critical cash infusion for this clinical-stage biotech currently advancing a Phase 3 DNA-mediated immunotherapy program. The transaction structure includes 7,222,223 common shares (or pre-funded warrants) priced at $0.45 per share—notably at market price without discount—plus short-term warrants that could generate an additional $6.5 million if exercised.

The financing's at-market pricing suggests investor confidence in IMUNON's current valuation, avoiding the dilutive discount often seen in biotech fundraising. However, the potential dilution remains significant—the warrant coverage is 200% (two warrant shares for each common share purchased), indicating IMUNON needed to offer substantial upside potential to secure this capital.

For context, clinical-stage biotechs with Phase 3 programs typically burn through $1-2 million monthly. This means the initial $3.25 million likely provides only 2-3 months of operational runway, making the potential warrant exercise proceeds critical for extending this timeline. The company's statement about using proceeds for "working capital and general corporate purposes" suggests these funds will primarily support ongoing operations rather than expanding research initiatives.

This financing appears to be a strategic bridge to maintain operations while advancing their Phase 3 program, but the relatively modest size indicates IMUNON will likely need additional capital in the near-term unless these warrants are exercised.

$3.25 million upfront with up to an additional $6.5 million of potential aggregate gross proceeds 
upon the exercise in full of short-term warrants

LAWRENCEVILLE, N.J., May 23, 2025 (GLOBE NEWSWIRE) -- IMUNON, Inc. (NASDAQ: IMNN), a clinical-stage company in Phase 3 development of its DNA-mediated immunotherapy, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 7,222,223 shares of its common stock (or pre-funded warrants in lieu therof) and short-term warrants to purchase up to an aggregate of 14,444,446 shares of common stock at a purchase price of $0.45 per share (or pre-funded warrant in lieu thereof) and accompanying short-term warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the warrants at an exercise price of $0.45 per share and will expire three years from the date of stockholder approval. The offering is expected to close on or about May 27, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the the exclusive placement agent for the offering. Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as financial advisor.

The aggregate gross proceeds to the Company from the private placement is expected to be approximately $3.25 million, before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the short-term warrants, if fully-exercised on a cash basis, will be approximately $6.5 million. No assurance can be given that any of such short-term warrants will be exercised. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The shares of common stock, pre-funded warrants and short-term warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the pre-funded warrants and short-term warrants, have not been registered under the Act or applicable state securities laws. Accordingly, the shares of common stock, the pre-funded warrants, the short-term warrants and the shares of common stock underlying the pre-funded warrants and short-term warrants may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and short-term warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to 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. IMUNON is developing its non-viral DNA technology across its modalities. The first modality, TheraPlas^®, is developed for the gene-based delivery of cytokines and other therapeutic proteins in the treatment of solid tumors where an immunological approach is deemed promising. The second modality, PlaCCine^®, is developed for the gene delivery of viral antigens that can elicit a strong immunological response.

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 2 clinical trial (OVATION 2). 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. For more information, please visit www.imunon.com.

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 closing of the offering, expectations regarding the use of proceeds from the offering, the receipt of stockholder approval, the exercise of the short-term warrants prior to their expiration, and the Company’s plans and expectations with respect to its development programs, 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 market conditions and satisfaction of customary closing conditions in the offering, 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 SEC. 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
Jenna Urban	Peter Vozzo
CG life	ICR Healthcare
212-253-8881	443-213-0505
jurban@cglife.com	peter.vozzo@icrhealthcare.com

FAQ

How much money is IMUNON (IMNN) raising in its May 2025 private placement?

IMUNON is raising $3.25 million initially, with potential additional proceeds of up to $6.5 million if all short-term warrants are exercised, for a total possible raise of $9.75 million.

What is the price per share for IMUNON's (IMNN) private placement offering?

The private placement is priced at $0.45 per share, with warrants also exercisable at $0.45 per share.

How many shares is IMUNON (IMNN) offering in its May 2025 private placement?

IMUNON is offering 7,222,223 shares initially, with warrants for an additional 14,444,446 shares that could be exercised later.

When will IMUNON's (IMNN) private placement close?

The private placement is expected to close on or about May 27, 2025, subject to customary closing conditions.

How will IMUNON (IMNN) use the proceeds from the private placement?

IMUNON intends to use the net proceeds for working capital and general corporate purposes.