IMUNON Converts $1.2 Million of Debt-to-Equity

The debt exchange reduces future cash obligations, but brings in no additional cash.

Rhea-AI Summary

IMUNON (IMNN) exchanged $1.2 million of outstanding debt, plus accrued unpaid interest, for newly designated Series B preferred shares. The exchange reduced outstanding debt by approximately 43% and increased stockholders’ equity.

IMUNON issued 120 preferred shares at a purchase price of $10,000 per share and a stated value of $12,000 per share. The shares are not convertible into common stock; no common stock or warrants were issued. IMUNON designated 200 Series B shares in total and expects the issued shares to be classified as permanent equity. The exchange provided no additional cash proceeds.

3 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

• Major point$1.2 million of debt, plus accrued unpaid interest, exchanged for equity; outstanding debt fell approximately 43%. 15% of market cap
• Minor pointNo common stock or warrants issued; the preferred shares are not convertible into common stock.
• Minor pointFuture cash obligations reduced by the debt exchange.

Negative

• Minor point120 new preferred shares issued at $10,000 per share, with a $12,000 stated value per share.
• Minor pointNo additional cash proceeds came from the exchange.

Key Figures

Debt exchanged: $1.2 million Outstanding debt reduction: Approximately 43% Series B Preferred Stock issued: 120 shares +3 more

Debt exchanged

$1.2 million

Outstanding principal and accrued and unpaid interest exchanged for Series B Preferred Stock

Outstanding debt reduction

Approximately 43%

Reduction resulting from the transaction

Series B Preferred Stock issued

120 shares

Issued under the Exchange Agreement

Purchase price per share

$10,000

Series B Preferred Stock

Stated value per share

$12,000

Series B Preferred Stock

Series B shares designated

200 shares

Designated by the Company; not convertible into common stock

Key Terms

non-convertible, private placement, permanent equity, form 8-k

4 terms

non-convertible financial

"newly designated, non-convertible Series B Preferred Stock"

A non-convertible security is a debt or preferred share that cannot be exchanged for a company’s common stock or another class of shares. For investors this matters because it offers a more predictable stream of income and no upside from equity appreciation—think of it as a fixed lease payment rather than a pie that can grow in size—while also avoiding the risk of dilution to existing shareholders.

private placement financial

"issued in a private placement in reliance on an exemption"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

permanent equity financial

"expects the shares to be classified as permanent equity"

Permanent equity is capital provided to a company that has no fixed repayment date or required redemption, effectively staying on the balance sheet for the long term. It behaves like common equity but can carry specific rights or protections; think of it as a long-lasting financial foundation rather than a short-term loan. Investors care because it strengthens the company’s capital base, lowers refinancing pressure, and signals durable financial support.

form 8-k regulatory

"contained in a Current Report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Unique investment vehicle provides efficient access to equity capital
Outstanding debt of the original Note lowered by approximately 43%
No issuance of common stock or dilutive warrants

LAWRENCEVILLE, N.J., Sept. 29, 2026 (GLOBE NEWSWIRE) -- IMUNON, Inc. (Nasdaq: IMNN), (“IMUNON” or the “Company”), a clinical-stage biotechnology company developing DNA-mediated immunotherapies, today announced that it has entered into an Exchange Agreement, under which $1.2 million of outstanding debt, together with accrued and unpaid interest, was exchanged for shares of the Company’s newly designated, non-convertible Series B Preferred Stock. The transaction reduces the Company’s outstanding debt by approximately 43% and increases stockholders’ equity while preserving financial flexibility, with no issuance of common stock or warrants.

"This transaction reduces outstanding debt and increases our shareholder equity while minimizing dilution for existing shareholders," said Stacy R. Lindborg, Ph.D., President and Chief Executive Officer of IMUNON. "By exchanging a portion of our outstanding debt for preferred equity, we reduce future cash obligations. I want to thank our financing partner for their continued confidence in the promise of IMNN-001. We believe this structure better positions the Company to execute our clinical strategy while preserving future financial flexibility."

Pursuant to the Exchange Agreement, IMUNON issued 120 shares of Series B Preferred Stock, at a purchase price of $10,000 per share and a stated value of $12,000 per share, in exchange for $1.2 million of principal and accrued and unpaid interest outstanding under the A-1 Note. The Company has designated 200 shares of Series B Preferred Stock, which are not convertible into shares of common stock, and expects the shares to be classified as permanent equity. The transaction does not provide the Company with additional cash proceeds.

The shares of Series B Preferred Stock were issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Additional information regarding the transaction will be contained in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.

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), and is currently being studied in 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. For more information, please visit www.imunon.com.

Forward-Looking Statements

IMUNON wishes to inform readers that forward-looking statements in this 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, the expected accounting treatment of the Series B Preferred Stock, the anticipated benefits of the transaction, and the Company's plans and expectations with respect to its development programs more generally, 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, the Company's ability to satisfy its remaining obligations under the A-1 Note and its redemption obligations in respect of the Series B Preferred Stock; the possibility that the accounting treatment of the Series B Preferred Stock as permanent equity is subsequently revised; the Company's ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market; the Company's need to raise additional capital; 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.

Investor Contact

Valter Pinto
KCSA Strategic Communications
212-896-1254
imunon@kcsa.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did IMUNON exchange for Series B preferred shares?

IMUNON exchanged $1.2 million of outstanding debt, plus accrued unpaid interest under its A-1 Note, for 120 Series B preferred shares. The shares had a purchase price of $10,000 per share and a stated value of $12,000 per share.