Imunon agrees ThermoDox sale tied to $2.5M raise
IMUNON said the agreement leaves its financial and operational resources focused on IMNN-001 and the Phase 3 OVATION 3 trial.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Imunon, Inc. (IMNN) agreed to sell VoxelDox Therapeutics assets related to ThermoDox, including trademarks, regulatory filings, clinical and preclinical data, manufacturing know-how and existing drug product vials. VoxelDox intends to develop ThermoDox for glioblastoma and other high-grade gliomas. Closing is contingent on VoxelDox raising at least $2.5 million; without the funding, the transaction will not close and Imunon will receive no consideration.
If the transaction closes, Imunon will receive VoxelDox common stock equal to 4.76% of its fully diluted capitalization, up to $16.5 million in milestone payments, and tiered royalties on annual net sales of ThermoDox-related products at rates of 3.5% to 6% if approved. If VoxelDox determines in good faith that transferred ThermoDox vials are not usable, milestone payments and royalty rates will be reduced by 50%. Until VoxelDox completes a qualified equity financing, Imunon may appoint one of its five directors and one non-voting observer. Subject to VoxelDox board approval and separate consulting agreements, Michael H. Tardugno, Imunon's Executive Chairman, and Frederick J. Fritz, a member of its Board of Directors, are each to receive shares equal to 2.38% of VoxelDox's fully diluted capitalization, vesting monthly over 36 months.
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.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.No consideration if VoxelDox fails to raise at least $2.5 million. 44% of market cap
8-K Event Classification
Key Figures
Key Terms
heat-activated liposomal formulation technical
fully diluted capitalization financial
tiered royalties financial
qualified equity financing financial
New Drug Application regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What will IMUNON receive for the ThermoDox assets?
What must happen for IMUNON's IMNN ThermoDox transaction to close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 20, 2026, Imunon, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with VoxelDox Therapeutics, Inc. (“VoxelDox”), pursuant to which the Company agreed to sell to VoxelDox the Company’s assets relating to ThermoDox®, a heat-activated liposomal formulation of doxorubicin (the “Purchased Assets”), including related trademarks, regulatory filings, clinical and preclinical data, manufacturing know-how and existing drug product vials. VoxelDox intends to develop ThermoDox for glioblastoma and other high-grade gliomas. The transaction is contingent on VoxelDox raising at least $2.5 million. If it does not raise this funding, the transaction will not close and the Company will receive no consideration.
If the transaction closes, VoxelDox will issue to the Company shares of VoxelDox common stock equal to 4.76% of its fully diluted capitalization. VoxelDox will also pay the Company up to $16.5 million in milestone payments upon the achievement of specified clinical and regulatory milestones, including initiation of a Phase 3 clinical trial of ThermoDox and FDA acceptance and approval of a New Drug Application. In addition, VoxelDox will pay royalties on annual net sales. If VoxelDox determines in good faith that the transferred ThermoDox vials are not usable, milestone payments and royalty rates will be reduced by 50%.
Until VoxelDox completes a qualified equity financing, the Company may appoint one of VoxelDox’s five directors and one non-voting observer. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.
Subject to VoxelDox board approval and separate consulting agreements, VoxelDox will grant Michael H. Tardugno, the Company’s Executive Chairman, and Frederick J. Fritz, a member of the Company’s Board of Directors, shares of VoxelDox common stock each equal to 2.38% of its fully diluted capitalization, vesting monthly over 36 months, for consulting services to VoxelDox. Other than as described above, there is no material relationship between the Company and VoxelDox.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2026.
Item 7.01 Regulation FD Disclosure.
On October 21, 2026, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of Imunon, Inc., dated October 21, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IMUNON INC. | ||
| Dated: October 21, 2026 | By: | /s/ Josh Blacher |
| Josh Blacher | ||
| Interim Chief Financial Officer | ||
Exhibit 99.1
IMUNON Announces Strategic Sale of ThermoDox®
Agreement with VoxelDox Therapeutics, Inc. Creates a Clear Path to Future Value, Subject to Achievement of Development Milestones in the Planned Phase 1 Glioblastoma Trial
Sale Reinforces IMUNON’s Commitment to Its Core Strategy: Executing the Pivotal Phase 3 OVATION 3 Trial of IMNN-001
LAWRENCEVILLE, N.J., October 21, 2026 — IMUNON, Inc. (Nasdaq: IMNN), a clinical-stage biotechnology company developing DNA-mediated immunotherapies, today announced that it has entered into an agreement to sell its rights to ThermoDox®, a heat-activated liposomal formulation of doxorubicin, to VoxelDox Therapeutics, Inc. (“VoxelDox”). Under the agreement, VoxelDox intends to advance the development of ThermoDox for the treatment of glioblastoma multiforme (GBM), a difficult-to-treat form of brain cancer. In exchange, IMUNON will receive an equity ownership stake in VoxelDox, payments of up to $16.5 million contingent upon meeting development milestones and significant royalties on future net sales of ThermoDox product following commercial approval.
Closing of the transaction is contingent upon VoxelDox completing a planned $2.5 million financing to support initiation of a Phase 1 clinical trial in patients with glioblastoma. The companies are announcing the agreement in advance of closing to provide visibility into the intended transaction and IMUNON’s continued strategic focus. The transaction enables IMUNON to retain potential long-term economic participation in ThermoDox while dedicating its financial and operational resources to advancing IMNN-001, the Company’s lead clinical program.
“We are pleased that ThermoDox has found a steward committed to advancing its development for the benefit of patients,” said Stacy R. Lindborg, Ph.D., President and Chief Executive Officer of IMUNON. “This agreement is consistent with our previously announced strategy to identify a development partner for this promising drug candidate and demonstrates our disciplined approach to portfolio management and capital allocation. By creating a path to realize future value from a legacy asset that has been fully written off, the transaction allows our organization to remain singularly focused on the successful execution of the pivotal Phase 3 OVATION 3 trial of IMNN-001 in frontline advanced ovarian cancer. We look forward to following VoxelDox’s progress as it works to advance this technology for patients with glioblastoma.”
Under the terms of the agreement, upon completion of VoxelDox’s financing, IMUNON will receive an equity interest of approximately 4.76% in VoxelDox, together with the potential to receive up to $16.5 million in aggregate development and sales-based milestone payments and tiered royalties ranging from 3.5% to 6% on net sales of ThermoDox-related products, if approved. IMUNON’s realization of any milestone or royalty payments, or of value from its equity position, is subject to VoxelDox’s success in financing, developing, and, if applicable, commercializing the asset, and there can be no assurance that any such value will be realized.
About VoxelDox Therapeutics, Inc.
VoxelDox Therapeutics is an emerging biotechnology company developing a precision oncology platform that integrates voxel-level measurement, heat-activated drug delivery, and image-guided treatment optimization. By combining spatially controlled thermal energy with temperature-sensitive therapeutics, VoxelDox aims to localize treatment where it is needed most. Initially focused on glioblastoma, the company is advancing a novel approach to targeted therapy with potential applications across a range of solid tumors. Moving beyond precision in diagnosis to precision in delivery, VoxelDox is advancing the future of precise medicine, one voxel at a time. For more information, visit www.voxeldoxtx.com.
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, statements regarding expectations regarding the timing and enrollment of the Company’s clinical trials, the potential of any therapies developed by the Company to fulfill unmet medical needs, the market potential for the Company’s products, if approved, the potential efficacy and safety profile of our product candidates, 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, 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
Investors
Valter Pinto
KCSA Strategic Communications
212-896-1254
imunon@kcsa.com