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2026-09-28
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 28, 2026
Imunon,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-15911 |
|
52-1256615 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 997
Lenox Drive, Suite 100, Lawrenceville, NJ |
|
08648-2311 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(609)
896-9100
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.01 per share |
|
IMNN |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
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 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported, on June 2, 2026, Imunon, Inc. (the “Company”) entered into a securities purchase agreement
with Streeterville Capital, LLC (the “Investor”), providing for the issuance and sale by the Company, and the
purchase by the Investor, of (i) 250 shares of the Company’s Series A Preferred Stock, par value $0.01 per share, at a price of
$10,000 per share, for aggregate proceeds of $2,500,000; (ii) a Secured Promissory Note A-1 in an original principal amount of $2,720,000
(the “A-1 Note”); and (iii) a Secured Promissory Note B in an original principal amount of $5,000,000.
On
September 28, 2026, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”).
Pursuant to the Exchange Agreement, $1,200,000 of the principal amount of the A-1 Note (together with any accrued and unpaid interest
thereon) will be exchanged for 120 shares (the “Preferred Shares”) of the Company’s Series B Preferred
Stock, par value $0.01 per share (the “Series B Preferred Stock”) at a price of $10,000 per share (the “Exchange”).
Upon the Exchange, the Company’s obligations under the A-1 Note will be reduced by the amount of principal and interest so exchanged.
No
other terms of the A-1 Note were changed, and the A-1 Note remains in full force and effect in accordance with its terms.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of such document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 is incorporated into this Item 3.02 by reference.
The
Preferred Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
September 28, 2026, the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”)
of the Series B Preferred Stock with the Secretary of State of the State of Delaware, designating 200 shares of Series B Preferred Stock,
which became effective upon filing.
Each
share of Series B Preferred Stock has a stated value of $12,000 (the “Stated Value”) and accrues from the date
of issuance a return of 8% per year, payable in cash or via the issuance of additional shares of Series B Preferred Stock (the “Preferred
Return”). The Series B Preferred Stock is not convertible into shares of common stock or any other class or series of stock
of the Company.
Subject
to the terms and conditions set forth in the Certificate of Designation, at any time the Company may elect to redeem all or any portion
of the Series B Preferred Stock then issued and outstanding from all of the holders of Series A Preferred Stock (a “Corporation
Optional Redemption”) by paying to such holders an amount in cash equal to the Series B Preferred Liquidation Amount (as
defined in the Certificate of Designation) then applicable to the shares of Series B Preferred Stock being redeemed, multiplied by 110%.
The
Company will be subject to customary covenants while any shares of Series B Preferred Stock remain outstanding. The Certificate of Designation
also contains certain events of default. Following the occurrence of an event of default, the Preferred Return would increase by 15%
per year, which may be applied in respect of up to three separate events of default.
The
Series B Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the
voting powers, rights or preferences of the Series B Preferred Stock or as otherwise required by applicable law.
The
foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences and Rights of Series B Preferred Stock. |
| 10.1 |
|
Exchange Agreement, dated September 28, 2026, by and between the Company and Streeterville Capital, LLC. |
| 104 |
|
Cover
Page Interactive Data File (embedded with 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. |
| |
|
|
| |
By: |
/s/
Josh Blacher |
| |
|
Josh
Blacher |
| |
|
Chief
Financial Officer |
| |
|
|
| Date:
September 29, 2026 |
|
|
