Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-279425
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated May 22, 2024)
$5,500,000
Imunon,
Inc.
Common
Stock
We
have entered into an At the Market Offering Agreement, dated as of May 25, 2022, as amended by Amendment No. 1 to At the Market Offering
Agreement, dated as of May 15, 2024, which, as amended, we refer to as the ATM Agreement, with H.C. Wainwright & Co., LLC, or Wainwright,
relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. Under the ATM Agreement,
we may offer and sell shares of our common stock having an aggregate offering price of up to $5,500,000 from time to time through or
to Wainwright, acting as agent or principal, through this prospectus supplement and the accompanying prospectus.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “IMNN”. On August 30, 2024, the last reported sale price
of our common stock on The Nasdaq Capital Market was $1.15 per share.
The
aggregate market value of our voting and non-voting common stock held by non-affiliates pursuant to General Instruction I.B.6. of Form
S-3 is $47,539,604, which was calculated based on 14,319,158 outstanding shares of our voting and non-voting common stock held by non-affiliates
as of September 3, 2024, and at a price of $3.32 per share, the closing sale price of our common stock reported on The Nasdaq Capital
Market on July 30, 2024, a date within 60 days prior to the date of this prospectus supplement. During the 12 calendar months prior to,
and including, the date of this prospectus supplement, we have sold 5,025,654 shares of common stock for gross proceeds of $10,032,068
pursuant to General Instruction I.B.6 of Form S-3. We will not offer to sell or sell any shares of our common stock which, when aggregated
with all other shares of our common stock offered pursuant to the registration statement of which this prospectus supplement and the
accompanying prospectus form a part, would exceed the maximum amount permissible under General Instruction I.B.6. of Form S-3.
Sales
of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at
the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities
Act, including sales made directly on or through The Nasdaq Capital Market, the existing trading market for our common stock, sales made
to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions
at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted
by law. Wainwright will act as sales agent on a reasonable best efforts basis and use commercially reasonable efforts to sell on our
behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually
agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Wainwright
will be entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold. In connection with the sale
of our common stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities
Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts.
Investing
in our securities involves a high degree of risk. Before making an investment decision, please read “Risk Factors” beginning
on page S-3 of this prospectus supplement and in the documents incorporated by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is September 3, 2024
TABLE
OF CONTENTS
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock from
time to time and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus dated May 22, 2024, including
the documents incorporated by reference therein, provides more general information that may not relate to this offering. Generally, when
we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or
in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC, before the date of
this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in
one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated
by reference in the accompanying prospectus), the statement in the document having the later date modifies or supersedes the earlier
statement.
Before
buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement, the accompanying prospectus
and all of the information incorporated by reference herein and therein, as well as the additional information described under the headings
“Where You Can Find More Information” and “Incorporation of Documents by Reference.” These documents contain
important information that you should consider when making your investment decision.
You
should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any related free writing prospectus filed by us with the SEC. We have not, and Wainwright has not, authorized anyone to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we
nor Wainwright is making an offer to sell or soliciting an offer to buy any securities other than the securities in any circumstances
in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference and any related free writing prospectus is accurate only as of their
respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the
parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should
not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate
only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing
the current state of our affairs.
Unless
the context otherwise requires, “Imunon,” “IMNN,” “the Company,” “we,” “us,”
“our” and similar terms refer to Imunon, Inc. and our subsidiary, CLSN Laboratories, Inc., also a Delaware corporation.
All
brand names or trademarks appearing in this prospectus supplement are the property of their respective holders. Use or display by us
of other parties’ trademarks, trade dress, or products in this prospectus supplement is not intended to, and does not, imply a
relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this
prospectus supplement and the accompanying prospectus. We urge you to read this entire prospectus supplement and the accompanying prospectus,
including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated
by reference from our other filings with the SEC. Investing in our securities involves risks. Therefore, carefully consider the risk
factors set forth in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein or therein, before purchasing our securities. Each of
the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value
of an investment in our securities.
About
Imunon, Inc.
Imunon
is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural
mechanisms with the aim 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 coding of proteins and 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 delivery of DNA-coded 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
currently in Phase II development. IMNN-001 works by instructing the body to produce durable levels, within certain safety parameters,
of powerful cancer-fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. We will continue to leverage these
modalities and to advance the technological frontier of plasmid DNA to better serve patients with difficult-to-treat conditions.
Recent
Developments
On
July 30, 2024, the Company announced positive topline data from its Phase 2 OVATION 2 trial of IMNN-001 in combination with neoadjuvant
and adjuvant chemotherapy in patients with advanced ovarian cancer. The
following table summarizes the data readout:
| |
|
|
|
Median
time to event,
experimental vs control
(months) |
|
Hazard
Ratio, experimental
vs control |
| Overall
Survival (secondary endpoint) |
|
ITT
n=112 |
|
40.5
m vs 29.4 |
|
0.74
(0.42; 1.30) pNS |
| |
≥20%
of protocol-specified treatments in both arms n=102 |
|
45.1
m vs 29.4 |
|
0.64
(0.35; 1.19) pNS |
| |
PARP
treated patients n=43 |
|
NE
vs 37.1 |
|
0.41
(0.13; 1.28) pNS |
| Progression
Free Survival (primary endpoint) |
|
ITT
n=112 |
|
14.9
m vs 11.9 |
|
0.79
(0.51; 1.23) pNS |
| |
≥20%
of protocol-specified treatments in both arms n=102 |
|
14.6
m vs 11.9 |
|
0.76
(0.48; 1.22) pNS |
| |
PARP
treated patients n=31 |
|
33.8
m vs 22.1 |
|
0.80
(0.31; 2.12) pNS |
Registered
Direct Offering and Concurrent Private Placement
On
July 30, 2024, the Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with certain institutional and accredited
investors, or the Purchasers, for a registered direct offering of its common stock. In a concurrent private placement, which, together
with the registered direct offering, we refer to herein as the August 2024 Offering, and also pursuant to the Purchase Agreement, the
Company agreed to issue to the Purchasers unregistered warrants, or the Warrants, to purchase shares of common stock.
Pursuant
to the Purchase Agreement, the Purchasers purchased an aggregate of 5,000,000 shares of common stock and Warrants
to purchase an aggregate of 5,000,000 shares of common stock at a purchase price of $2.00 per share and accompanying Warrant.
The Warrants have an exercise price of $2.00 per share and were exercisable immediately for a term of five and one-half years following
the date of issuance. The Company received gross proceeds of $10.0 million from the August 2024 Offering, before deducting placement
agent fees and other offering expenses payable by the Company.
The
closing of the August 2024 Offering occurred on August 1, 2024. Wainwright acted as the lead placement agent for the Offering. Brookline
Capital Markets, a division of Arcadia Securities, LLC, acted as co-placement agent.
Additional
Information
For
additional information related to our business and operations, please refer to the reports incorporated herein by reference, as described
under the caption “Incorporation of Documents by Reference” on page S-10 of this prospectus supplement.
Our
Corporate Information
We
were founded in 1982 under the corporate name Celsion Corporation and are a Delaware corporation. Our principal executive offices are
located at 997 Lenox Drive, Suite 100, Lawrenceville, NJ 08648. Our telephone number is (609) 896-9100. Our website is www.imunon.com.
On September 19, 2022, Celsion Corporation announced a corporate name change to Imunon, Inc., reflecting the evolution of the Company’s
business focus and its commitment to developing cutting-edge immunotherapies and next-generation vaccines to treat cancer and infectious
diseases. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus
supplement or the accompanying prospectus, and you should not consider information on our website to be part of this prospectus supplement
or the accompanying prospectus or in deciding to purchase our common stock.
THE
OFFERING
| Common
stock offered by us |
|
Shares
of our common stock having an aggregate offering price of up to $5,500,000. |
| |
|
|
| Common
stock outstanding after this offering |
|
Up
to 14,183,497 shares, assuming the sale of up to 4,782,608 shares of our common stock at a price of $1.15 per share, which was the
closing price of our common stock on the Nasdaq Capital Market on August 30, 2024. The actual number of shares issued will vary depending
on the sales price under this offering. |
| |
|
|
| Manner
of offering |
|
“At
the market offerings” that may be made from time to time through our sales agent, Wainwright. See “Plan of Distribution”
on page S-9 of this prospectus supplement. |
| |
|
|
| Use
of proceeds |
|
We
currently intend to use the net proceeds from this offering, if any, for general corporate purposes, including research and development
activities, capital expenditures and working capital. See “Use of Proceeds” on page S-6 of this prospectus supplement. |
| |
|
|
| Risk
factors |
|
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement
and the other information included in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus
for a discussion of certain factors you should carefully consider before deciding to invest in shares of our common stock. |
| |
|
|
| Nasdaq
Capital Market symbol |
|
“IMNN” |
The
number of shares of common stock to be outstanding after this offering is based on 9,400,889 shares of common stock outstanding as of
June 30, 2024 (14,400,889 on a pro forma basis to include 5,000,000 shares of common stock that were issued in the August 2024
Offering), as well as, in each case as of June 30, 2024:
| ● | 1,342,470
shares of common stock issuable upon the exercise of outstanding options as of June 30, 2024,
having a weighted average exercise price of $2.19 per share, of which 789,297 were exercisable,
having a weighted average exercise price of $2.87 per share as of such date; |
| | | |
| ● | 160,060
shares of common stock issuable upon the exercise of outstanding warrants as of June 30,
2024 having a weighted average exercise price of $18.86 per share; and |
| | | |
| ● | 779,020
shares of common stock reserved for future issuance pursuant to our existing stock incentive
plan. |
In
addition, unless we specifically state otherwise, all information in this prospectus supplement assumes no exercise of the Warrants to
purchase an aggregate of 5,000,000 shares of common stock issued in the August 2024 Offering, and no exercise of outstanding stock options
subsequent to June 30, 2024.
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks discussed below, together with the risks under the heading “Risk Factors” under Part I, Item IA of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024, as well as any amendment
or update to our risk factors reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus
supplement and the accompanying prospectus, as well as the other information in this prospectus supplement and the accompanying prospectus,
the information and documents incorporated by reference herein and therein, and any free writing prospectus that we have authorized for
use in connection with this offering. If any of the identified risks actually occur, they could materially adversely affect our business,
financial condition, operating results or prospects and the trading price of our securities. Additional risks and uncertainties that
we do not presently know or that we currently deem immaterial may also impair our business, financial condition, operating results and
prospects and the trading price of our securities.
Because
we will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways
in which you disagree.
We
intend to use the net proceeds from this offering for clinical development of our product candidates, working capital and other general
corporate purposes. See “Use of Proceeds” on page S-6. We have not allocated specific amounts of the net proceeds from
this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying
the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately.
It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of
our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results
and cash flow.
We
do not currently intend to pay dividends on our common stock, and any return to investors is expected to come, if at all, only from potential
increases in the price of our common stock.
At
the present time, we intend to use available funds to finance our operations. Accordingly, while payment of dividends rests within the
discretion of our board of directors, we have no intention of paying any such dividends in the foreseeable future. Any return to investors
is expected to come, if at all, only from potential increases in the price of our common stock.
The
common stock offered hereby will be sold in “at-the-market” offerings, and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in
their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold.
Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they
paid.
The
actual number of shares we will issue under the ATM Agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the ATM Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to Wainwright
at any time throughout the term of the ATM Agreement. The number of shares that are sold by Wainwright after we deliver a sales notice
will fluctuate based on the market price of the common stock during the sales period and limits we set with Wainwright. Because the price
per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible
at this stage to predict the number of shares, if any, that will ultimately be issued.
Purchasers
may experience immediate dilution in the book value per share of the common stock purchased in the offering.
The
shares sold in this offering, if any, will be sold from time to time at various prices. However, the offering price of our common stock
may be substantially higher than the net tangible book value per share of our outstanding common stock. After giving effect to the sale
of shares of our common stock in this offering in the aggregate amount of $5,500,000 at an assumed offering price of $1.15 per
share, the last reported sale price of our common stock on August 30, 2024 on The Nasdaq Capital Market, and after deducting commissions
and estimated offering expenses, our as adjusted net tangible book value as of June 30, 2024 would have been approximately $7.9 million
or approximately $0.55 per share (and on an as adjusted pro forma basis to give effect to the August 2024 Offering, approximately
$17.0 million or approximately $0.88 per share). This represents an immediate increase in as adjusted net tangible book value
of approximately $0.28 per share (or $0.61 per share on an as adjusted pro forma basis to give effect to the August 2024 Offering)
to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $0.60 per share
(or $0.27 per share on an as adjusted pro forma basis to give effect to the August 2024 Offering) to purchasers of our common stock in this
offering. See “Dilution.”
You
may experience future dilution as a result of future equity offerings and other issuances of our securities. In addition, this offering
and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock. We may not be able to sell shares or other securities in any other offering at prices that equal
to or greater than the price paid by any investor pursuant to this offering. In addition, investors purchasing shares or other securities
in the future could have rights superior to existing stockholders. You will incur dilution upon exercise of any outstanding stock options,
warrants or upon the issuance of shares of common stock under our stock incentive programs. In addition, the sale of shares in this offering
and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may
occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares
of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.
We
may be unable to maintain compliance with The Nasdaq Marketplace Rules, which could cause our common stock to be delisted from The Nasdaq
Capital Market. This could result in the lack of a market for our common stock, cause a decrease in the value of an investment in us,
and adversely affect our business, financial condition, and results of operations.
On
December 26, 2023, we received a notice from the staff, or the Staff, of the Nasdaq Stock Market LLC notifying us that, based upon the
closing bid price of our common stock, for the 30 consecutive business days prior to the notice, we no longer met the requirement to
maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), or the Minimum Bid Price Rule.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were granted 180 calendar days, or until June 24, 2024, to regain compliance
with the Minimum Bid Price Rule.
On
April 10, 2024, we received a written notice from Nasdaq informing us that we had regained compliance with the Minimum Bid Price Rule,
as the closing bid price of the Company’s common stock had met or exceeded $1.00 per share for 10 consecutive business days. Although
we have regained compliance with the Minimum Bid Price Rule, there can be no assurance that we will continue to maintain compliance with
the Nasdaq continued listing requirements.
If
the Company is unable to maintain compliance with Nasdaq’s continued listing requirements in the future, and if our common stock
is delisted by Nasdaq, it may be eligible for quotation on an over-the-counter quotation system or on the pink sheets. Upon any such
delisting, our common stock would become subject to the regulations of the SEC relating to the market for penny stocks. A penny stock
is any equity security not traded on a national securities exchange that has a market price of less than $5.00 per share. The regulations
applicable to penny stocks may severely affect the market liquidity for our common stock and could limit the ability of stockholders
to sell securities in the secondary market. In such a case, an investor may find it more difficult to dispose of or obtain accurate quotations
as to the market value of our common stock, and there can be no assurance that our common stock will be eligible for trading or quotation
on any alternative exchanges or markets.
Delisting
from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, would
significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common
stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional
investor interest and fewer business development opportunities.
We
might not be able to continue as a going concern, which could cause our stockholders to lose most or all of their investment.
Since
inception, the Company has incurred substantial operating losses, principally from expenses associated with the Company’s research
and development programs, clinical trials conducted in connection with the Company’s drug candidates, and applications and submissions
to the U.S. Food and Drug Administration. The Company has not generated significant revenue and has incurred significant net losses in
each year since inception. For the six months ended June 30, 2024, the Company had a net loss of $9.7 million and used $10.3 million
to fund operations. As of June 30, 2024, the Company has incurred approximately $398 million of cumulative net losses. As of June 30,
2024, the Company had $5.3 million in cash and cash equivalents, short-term investments, and interest receivable to fund its operations.
On August 1, 2024, the Company completed the August 2024 Offering for gross proceeds of $10.0 million before the deduction of placement
agent fees and offering expenses.
The
Company’s ability to continue as a going concern may depend on the Company’s ability to raise additional capital, attain
further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. There are no assurances that these future
funding and operating efforts will be successful. If management is unsuccessful in these efforts, the Company’s current capital
is not expected to be sufficient to fund the Company’s operations for the next twelve months.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
of the statements contained or incorporated in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein are forward-looking and constitute forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements may
relate to such matters as anticipated financial performance, business prospects, technological developments, product pipelines, clinical
trials and research and development activities, the adequacy of capital reserves and anticipated operating results and cash expenditures,
current and potential collaborations, strategic alternatives and other aspects of our present and future business operations and similar
matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s
actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,
performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, unforeseen
changes in the course of research and development activities and in clinical trials; possible changes in cost, timing and progress of
development, preclinical studies, clinical trials and regulatory submissions; our collaborators’ ability to obtain and maintain
regulatory approval of any of our drug candidates; possible changes in capital structure, financial condition, future working capital
needs and other financial items; uncertainties and assumptions regarding the potential worsening global economic conditions and the recent
disruptions to, and volatility in, financial markets in the U.S. and worldwide resulting from the COVID-19 pandemic, the Russian invasion
of Ukraine and the unrest in the Middle East on our business, operations, clinical trials, supply chain, strategy, goals and anticipated
timelines, changes in approaches to medical treatment; introduction of new products by others; success or failure of our current or future
collaboration arrangements, risks and uncertainties associated with possible acquisitions of other technologies, assets or businesses;
our ability to obtain additional funds for our operations; our ability to obtain and maintain intellectual property protection for our
technologies and drug candidates and our ability to operate our business without infringing the intellectual property rights of others;
our reliance on third parties to conduct preclinical studies or clinical trials; the rate and degree of market acceptance of any approved
drug candidates; possible actions by customers, suppliers, strategic partners, potential strategic partners, competitors and regulatory
authorities; compliance with listing standards of The Nasdaq Capital Market; and those listed under “Risk Factors” this prospectus
supplement and accompanying prospectus as well as in our most recent annual report on Form 10-K and our other filings made from time
to time with the SEC.
In
some cases, you can identify forward-looking statements by terminology such as “expect,” “anticipate,” “estimate,”
“plan,” “believe,” “could,” “intend,” “predict,” “may,” “should,”
“will,” “would” and words of similar import regarding the Company’s expectations. Forward-looking statements
are only predictions. Actual events or results may differ materially. Although we believe that our expectations are based on reasonable
assumptions within the bounds of our knowledge of our industry, business and operations, we cannot guarantee that actual results will
not differ materially from our expectations. In evaluating such forward-looking statements, you should specifically consider various
factors, including the risks outlined under “Risk Factors” in our most recent annual report on Form 10-K and our other filings
made from time to time with the SEC. The discussion of risks and uncertainties set forth herein and therein is not necessarily a complete
or exhaustive list of all risks facing the Company at any particular point in time. We operate in a highly competitive, highly regulated
and rapidly changing environment and our business is in a state of evolution. Therefore, it is likely that new risks will emerge, and
that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such risk factors
or changes therein, or to assess either the impact of all such risk factors on our business or the extent to which any individual risk
factor, combination of factors, or new or altered factors, may cause results to differ materially from those contained in any forward-looking
statement. Except as required by law, we assume no obligation to revise or update any forward-looking statement that may be made from
time to time by us or on our behalf for any reason, even if new information becomes available in the future.
USE
OF PROCEEDS
We
currently intend to use the net proceeds from this offering, if any, for general corporate purposes, including research and development
activities, capital expenditures and working capital. Pending the application of the net proceeds, we intend to invest the net proceeds
in short-term, investment grade, interest-bearing securities.
As
of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from
this offering, if any. As a result, our management will have broad discretion regarding the timing and application of the net proceeds
from this offering.
DIVIDEND
POLICY
We
have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, for use in
our business and therefore do not anticipate paying cash dividends in the foreseeable future. Payment of future dividends, if any, will
be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating
results, current and anticipated cash needs and plans for expansion.
DILUTION
If
you invest in our common stock, your interest will be diluted to the extent of the difference between the price per share of our common
stock you pay in this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering.
As
of June 30, 2024, our historical net tangible book value was $2.6 million, or $0.27 per share of common stock. Historical net tangible
book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common
stock outstanding as of June 30, 2024.
Our
pro forma net tangible book value, to effect the August 2024 Offering, as of June 30, 2024 was approximately $11.7 million, or $0.81
per share of common stock. We calculate pro forma net tangible book value per share by dividing (a) the total of our historical net tangible
book value and the proceeds received from the August 2024 Offering, by (b) the total number of shares of our common stock outstanding
as of June 30, 2024 and the number of shares of our common stock issued in the August 2024 Offering.
After
giving effect to the sale of our common stock in the aggregate amount of $5,500,000 at an assumed offering price of $1.15 per share,
the last reported sale price of our common stock on The Nasdaq Capital Market on August 30, 2024, and after deducting commissions and
estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2024 would have been $7.9 million (or
$0.55 per share of common stock (and on an as adjusted pro forma basis to give effect to the August 2024 Offering, approximately
$17.0 million or approximately $0.88 per share). This amount represents an immediate increase in as adjusted net tangible book
value of $0.28 per share (or $0.61 per share on an as adjusted pro forma basis to give effect to the August 2024 Offering) to
our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $0.60 per share (or
$0.27 per share on an as adjusted pro forma basis to give effect to the August 2024 Offering) to new investors in this offering.
The
following table illustrates this calculation on a per share basis. The as adjusted information is illustrative only and will change based
on the actual price to the public, the actual number of shares sold and other terms of the offering determined at the time shares of
our common stock are sold pursuant to this prospectus supplement. The shares sold in this offering, if any, will be sold from time to
time at various prices.
| Assumed offering price per share | |
| | | |
$ | 1.15 |
|
| Net tangible book value per share as of June 30, 2024 | |
$ | 0.27 | | |
| |
|
| Pro forma net tangible book value per share as of June 30, 2024 | |
$ | 0.81 | |
| | |
|
| Increase in net tangible book value per share attributable to this offering | |
$ | 0.28 | |
| | |
|
| As adjusted net tangible book value per share as of June 30, 2024, after giving effect to this offering | |
| | | |
$ | 0.55 |
|
| As Adjusted pro forma net tangible book value per share after this
offering | |
| | | |
$ | 0.88 |
|
| Dilution per share to investors purchasing our common stock in this offering | |
| | | |
$ | 0.27 |
|
A
$0.10 increase (decrease) in the assumed offering price of $1.15 per share, which was the last reported sale price of our common stock
on The Nasdaq Capital Market on August 30, 2024, would increase (decrease) dilution per share to purchasers by approximately $0.07
$(0.07) (or $(0.45) $(0.21) on a pro forma basis to give effect to the August 2024 Offering), after deducting commissions and estimated
offering expenses payable by us.
The
above discussion is based on 9,400,889 shares of common stock outstanding as of June 30, 2024 (14,400,889 on a pro forma basis to include
5,000,000 shares of common stock issued on August 1, 2024 in the Offering) and excludes, in each case as of June 30, 2024:
| ● | 1,342,470
shares of common stock issuable upon the exercise of outstanding options as of June 30, 2024,
having a weighted average exercise price of $2.19 per share, of which 789,297 were exercisable,
having a weighted average exercise price of $2.87 per share as of such date; |
| | | |
| ● | 160,060
shares of common stock issuable upon the exercise of outstanding warrants as of June 30,
2024 having a weighted average exercise price of $18.86 per share; and |
| | | |
| ● | 779,020
shares of common stock reserved for future issuance pursuant to our existing stock incentive
plan. |
In
addition, unless we specifically state otherwise, all information in this prospectus supplement assumes no exercise of warrants issued,
in a private placement on August 1, 2024, to purchase an aggregate of 5,000,000 shares of common stock and no exercise of outstanding
stock options subsequent to June 30, 2024.
To
the extent that stock options outstanding as of June 30, 2024 have been or may be exercised or other shares issued, investors purchasing
our common stock in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market
conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the
extent that additional capital is raised through the sale of equity, convertible debt securities or other securities exchangeable for
common stock, the issuance of these securities could result in further dilution to our stockholders.
PLAN
OF DISTRIBUTION
We
previously entered into an ATM Agreement with Wainwright, under which we may issue and sell shares of our common stock having an aggregate
gross sales price of up to $5,500,000 from time to time through or to Wainwright, acting as agent or principal.
Upon
delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, Wainwright may sell our common stock by
any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act,
including sales made directly on or through The Nasdaq Capital Market, the existing trading market for our common stock, sales made to
or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at
market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted
by law. We may instruct Wainwright not to sell common stock if the sales cannot be effected at or above the price designated by us from
time to time. We or Wainwright may suspend the offering of common stock upon notice and subject to other conditions.
We
will pay Wainwright commissions, in cash, for its services in acting as agent in the sale of our common stock. Wainwright will be entitled
to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold. Because there is no minimum offering amount
required as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable
at this time. We agreed to reimburse Wainwright for certain specified expenses, including the fees and disbursements of its legal counsel
in an amount not to exceed $35,000. We estimate that the total expenses of the offering payable by us, excluding commissions payable
to Wainwright under the ATM Agreement, will be approximately $100,000.
Settlement
for sales of common stock will occur on the first business day (or such shorter settlement cycle as may be in effect under Exchange Act
Rule 15c6-1 from time to time) following the date on which any sales are made, or on some other date that is agreed upon by us and Wainwright
in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our common stock as contemplated
in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and
Wainwright may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Each
time we wish to issue and sell common stock under the ATM Agreement, we will notify Wainwright of the number or dollar value of shares
to be issued, the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold
in one day, any minimum price below which sales may not be made and other sales parameters as we deem appropriate. Once we have so instructed
Wainwright, unless Wainwright declines to accept the terms of the notice, Wainwright will use its commercially reasonable efforts, consistent
with its sales and trading practices to sell such shares up to the amount specified on such terms and subject to the conditions set forth
in the ATM Agreement. The obligations of Wainwright under the ATM Agreement to sell our common stock are subject to a number of conditions
that we must meet. In connection with the sale of the common stock on our behalf, Wainwright will be deemed to be an “underwriter”
within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to Wainwright against certain civil liabilities, including liabilities under
the Securities Act.
The
offering of our common stock pursuant to the ATM Agreement will terminate upon the earlier of (1) the sale of the maximum amount of shares
of our common stock that may be sold pursuant to the ATM Agreement or (2) termination of the ATM Agreement as permitted therein. We and
Wainwright may each terminate the ATM Agreement at any time upon 10 days’ prior notice.
Wainwright
and its affiliates has and may in the future provide various investment banking, commercial banking and other financial services for
us and our affiliates, for which services they may in the future receive customary fees. Wainwright acted as a placement agent for our
Offering in August 2024 and received compensation. To the extent required by Regulation M, Wainwright will not engage in any market making
activities involving our common stock while the offering is ongoing under this prospectus supplement.
This
prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by Wainwright
and Wainwright may distribute this prospectus supplement and the accompanying prospectus electronically.
Nasdaq
Capital Market Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “IMNN.”
LEGAL
MATTERS
The
validity of the securities being offered hereby will be passed upon by Covington & Burling LLP, Boston, Massachusetts. Wainwright
is being represented in connection with this offering by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
WithumSmith+Brown,
PC, or Withum, independent registered public accounting firm, has served as our independent accountants since 2017 and audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as set forth in their report, which
is incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements are
incorporated herein by reference in reliance on Withum’s report, given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
web site address is http://www.imunon.com. There we make available free of charge, on or through the investor relations section
of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material
with the SEC. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus supplement.
All website addresses in this prospectus supplement are intended to be inactive textual references only.
This
prospectus supplement and accompanying prospectus form part of a registration statement that we filed with the SEC and does not contain
all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided
below. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will automatically update
and supersede this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the
securities we may offer pursuant to this prospectus supplement. You should refer to the registration statement, including the exhibits,
for further information about us and the securities we may offer pursuant to this prospectus supplement and the accompanying prospectus.
Statements in this prospectus supplement regarding the provisions of certain documents filed with, or incorporated by reference in, the
registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all
or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment
of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we
are incorporating by reference are:
| ● |
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that we filed with the SEC on March 28, 2024; |
| |
|
| ● |
the
portions of our definitive proxy statement on Schedule 14A that we filed with the SEC on April 26, 2024, that are deemed “filed”
with the SEC under the Exchange Act; |
| ● |
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 that we filed with the SEC on May 13, 2024; |
| |
|
| ● |
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 that we filed with the SEC on August 14, 2024; |
| |
|
| ● |
our
Current Reports on Form 8-K filed with the SEC on March 12, 2024, March 18, 2024, April 11, 2024, May 8, 2024, May 20, 2024, June 13, 2024, July 30, 2024, July 31, 2024, and August 1, 2024; and |
| |
|
| ● |
the
description of our securities, incorporated herein by reference to Exhibit 4.5 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2019. |
All
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this prospectus supplement and prior to the termination or completion of the offering of securities under this prospectus supplement
shall be deemed to be incorporated by reference in this prospectus supplement and to be a part hereof from the date of filing such reports
and other documents.
Any
statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus
supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference
into this prospectus supplement or the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus.
You
may request a free copy of any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus
(other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following
address:
Imunon,
Inc.
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
(609)
896-9100
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement
and the accompanying prospectus.
The
documents incorporated by reference may be accessed at our website: http://www.imunon.com. We have included our website
address in this prospectus solely as an inactive textual reference.
You
should rely only on information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with information different from that contained in this prospectus supplement or incorporated
by reference in this prospectus supplement or accompanying prospectus. We are not making offers to sell the securities in any jurisdiction
in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to
do so or to anyone to whom it is unlawful to make such offer or solicitation.
PROSPECTUS
Imunon,
Inc.
$75,000,000
COMMON
STOCK
PREFERRED
STOCK
DEBT
SECURITIES
WARRANTS
RIGHTS
UNITS
We
may from time to time offer to sell any combination of the securities described in this prospectus, either individually or in units,
in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus may not exceed $75,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we offer securities using this prospectus,
we will provide the specific terms of the securities and the offering in one or more supplements to this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related
free writing prospectus may also add to, update or change the information contained in this prospectus. You should carefully read this
prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference
herein or therein before you invest in any securities. This prospectus may not be used to consummate a sale of securities unless accompanied
by the applicable prospectus supplement.
We
may sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan
of Distribution” in this prospectus. If any underwriters are involved in the sale of any securities with respect to which this
prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus
supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set
forth in a prospectus supplement.
Our
common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “IMNN.” On May 14, 2024, the last reported
sale price of our common stock was $1.35 per share. The applicable prospectus supplement will contain information, where applicable,
as to any other listing, if any, on Nasdaq or any securities market or other securities exchange of the securities covered by the prospectus
supplement.
The
aggregate market value of our voting and non-voting common stock held by non-affiliates pursuant to General Instruction I.B.6. of Form
S-3 is $18,075,494, which was calculated based on 9,365,541 outstanding shares of our voting and non-voting common stock held
by non-affiliates as of May 10, 2024, and at a price of $1.93 per share, the closing sale price of our common stock reported on The Nasdaq
Capital Market on April 1, 2024, a date within 60 days prior to the date of this prospectus. Pursuant to General Instruction I.B.6 of
Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public
float in any 12-month period so long as our public float remains below $75,000,000. During the 12 calendar months prior to, and including,
the date of this prospectus, we have sold 243,534 shares of common stock for gross proceeds of $334,659 pursuant to General Instruction
I.B.6 of Form S-3. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities,
where applicable.
Investing
in our securities involves a high degree of risk. Before making an investment decision, please read “Risk Factors” on page
3 of this prospectus, in any accompanying prospectus supplement and in any related free writing prospectus, and under similar headings
in the documents incorporated by reference into this prospectus, any accompanying prospectus supplement and any related free writing
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing
a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer shares of our common
stock, shares of our preferred stock, debt securities, warrants, rights or units comprised of two or more of the foregoing securities
in one or more offerings, for a total maximum offering price not to exceed $75,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell any securities under this prospectus,
we will provide a prospectus supplement that will contain more specific information about the terms of that specific offering, including
the specific amounts, prices and terms of the securities offered. Any prospectus supplement may include a discussion of risks or other
special considerations applicable to us or the offered securities. Any prospectus supplement may also add to, update or change information
contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the one hand,
and the information contained in any prospectus supplement, on the other hand, you should rely on the information in the prospectus supplement.
If any statement in one of these documents is inconsistent with a statement in another document having a later date-for example, a document
incorporated by reference in the accompanying prospectus-the statement in the document having the later date modifies or supersedes the
earlier statement.
You
should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, any documents that we incorporate
by reference in this prospectus, and the additional information described below under “Where You Can Find More Information”
and “Incorporation of Documents By Reference” before making an investment decision. You should rely only on the information
contained or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus.
We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is not permitted.
You
should not assume that the information in this prospectus, any applicable prospectus supplement and any related free writing prospectus
or any documents we incorporate by reference herein or therein is accurate as of any date other than the date on the front of those documents.
Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless
the context otherwise requires, “Imunon,” “IMNN,” “the Company,” “we,” “us,”
“our” and similar terms refer to Imunon, Inc. and our subsidiary, CLSN Laboratories, Inc., also a Delaware corporation. All
brand names or trademarks appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’
trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements
or sponsorship of, us by the trademark or trade dress owners.
PROSPECTUS
SUMMARY
The
following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this
prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated
financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable
prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in any prospectus
supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and any
prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk
factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment
in our securities.
About
Imunon, Inc.
Imunon
is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural
mechanisms with the aim 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 coding of proteins and cytokines in the treatment of solid tumors where an immunological approach is deemed promising.
The second modality, PlaCCine®, is developed for the coding of viral antigens that can elicit a strong immunological response.
This technology may represent a promising platform for the development of vaccines in infectious diseases.
The
Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer
currently in Phase II development. IMNN-001 works by instructing the body to produce durable levels, within certain safety parameters,
of powerful cancer-fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company is entering
a first-in-human study of its COVID-19 booster vaccine (IMNN-101). We will continue to leverage these modalities and to advance the technological
frontier of plasmid DNA to better serve patients with difficult-to-treat conditions.
Additional
Information
For
additional information related to our business and operations, please refer to the reports incorporated herein by reference, as described
under the caption “Incorporation of Documents by Reference” on page 22 of this prospectus.
Our
Corporate Information
We
were founded in 1982 under the corporate name Celsion Corporation and are a Delaware corporation. Our principal executive offices are
located at 997 Lenox Drive, Suite 100, Lawrenceville, NJ 08648. Our telephone number is (609) 896-9100. Our website is www.imunon.com.
On September 19, 2022, Celsion Corporation announced a corporate name change to Imunon, Inc., reflecting the evolution of the Company’s
business focus and its commitment to developing cutting-edge immunotherapies and next-generation vaccines to treat cancer and infectious
diseases. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus,
and you should not consider information on our website to be part of this prospectus or in deciding to purchase our common stock.
Offerings
Under This Prospectus
Under
this prospectus, we may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants or rights
to purchase any of such securities, either individually or in units, with a total value of up to $75,000,000, from time to time at prices
and on terms to be determined by market conditions at the time of the offering. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
| ● | designation
or classification; |
| ● | aggregate
principal amount or aggregate offering price; |
| ● | maturity,
if applicable; |
| ● | rates
and times of payment of interest or dividends, if any; |
| ● | redemption,
conversion or sinking fund terms, if any; |
| ● | voting
or other rights, if any; and |
| ● | conversion
or exercise prices, if any. |
The
prospectus supplement also may add, update or change information contained in this prospectus or in documents we have incorporated by
reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus
or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we offer securities through agents or underwriters,
we will include in the applicable prospectus supplement:
| ● | the
names of those agents or underwriters; |
| ● | applicable
fees, discounts and commissions to be paid to them; |
| ● | details
regarding over-allotment options, if any; and |
This
prospectus may not be used to consummate a sale of any securities unless it is accompanied by a prospectus supplement.
RISK
FACTORS
Investing
in our securities involves significant risk. The prospectus supplement applicable to each offering of our securities will contain a discussion
of the risks applicable to an investment in Imunon. Prior to making a decision about investing in our securities, you should carefully
consider the specific factors discussed under the heading “Risk Factors” in the applicable prospectus supplement, together
with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by
reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk
Factors” included in our most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly reports
on Form 10-Q or our current reports on Form 8-K that we have filed with the SEC, all of which are incorporated herein by reference, and
which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The risks and
uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our operations. The occurrence of any of these risks might cause you to lose all or part of
your investment in the offered securities.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
of the statements contained or incorporated in this prospectus are forward-looking and constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. Forward-looking statements may relate to such matters as anticipated financial performance,
business prospects, technological developments, product pipelines, clinical trials and research and development activities, the adequacy
of capital reserves and anticipated operating results and cash expenditures, current and potential collaborations, strategic alternatives
and other aspects of our present and future business operations and similar matters. These statements involve known and unknown risks,
uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking
statements. Such factors include, among other things, unforeseen changes in the course of research and development activities and in
clinical trials; possible changes in cost, timing and progress of development, preclinical studies, clinical trials and regulatory submissions;
our collaborators’ ability to obtain and maintain regulatory approval of any of our drug candidates; possible changes in capital
structure, financial condition, future working capital needs and other financial items; uncertainties and assumptions regarding the potential
worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the U.S. and worldwide resulting
from the COVID-19 pandemic, the Russian invasion of Ukraine and the unrest in the Middle East on our business, operations, clinical trials,
supply chain, strategy, goals and anticipated timelines, changes in approaches to medical treatment; introduction of new products by
others; success or failure of our current or future collaboration arrangements, risks and uncertainties associated with possible acquisitions
of other technologies, assets or businesses; our ability to obtain additional funds for our operations; our ability to obtain and maintain
intellectual property protection for our technologies and drug candidates and our ability to operate our business without infringing
the intellectual property rights of others; our reliance on third parties to conduct preclinical studies or clinical trials; the rate
and degree of market acceptance of any approved drug candidates; possible actions by customers, suppliers, strategic partners, potential
strategic partners, competitors and regulatory authorities; compliance with listing standards of The Nasdaq Capital Market; and those
listed under “Risk Factors” this prospectus as well as in our most recent annual report on Form 10-K and our other filings
made from time to time with the SEC.
In
some cases, you can identify forward-looking statements by terminology such as “expect,” “anticipate,” “estimate,”
“plan,” “believe,” “could,” “intend,” “predict,” “may,” “should,”
“will,” “would” and words of similar import regarding the Company’s expectations. Forward-looking statements
are only predictions. Actual events or results may differ materially. Although we believe that our expectations are based on reasonable
assumptions within the bounds of our knowledge of our industry, business and operations, we cannot guarantee that actual results will
not differ materially from our expectations. In evaluating such forward-looking statements, you should specifically consider various
factors, including the risks outlined under “Risk Factors” in our most recent annual report on Form 10-K and our other filings
made from time to time with the SEC. The discussion of risks and uncertainties set forth herein and therein is not necessarily a complete
or exhaustive list of all risks facing the Company at any particular point in time. We operate in a highly competitive, highly regulated
and rapidly changing environment and our business is in a state of evolution. Therefore, it is likely that new risks will emerge, and
that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such risk factors
or changes therein, or to assess either the impact of all such risk factors on our business or the extent to which any individual risk
factor, combination of factors, or new or altered factors, may cause results to differ materially from those contained in any forward-looking
statement. Except as required by law, we assume no obligation to revise or update any forward-looking statement that may be made from
time to time by us or on our behalf for any reason, even if new information becomes available in the future.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we currently intend to use the net proceeds from the sale of the securities offered hereby
for general corporate purposes, which may include the further research and development, clinical trials, manufacture and commercialization
of our product candidates and of our technologies, working capital, repaying, redeeming or repurchasing debt, capital expenditures and
other general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies
that are complementary to our own, as well as for capital expenditures. We have not specifically allocated the proceeds to those purposes
as of the date of this prospectus. The precise amount and timing of the application of proceeds from the sale of securities will depend
on our funding requirements and the availability and cost of other funds at the time of sale. Allocation of proceeds of a particular
series of securities, or the principal reason for the offering if no allocation has been made, will be described in the applicable prospectus
supplement or in any related free writing prospectus.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock and do not currently anticipate declaring or paying cash dividends
on our common stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations.
Any future determination relating to our dividend policy will be made at the discretion of our board of directors, or our board, and
will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual
restrictions and other factors that our board may deem relevant.
DESCRIPTION
OF COMMON STOCK
We
are authorized to issue 112,500,000 shares of common stock, par value $0.01 per share. As of May 10, 2024, we had 9,400,889 shares of
common stock outstanding and approximately 28,000 stockholders of record.
The
following summary of certain provisions of our common stock does not purport to be complete. You should refer to the section of this
prospectus titled “Certain Provisions of Delaware Law and of the Company’s Certificate of Incorporation and Bylaws”
and our amended and restated certificate of incorporation, or the certificate of incorporation, and our restated bylaws, both of which
are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by provisions
of applicable law.
General
Holders
of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and do
not have cumulative voting rights. Subject to any preferential rights of any outstanding preferred stock, holders of common stock are
entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors, or Board, out of
funds legally available therefor. In the event of a dissolution, liquidation or winding-up of the Company, holders of common stock are
entitled to share ratably in all assets remaining after payment of liabilities and any preferential rights of any outstanding preferred
stock.
Holders
of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and
privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which may be designated and issued in the future.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Equiniti Trust Company, LLC. Equiniti Trust Company, LLC is located at 6201 15th
Avenue, Brooklyn, NY 11219. Their telephone number is (888) 999-0032.
Stock
Exchange Listing
Our
common stock is listed for quotation on The Nasdaq Global Capital under the symbol “IMNN.”
DESCRIPTION
OF PREFERRED STOCK
The
following description of preferred stock and the description of the terms of any particular series of preferred stock that we choose
to issue hereunder are not complete. These descriptions are qualified in their entirety by reference to our amended and restated certificate
of incorporation and the certificate of designation relating to any series of preferred stock issued by us. The rights, preferences,
privileges and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to that series.
We
currently have no shares of preferred stock outstanding. Our Board has the authority, without further action by the stockholders, to
issue up to 100,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions granted
to or imposed upon the preferred stock. Any or all of these rights may be greater than the rights of our common stock.
Our
Board, without stockholder approval (unless such stockholder action is required by applicable law or Nasdaq rules), can designate and
issue shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such
series, to fix the designations, powers (including voting), privileges, preferences and relative participating, optional or other rights,
if any, of the shares of each such series, the qualifications, limitations or restrictions thereof, and to increase or decrease the number
of shares of any such series, but not below the number of shares of such series then outstanding. Additionally, the issuance of preferred
stock may have the effect of decreasing the market price of our common stock.
Our
Board may specify the following characteristics of any preferred stock:
| ● | the
maximum number of shares; |
| ● | the
designation of the shares; |
| ● | the
annual dividend rate, if any, whether the dividend rate is fixed or variable, the date or
dates on which dividends will accrue, the dividend payment dates, and whether dividends will
be cumulative; |
| ● | the
price and the terms and conditions for redemption, if any, including redemption at the option
of us or at the option of the holders, including the time period for redemption, and any
accumulated dividends or premiums; |
| ● | the
liquidation preference, if any, and any accumulated dividends upon the liquidation, dissolution
or winding up of our affairs; |
| ● | any
sinking fund or similar provision, and, if so, the terms and provisions relating to the purpose
and operation of the fund; |
| ● | the
terms and conditions, if any, for conversion or exchange of shares of any other class or
classes of our capital stock or any series of any other class or classes, or of any other
series of the same class, or any other securities or assets, including the price or the rate
of conversion or exchange and the method, if any, of adjustment; |
| ● | any
or all other preferences and relative, participating, optional or other special rights, privileges
or qualifications, limitations or restrictions; and |
| ● | any
preferred stock issued will be fully paid and nonassessable upon issuance. |
Transfer
Agent and Registrar
The
transfer agent and registrar for our preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities from time to time, in one or more series, as senior, subordinated or junior subordinated, convertible or non-convertible
and secured or unsecured debt. Any senior debt securities will rank equally with any unsubordinated debt. Subordinated debt securities
will rank equally with any other subordinated debt of the same ranking we may issue. Convertible debt securities will be convertible
into or exchangeable for our common stock or other securities at predetermined conversion rates, and conversion may be mandatory or at
the holder’s option.
Debt
securities will be issued under one or more indentures between us and a national banking association or other eligible party acting as
trustee. Following is a summary of certain general features of debt securities we may issue; we will describe the particular terms of
any debt securities that we may offer in more detail in the applicable prospectus supplement, which may differ from the terms we describe
below. You should read the prospectus supplements, any free writing prospectus we may authorize and the indentures, supplemental indentures
and forms of debt securities relating to any series of debt securities we may offer.
General
Except
as we may otherwise provide in a prospectus supplement, the relevant indenture will provide that debt securities may be issued from time
to time in one or more series. The indenture will not limit the amount of debt securities that may be issued thereunder and will provide
that the specific terms of any series of debt securities shall be set forth in, or determined pursuant to, an authorizing resolution,
an officers’ certificate or a supplemental indenture, if any, relating to such series.
We
will describe in each prospectus supplement the following terms relating to any series of debt securities:
| ● | the
title or designation; |
| ● | whether
they will be secured or unsecured, and the terms of any security; |
| ● | whether
the debt securities will be subject to subordination, and any terms thereof; |
| ● | any
limit upon the aggregate principal amount; |
| ● | the
date or dates on which the debt securities may be issued and on which we will pay the principal; |
| ● | the
interest rate, which may be fixed or variable, or the method for determining the rate, the
date interest will begin to accrue, the date or dates interest will be payable and the record
dates for interest payment dates or the method for determining them; |
| ● | the
manner in which the amounts of payment of principal of, premium or interest on the debt securities
will be determined, if these amounts may be determined by reference to an index based on
a currency or currencies other than that in which the debt securities are denominated or
designated to be payable or by reference to a commodity, commodity index, stock exchange
index or financial index; |
| ● | the
currency of denomination; |
| ● | if
payments of principal of, premium or interest will be made in one or more currencies or currency
units other than that or those in which the debt securities are denominated, the manner in
which the exchange rate with respect to these payments will be determined; |
| ● | the
place or places where the principal of, premium, and interest will be payable, where debt
securities of any series may be presented for registration of transfer, exchange or conversion,
and where notices and demands to or upon the Company in respect of the debt securities may
be made; |
| ● | the
form of consideration in which principal of, premium or interest will be paid; |
| ● | the
terms and conditions upon which we may redeem the debt securities; |
| ● | any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund,
amortization or analogous provisions or at the option of a holder; |
| ● | the
dates on which and the price or prices at which we will repurchase the debt securities at
the option of holders and other detailed terms and provisions of these obligations; |
| ● | the
denominations in which the debt securities will be issued, if other than denominations of
$1,000 and any integral multiple thereof; |
| ● | the
portion of principal amount payable upon declaration of acceleration of the maturity date,
if other than the principal amount; |
| ● | whether
the debt securities are to be issued at any original issuance discount and the amount of
discount with which they may be issued; |
| ● | whether
the debt securities will be issued in certificated or global form and, in such case, the
depositary and the terms and conditions, if any, upon which interests in such global security
or securities may be exchanged in whole or in part for the individual securities represented
thereby; |
| ● | provisions,
if any, for defeasance in whole or in part and any addition or change to provisions related
to satisfaction and discharge; |
| ● | the
form of the debt securities; |
| ● | the
terms and conditions upon which convertible debt securities will be convertible or exchangeable
into securities or property of the Company or another person, if at all, and any additions
or changes, if any, to permit or facilitate the same; |
| ● | provisions,
if any, granting special rights to holders upon the occurrence of specified events; |
| ● | any
restriction or condition on transferability; |
| ● | any
addition or change in the provisions related to compensation and reimbursement of the trustee; |
| ● | any
addition to or change in the events of default described in this prospectus or in the indenture
and any change in the acceleration provisions so described; |
| ● | whether
the debt securities will restrict our ability to pay dividends, or will require us to maintain
any asset ratios or reserves; |
| ● | whether
we will be restricted from incurring any additional indebtedness; |
| ● | any
addition to or change in the covenants described in this prospectus or in the indenture,
including terms of any restrictive covenants; and |
| ● | any
other terms which may modify or delete any provision of the indenture. |
We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of
acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the U.S. federal income
tax considerations and other special considerations applicable to any debt securities in the applicable prospectus supplement.
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or exchangeable
for our common stock or other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or other securities
that the holders of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale; No Protection in Event of a Change of Control or Highly Leveraged Transaction
Except
as we may otherwise provide in a prospectus supplement, the indenture will provide that we may not merge or consolidate with or into
another entity, or sell other than for cash or lease all or substantially all our assets to another entity, or purchase all or substantially
all the assets of another entity unless we are the surviving entity or, if we are not the surviving entity, the successor, transferee
or lessee entity expressly assumes all of our obligations under the indenture or the debt securities, as appropriate.
Unless
we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders
additional protection in the event we have a change of control or in the event of a highly leveraged transaction (whether or not such
transaction results in a change of control), which could adversely affect them.
Events
of Default Under the Indenture
Except
as we may otherwise provide in a prospectus supplement, the following will be events of default under the indenture with respect to any
series of debt securities that we may issue:
| ● | if
we fail to pay interest when due and our failure continues for 90 days and the time for payment
has not been extended or deferred; |
| ● | if
we fail to pay the principal, or premium, if any, when due whether by maturity or called
for redemption; |
| ● | if
we fail to pay a sinking fund installment, if any, when due and our failure continues for
30 days; |
| ● | if
we fail to observe or perform any other covenant relating to the debt securities, other than
a covenant specifically relating to and for the benefit of holders of another series of debt
securities, and our failure continues for 90 days after we receive written notice from the
trustee or holders of not less than a majority in aggregate principal amount of the outstanding
series; and |
| ● | if
specified events of bankruptcy, insolvency or reorganization occur as to the Company. |
No
event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization)
will necessarily constitute an event of default with respect to any other series. The occurrence of an event of default may constitute
an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain
events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding
from time to time.
Except
as we may otherwise provide in a prospectus supplement, if an event of default with respect to debt securities of any series at the time
outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding
series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the
principal (or, if the debt securities are discount securities, that portion of the principal amount as may be specified in the terms
of such securities) of and premium and accrued and unpaid interest, if any, on all such debt securities. Before a judgment or decree
for payment of the money due has been obtained with respect to any series, the holders of a majority in principal amount of that series
(or, at a meeting of holders at which a quorum is present, the holders of a majority in principal amount represented at such meeting)
may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any,
and interest, if any, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of
principal, premium or interest that had become due other than as a result of such acceleration) and the Company has deposited with the
trustee or paying agent a sum sufficient to pay all amounts owed to the trustee under the indenture, all arrears of interest, if any,
and the principal and premium, if any, on the debt securities that have become due other than by such acceleration. We refer you to the
relevant prospectus supplement relating to any discount securities for the particular provisions relating to acceleration of a portion
of the principal amount thereof upon the occurrence of an event of default.
Subject
to the terms of the indenture, and except as we may otherwise provide in a prospectus supplement, if an event of default under the indenture
shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at
the request or direction of any of the holders of the applicable series, unless such holders have offered the trustee reasonable indemnity.
The holders of a majority in principal amount of any series will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to that series,
provided that, subject to the terms of the indenture, the trustee need not take any action that it believes, upon the advice of counsel,
might involve it in personal liability or might be unduly prejudicial to holders not involved in the proceeding.
Except
as we may otherwise provide in a prospectus supplement, a holder of the debt securities of any series will only have the right to institute
a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies if:
| ● | the
holder previously has given written notice to the trustee of a continuing event of default
with respect to that series; |
| ● | the
holders of at least a majority in aggregate principal amount outstanding of that series have
made written request, and such holders have offered reasonable indemnity to the trustee to
institute the proceeding as trustee; and |
| ● | the
trustee does not institute the proceeding and does not receive from the holders of a majority
in aggregate principal amount outstanding of that series (or at a meeting of holders at which
a quorum is present, the holders of a majority in principal amount of such series represented
at such meeting) other conflicting directions within 60 days after the notice, request and
offer. |
Except
as we may otherwise provide in a prospectus supplement, these limitations will not apply to a suit instituted by a holder of debt securities
if we default in the payment of the principal, premium, if any, or interest on, them.
Modification
of Indenture; Waiver
Except
as we may otherwise provide in a prospectus supplement, the trustee and the Company may, without the consent of any holders, execute
a supplemental indenture to change the applicable indenture with respect to specific matters, including, among other things:
| ● | to
surrender any right or power conferred upon the Company; |
| ● | to
provide, change or eliminate any restrictions on payment of principal of or premium, if any;
provided that any such action may not adversely affect the interests of the holders of debt
securities of any series in any material respect; |
| ● | to
change or eliminate any of the provisions of the indenture; provided that any such change
or elimination may become effective only when there is no outstanding debt security created
prior to the execution of such supplemental indenture that is entitled to the benefit of
such provision and as to which such supplemental indenture would apply; |
| ● | to
evidence the succession of another entity to the Company; |
| ● | to
evidence and provide for the acceptance of appointment by a successor trustee with respect
to one or more series of debt securities and to add or change provisions of the indenture
to facilitate the administration of the trusts thereunder by more than one trustee; |
| ● | to
cure any ambiguity, mistake, manifest error, omission, defect or inconsistency in the indenture
or to conform the text of any provision in the indenture or in any supplemental indenture
to any description thereof in the applicable section of a prospectus, prospectus supplement
or other offering document that was intended to be a verbatim recitation of a provision of
the indenture or of any supplemental indenture; |
| ● | to
add to or change or eliminate any provision of the indenture as may be necessary or desirable
in accordance with any amendments to the U.S. Trust Indenture Act of 1939; |
| ● | to
make any change in any series of debt securities that does not adversely affect in any material
respect the interests of the holders thereof; and |
| ● | to
supplement any of the provisions of the indenture to such extent as may be necessary to permit
or facilitate the defeasance and discharge of any series of debt securities; provided that
any such action may not adversely affect the interests of holders of any debt securities. |
In
addition, and except as we may otherwise provide in a prospectus supplement, under the indenture the rights of holders of a series of
debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal
amount outstanding (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount
represented at such meeting) that is affected. The trustee and the Company may, however, make the following changes only with the consent
of each holder of any outstanding debt securities affected:
| ● | extending
the fixed maturity; |
| ● | reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or any premium payable upon redemption; |
| ● | reducing
the principal amount of discount securities payable upon acceleration of maturity; |
| ● | making
the principal of or premium or interest payable in currency other than that stated; |
| ● | impairing
the right to institute suit for the enforcement of any payment on or after the fixed maturity
date; |
| ● | materially
adversely affecting the economic terms of any right to convert or exchange; and |
| ● | reducing
the percentage of debt securities, the holders of which are required to consent to any amendment
or waiver; or modifying, without the written consent of the trustee, the rights, duties or
immunities of the trustee. |
Except
for certain specified provisions, and except as we may otherwise provide in a prospectus supplement, the holders of at least a majority
in principal amount of any series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority
in principal amount represented at such meeting) may, on behalf of the holders of all debt securities of that series, waive our compliance
with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may,
on behalf of all such holders, waive any past default under the indenture with respect to that series and its consequences, other than
a default in the payment of the principal of, premium or any interest; provided, however, that the holders of a majority in principal
amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment
default that resulted from the acceleration.
Discharge
Except
as we may otherwise provide in a prospectus supplement, the indenture will provide that we can elect to be discharged from our obligations
with respect to one or more series of debt securities. In order to exercise our rights to be discharged, we must deposit with the trustee
money or government obligations sufficient to pay all the principal of, the premium, if any, and interest on, the debt securities of
the affected series on the dates payments are due.
Form,
Exchange, and Transfer
Except
as we may otherwise provide in a prospectus supplement, we will issue debt securities only in fully registered form without coupons and,
unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. Except
as we may otherwise provide in a prospectus supplement, the indenture will provide that we may issue debt securities in temporary or
permanent global form and as book-entry securities that will be deposited with a depositary named by us and identified in a prospectus
supplement with respect to that series.
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder will be able to exchange the debt securities for other debt securities of the same series,
in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any
transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities or the indenture, we will make no
service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
Except
as we may otherwise provide in a prospectus supplement, if we elect to redeem the debt securities of any series, we will not be required
to:
| ● | issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption
of any debt securities that may be selected for redemption and ending at the close of business
on the day of the mailing; or |
| ● | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under the indenture, will undertake to perform only
those duties as are specifically set forth in the indenture. Upon an event of default, the trustee must use the same degree of care as
a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee will be under
no obligation to exercise any of the powers given it by the indenture at the request of any holder unless it is offered reasonable security
and indemnity against the costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of interest on any interest payment date to the person
in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
Unless
we otherwise indicate in the applicable prospectus supplement, we will pay principal of and any premium and interest at the office of
the trustee or, at the option of the Company, by check payable to the holder. Unless we otherwise indicate in a prospectus supplement,
we will designate the corporate trust office of the trustee our sole paying agent for payments. We will name in the applicable prospectus
supplement any other paying agents that we initially designate. We will maintain a paying agent in each place of payment.
All
money we pay to a paying agent or the trustee for the payment of principal or any premium or interest which remains unclaimed at the
end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security
thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to
the extent that the Trust Indenture Act is applicable.
Subordination
of Subordinated Debt Securities
Our
obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment
to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the
amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with
other securities or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms
and provisions of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements and the
prospectus supplement relating to the warrants.
The
applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:
| ● | the
specific designation and aggregate number of, and the price at which we will issue, the warrants; |
| ● | the
currency or currency units in which the offering price, if any, and the exercise price are
payable; |
| ● | the
designation, amount and terms of the securities purchasable upon exercise of the warrants; |
| ● | if
applicable, the exercise price for shares of our common stock and the number of shares of
common stock to be received upon exercise of the warrants; |
| ● | if
applicable, the exercise price for shares of our preferred stock, the number of shares of
preferred stock to be received upon exercise, and a description of that series of our preferred
stock; |
| ● | if
applicable, the exercise price for our debt securities, the amount of debt securities to
be received upon exercise, and a description of that series of debt securities; |
| ● | the
date on which the right to exercise the warrants will begin and the date on which that right
will expire or, if you may not continuously exercise the warrants throughout that period,
the specific date or dates on which you may exercise the warrants; |
| ● | whether
the warrants will be issued in fully registered form or bearer form, in defmitive or global
form or in any combination of these forms, although, in any case, the form of a warrant included
in a unit will correspond to the form of the unit and of any security included in that unit; |
| ● | any
applicable material U.S. federal income tax consequences; |
| ● | the
identity of the warrant agent for the warrants and of any other depositaries, execution or
paying agents, transfer agents, registrars or other agents; |
| ● | the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of
the warrants on any securities exchange; |
| ● | if
applicable, the date from and after which the warrants and the common stock, preferred stock
and/or debt securities will be separately transferable; |
| ● | if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one
time; |
| ● | information
with respect to book-entry procedures, if any; |
| ● | the
anti-dilution provisions of the warrants, if any; |
| ● | any
redemption or call provisions; |
| ● | whether
the warrants may be sold separately or with other securities as parts of units; and |
| ● | any
additional terms of the warrants, including terms, procedures and limitations relating to
the exchange and exercise of the warrants. |
Transfer
Agent and Registrar
The
transfer agent and registrar for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this
prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock
or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each
series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights
agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general
provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read
the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.
We will provide in a prospectus supplement the following terms of the rights being issued:
| ● | the
date of determining the stockholders entitled to the rights distribution; |
| ● | the
aggregate number of shares of common stock, preferred stock or other securities purchasable
upon exercise of the rights; |
| ● | the
aggregate number of rights issued; |
| ● | whether
the rights are transferrable and the date, if any, on and after which the rights may be separately
transferred; |
| ● | the
date on which the right to exercise the rights will commence, and the date on which the right
to exercise the rights will expire; |
| ● | the
method by which holders of rights will be entitled to exercise; |
| ● | the
conditions to the completion of the offering, if any; |
| ● | the
withdrawal, termination and cancellation rights, if any; |
| ● | whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment,
if any; |
| ● | whether
stockholders are entitled to oversubscription rights, if any; |
| ● | any
applicable material U.S. federal income tax considerations; and |
| ● | any
other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights, as applicable. |
Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other
securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close
of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such
methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information that we include in any applicable prospectus supplements summarizes the
material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms
described below.
We
will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series
of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of
the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus
supplements related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses
and the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We
may issue units consisting of common stock, preferred stock, one or more debt securities, warrants or rights for the purchase of common
stock, preferred stock and/or debt securities in one or more series, in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including:
| ● | the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| ● | any
provisions of the governing unit agreement that differ from those described below; and |
| ● | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units. |
The
provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description
of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” “Description
of Warrants” and “Description of Rights” will apply to each unit, as applicable, and to any common stock, preferred
stock, debt security, warrant or right included in each unit, as applicable.
Unit
Agent
The
name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit
agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any
security included in the unit.
CERTAIN
PROVISIONS OF DELAWARE LAW AND
OF
THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS
Certificate
of Incorporation and Bylaws
A
number of provisions of our certificate of incorporation and bylaws concern matters of corporate governance and the rights of our stockholders.
Provisions that grant our Board the ability to issue shares of preferred stock and to set the voting rights, preferences and other terms
thereof may discourage takeover attempts that are not first approved by our Board, including takeovers that may be considered by some
stockholders to be in their best interests, such as those attempts that might result in a premium over the market price for the shares
held by stockholders. Certain provisions could delay or impede the removal of incumbent directors even if such removal would be beneficial
to our stockholders, such as the classification of our Board and the lack of cumulative voting. Since our Board has the power to retain
and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a
change in management.
These
provisions may have the effect of deterring hostile takeovers or delaying changes in our control or in our management. These provisions
are intended to enhance the likelihood of continued stability in the composition of our Board and in the policies it implements and to
discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed
to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that
may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our
shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored
takeover attempts.
These
provisions also could discourage or make more difficult a merger, tender offer or proxy contest, even if they could be favorable to the
interests of stockholders and could potentially depress the market price of our common stock. Our Board believes that these provisions
are appropriate to protect our interests and the interests of our stockholders.
Classification
of Board; No Cumulative Voting. Our certificate of incorporation and bylaws provide for our Board to be divided into three classes,
with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes
continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our
stockholders representing a majority of the shares of common stock outstanding will be able to elect those directors due to be elected
at each annual meeting of our stockholders.
Meetings
of and Actions by Stockholders. Our bylaws provide that annual meetings of our stockholders may take place at the time and place
designated by our Board. A special meeting of our stockholders may be called at any time by our Board, the chairman of our Board or our
president. Our bylaws provide that (i) our Board can fix separate record dates for determining stockholders entitled to receive notice
of a stockholder meeting and for determining stockholders entitled to vote at the meeting; (ii) we may hold a stockholder meeting by
means of remote communications; (iii) any stockholder seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to our secretary, request that our Board fix a record date and our Board shall adopt a resolution fixing
the record date in all events within 10 calendar days after a request is received; and (iv) a written consent of stockholders shall not
be effective unless a written consent signed by a sufficient number of stockholders to take such action is received by us within 60 calendar
days of the earliest dated written consent received.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders must
provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to, or mailed and received by, our secretary
at our principal executive offices not later than the close of business on the 90th calendar day, nor earlier than the close of business
on the 120th calendar day in advance of the date specified in our proxy statement released to stockholders in connection with the previous
year’s annual meeting of stockholders. If the date of the annual meeting is more than 30 calendar days before or after such anniversary
date, notice by the stockholder to be timely must be not earlier than the close of business on the 120th calendar day in advance of such
date of annual meeting and not later than the close of business on the later of the 90th calendar day in advance of such date of annual
meeting or the tenth calendar day following the date on which public announcement of the date of the meeting is made. In no event shall
the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period)
for the giving of an advance notice by any stockholder. Any stockholder that proposes director nominations or other business must be
a stockholder of record at the time the advance notice is delivered by such stockholder to us and entitled to vote at the meeting. Our
bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders
from bringing matters before an annual meeting of stockholders or from making nominations for the election of directors at an annual
meeting of stockholders. Unless otherwise required by law, any director nomination or other business shall not be made or transacted
if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present the director nominee
or other proposed business.
Filling
of Board Vacancies. Our certificate of incorporation and bylaws provide that the authorized size of our Board shall be determined
by our Board by Board resolution from time to time and that our Board has the exclusive power to fill any vacancies and newly created
directorships resulting from any increase in the authorized number of directors and the stockholders do not have the power to fill such
vacancies. Vacancies in our Board and newly created directorships resulting from any increase in the authorized number of directors on
our board may be filled by a majority of the directors remaining in office, even though that number may be less than a quorum of our
board, or by a sole remaining director. A director so elected to fill a vacancy shall serve for the remaining term of the predecessor
he or she replaced and until his or her successor is elected and has qualified, or until his or her earlier resignation, removal or death.
Amendment
of the Certificate of Incorporation. Our certificate of incorporation may be amended, altered, changed or repealed at a meeting of
our stockholders entitled to vote thereon by the affirmative vote of a majority of the outstanding stock entitled to vote thereon and
a majority of the outstanding stock of each class entitled to vote thereon as a class, or in the manner prescribed by the DGCL.
Amendment
of the Bylaws. Our bylaws may be amended or repealed, or new bylaws may be adopted, by either our Board or the affirmative vote of
at least 66 2/3% of the voting power of our outstanding shares.
Section
203 of the DGCL
We
are subject to Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits a Delaware corporation from engaging in
any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested
stockholder, with the following exceptions:
| ● | before
such date, the board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested stockholder; |
| ● | upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction began, excluding for purposes of determining the voting stock
outstanding (but not the outstanding voting stock owned by the interested stockholder) those
shares owned (i) by persons who are directors and also officers and (ii) pursuant to employee
stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; and |
| ● | on
or after such date, the business combination is approved by the board of directors and authorized
at an annual or special meeting of the stockholders, and not by written consent, by the affirmative
vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested
stockholder. |
In
general, Section 203 defines a business combination to include the following:
| ● | any
merger or consolidation involving the corporation and the interested stockholder or with
any other corporation, partnership, unincorporated association or other entity if the merger
or consolidation is caused by the interested stockholder; |
| ● | any
sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation
to or with the interested stockholder; |
| ● | subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; |
| ● | any
transaction involving the corporation that has the effect of increasing the proportionate
share of the stock or any class or series of the corporation beneficially owned by the interested
stockholder; and |
| ● | the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits by or through the corporation. |
In
general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person who, together with the entity’s
or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to
the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
A
Delaware corporation may “opt out” of these provisions with an express provision in its certificate of incorporation. We
have not opted out of these provisions, which may as a result, discourage or prevent mergers or other takeover or change of control attempts
of us.
PLAN
OF DISTRIBUTION
We
may sell the securities, from time to time, to or through underwriters or dealers, through agents or remarketing firms, or directly to
one or more purchasers pursuant to:
| ● | underwritten
public offerings; |
| ● | negotiated
transactions; |
| ● | “At
the Market Offerings,” within the meaning of Rule 415(a)(4) of the Securities Act,
into an existing trading market, at prevailing market prices; or |
| ● | through
a combination of these methods. |
We
may distribute securities from time to time in one or more transactions:
| ● | at
a fixed price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to such prevailing market prices; or |
A
prospectus supplement or supplements will describe the terms of the offering of the securities, including:
| ● | the
name or names of the underwriters, if any; |
| ● | if
the securities are to be offered through the selling efforts of brokers or dealers, the plan
of distribution and the terms of any agreement, arrangement, or understanding entered into
with broker(s) or dealer(s) prior to the effective date of the registration statement, and,
if known, the identity of any broker(s) or dealer(s) who will participate in the offering
and the amount to be offered through each; |
| ● | the
purchase price of the securities and the proceeds we will receive from the sale; |
| ● | if
any of the securities being registered are to be offered otherwise than for cash, the general
purposes of the distribution, the basis upon which the securities are to be offered, the
amount of compensation and other expenses of distribution, and by whom they are to be borne; |
| ● | any
delayed delivery arrangements; |
| ● | any
over-allotment options under which underwriters may purchase additional securities from us; |
| ● | any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| ● | any
public offering price; |
| ● | any
discounts, commissions or commissions allowed or reallowed or paid to dealers; |
| ● | the
identity and relationships of any finders, if applicable; and |
| ● | any
securities exchange or market on which the securities may be listed. |
Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by that prospectus supplement. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement.
We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without
a syndicate. Unless otherwise indicated in the prospectus supplement, subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option. Any
public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use
underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature
of any such relationship.
We
may use a remarketing firm to offer the securities in connection with a remarketing arrangement upon their purchase. Remarketing firms
will act as principals for their own account or as agents for us. These remarketing firms will offer or sell the securities pursuant
to the terms of the securities. A prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with
us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection the
securities they remarket.
If
we offer and sell securities through a dealer, we or an underwriter will sell the securities to the dealer, as principal. The dealer
may resell the securities to the public at varying prices to be determined by the dealer at the time of resale. Any such dealer may be
deemed to be an underwriter of the securities offered and sold. The name of the dealer and the terms of the transaction will be set forth
in the applicable prospectus supplement.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale
of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may sell securities directly to one or more purchasers without using underwriters or agents. Underwriters, dealers and agents that participate
in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive
from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities
Act.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at
the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
We
may offer new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will
not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering
or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in
the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to
cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.
Any
underwriters that are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the common
stock on The Nasdaq Capital Market in accordance with Regulation M under the Exchange Act. Passive market makers must comply with applicable
volume and price limitations and must be identified as passive market makers. Passive market making may stabilize the market price of
the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
LEGAL
MATTERS
Covington
& Burling LLP, Boston, Massachusetts, will pass upon the validity of the issuance of the securities to be offered by this prospectus.
EXPERTS
WithumSmith+Brown,
PC, or Withum, independent registered public accounting firm, has served as our independent accountants since 2017 and audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, as set forth in their report, which
is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated
herein by reference in reliance on Withum’s report, given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
web site address is http://www.imunon.com. There we make available free of charge, on or through the investor relations section
of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material
with the SEC. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus. All website
addresses in this prospectus are intended to be inactive textual references only.
This
prospectus is part of a registration statement that we filed with the SEC and does not contain all of the information in the registration
statement. The full registration statement may be obtained from the SEC or us, as provided below. You may inspect a copy of the registration
statement through the SEC’s website, as provided above.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this
prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer
to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this
prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in,
the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of
all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon
payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents
we are incorporating by reference are:
| ● | our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that we filed with
the SEC on March 28, 2024; |
| ● | the
portions of our definitive proxy statement on Schedule 14A that we filed with the SEC on
April 26, 2024, that are deemed “filed” with the SEC under the Exchange Act; |
| ● | our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 that we filed with the
SEC on May 13, 2024; |
| ● | the
description of our securities, incorporated herein by reference to Exhibit 4.5 to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2019. |
All
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to
be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents.
In
addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement
and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or
any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the following address:
Imunon,
Inc.
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
(609)
896-9100
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.
The
documents incorporated by reference may be accessed at our website: http://www.imunon.com. We have included our website
address in this prospectus solely as an inactive textual reference.
You
should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have
not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in
this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer
or solicitation.
$5,500,000
Imunon,
Inc.
Common
Stock
PROSPECTUS
SUPPLEMENT
H.C.
Wainwright & Co.
September
3, 2024
Imunon (NASDAQ:IMNN)
Historical Stock Chart
From Nov 2024 to Dec 2024
Imunon (NASDAQ:IMNN)
Historical Stock Chart
From Dec 2023 to Dec 2024
