v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 13. Subsequent Events

 

The Company has evaluated its subsequent events from September 30, 2026 and through the date these unaudited condensed consolidated financial statements were issued, determining all subsequent events have been disclosed.

 

Sale of ThermoDox

 

On October 20, 2026, Imunon entered into an Asset Purchase Agreement with VoxelDox Therapeutics, Inc. (“VoxelDox”), pursuant to which the Company agreed to sell to VoxelDox the Company’s assets relating to ThermoDox®, a heat-activated liposomal formulation of doxorubicin (the “Purchased Assets”), including related trademarks, regulatory filings, clinical and preclinical data, manufacturing know-how and existing drug product vials. VoxelDox intends to develop ThermoDox for glioblastoma and other high-grade gliomas. The transaction is contingent on VoxelDox raising at least $2.5 million. If it does not raise this funding, the transaction will not close and the Company will receive no consideration.

 

If the transaction closes, VoxelDox will issue to the Company shares of VoxelDox common stock equal to 4.76% of its fully diluted capitalization. VoxelDox will also pay the Company up to $16.5 million in milestone payments upon the achievement of specified clinical and regulatory milestones, including initiation of a Phase 3 clinical trial of ThermoDox and FDA acceptance and approval of a New Drug Application. In addition, VoxelDox will pay royalties on annual net sales. If VoxelDox determines in good faith that the transferred ThermoDox vials are not usable, milestone payments and royalty rates will be reduced by 50%.

 

Until VoxelDox completes a qualified equity financing, the Company may appoint one of VoxelDox’s five directors and one non-voting observer. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.

 

Subject to VoxelDox board approval and separate consulting agreements, VoxelDox will grant Michael H. Tardugno, the Company’s Executive Chairman, and Frederick J. Fritz, a member of the Company’s Board of Directors, shares of VoxelDox common stock each equal to 2.38% of its fully diluted capitalization, vesting monthly over 36 months, for consulting services to VoxelDox. Other than as described above, there is no material relationship between the Company and VoxelDox.

 

2026 Financing

 

On October 27, 2026, the Company filed a registration statement on Form S-1 (File No. 333-299647) with the SEC, as amended on October 28, 2026, for a proposed best-efforts public offering. The offering covers up to 20,000,000 shares of common stock, or pre-funded warrants in lieu thereof, together with common warrants to purchase up to 70,000,000 shares of common stock or exchange warrants in lieu thereof. Maxim Group LLC is acting as placement agent. The registration statement reflects an assumed combined public offering price of $1.25 per share of common stock and accompanying warrants (or $1.2499 per pre-funded warrant and accompanying warrants), representing maximum assumed gross proceeds of $25.0 million before placement-agent fees and offering expenses. The proposed offering has no minimum offering requirement, remains subject to pricing, market and closing conditions, the SEC declaring the registration statement effective, and may be completed for fewer than all securities offered or not at all. As of November 12, 2026, the proposed offering had not been completed and no proceeds had been received. No amounts relating to the proposed offering have been recognized in the accompanying unaudited condensed consolidated financial statements.