On July 31, 2024 IMUNON, Inc. (NASDAQ: IMNN), a clinical-stage company in late-stage development with its DNA-mediated immunotherapy, reported that it has entered into definitive securities purchase agreements for a registered direct offering of its common stock priced at-the-market under Nasdaq rules (Press release, IMUNON, JUL 31, 2024, View Source [SID1234645205]). In a concurrent private placement and also pursuant to the securities purchase agreements, the Company has agreed to issue to the investors unregistered warrants to purchase shares of common stock. Upon the closing of the offering, which is anticipated to occur on or about August 1, 2024, the Company expects to receive gross proceeds of $10 million, before deducting placement agent fees and other offering expenses payable by the Company. The closing of the offering is subject to customary closing conditions.

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H.C. Wainwright & Co. is acting as the lead placement agent for the offering. Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as co-placement agent.

Pursuant to the terms of the securities purchase agreements, the Company is selling an aggregate of 5,000,000 registered shares of its common stock, together with unregistered warrants to purchase up to 5,000,000 shares of its common stock, at a purchase price of $2.00 per share and accompanying warrant. The warrants will have an exercise price of $2.00 per share and will be exercisable immediately for a term of five and one-half years following the date of issuance.

The Company intends to use the net proceeds from the financing for working capital and general corporate purposes.

The shares of common stock offered in the registered direct offering are being offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-279425), including a base prospectus, previously filed with the Securities and Exchange Commission ("SEC") on May 15, 2024 and declared effective by the SEC on May 22, 2024. The offering of the shares of common stock to be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the final prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The offer and sale of the warrants in the private placement are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.