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1、2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm1/55S-1/A 1 forms-1a.htm S-1/A As filed with the Securities and Exchange Commission on May 19,2025 Registration No.333-286403 UNITED STATESSEC

2、URITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.2 toFORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Imunon,Inc.(Exact name of registrant as specified in its charter)Delaware 2834 52-1256615(State or other jurisdiction ofincorporation or organization)(Primary Standard

3、 IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)997 Lenox Drive,Suite 100Lawrenceville,NJ 08648(609)896-9100(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Stacy LindborgPresident and Chief Executive OfficerImuno

4、n,Inc.997 Lenox Drive,Suite 100Lawrenceville,NJ 08648(609)896-9100(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Jurgita AshleyThompson Hine LLP3900 Key Center127 Public SquareCleveland,OH 44114(216)566-5500 Ron Ben-Bassat,Esq.Eric Victorson,

5、Esq.Sullivan&Worcester LLP1251 Avenue of the AmericasNew York,NY 10020(212)660-3000 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered o

6、n a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration stateme

7、nt number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration state

8、ment for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/20 10:46sec.gov/Ar

9、chives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm2/55Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company,or an emerging g

10、rowth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging gro

11、wth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such

12、 date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment that specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statement shallb

13、ecome effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm3/55 The information

14、in this prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sellthese securities,and it is not soliciting offers to buy these securities,in any

15、 state where the offer or sale of these securities isnot permitted.SUBJECT TO COMPLETION,DATED MAY 19,2025 PRELIMINARY PROSPECTUS IMUNON,INC.UP TO 16,666,667 SHARES OF COMMON STOCKUP TO 16,666,667 COMMON WARRANTS TO PURCHASE 73,333,333 SHARES OF COMMON STOCK*UP TO 16,666,667 PRE-FUNDED WARRANTS TO P

16、URCHASE 16,666,667 SHARES OF COMMON STOCKUP TO 73,333,333 SHARES OF COMMON STOCK UNDERLYING SUCH COMMON WARRANTS*UP TO 16,666,667 SHARES OF COMMON STOCK UNDERLYING SUCH PRE-FUNDED WARRANTS We are offering on a reasonable best-efforts basis up to 16,666,667 shares of our common stock,par value$0.01 p

17、er share(“Common Stock”),together with warrants to purchase up to 73,333,333 shares of our Common Stock based on an assumed publicoffering price of$0.48 per share of Common Stock and accompanying warrant,which was the closing price of our Common Stockon the Nasdaq Stock Market(“Nasdaq”)on May 16,202

18、5.Each share of Common Stock,or a pre-funded warrant in lieu thereof,isbeing sold together with a common warrant to purchase one share of Common Stock.The shares of Common Stock,or pre-fundedwarrants in lieu thereof,and common warrants are immediately separable and will be issued separately in this

19、offering but must bepurchased together in this offering.This prospectus also relates to the shares of Common Stock issuable upon exercise of the pre-funded warrants and the common warrants sold in this offering.The common warrants will be exercisable upon receipt of stockholder approval,including su

20、ch approval as may berequired by the applicable rules and regulations of Nasdaq from the stockholders of the Company and board of directors of theCompany:(a)to consent to any adjustment to the exercise price and/or number of shares of Common Stock underlying thecommon warrants in the event of an adj

21、ustment upon the Adjustment Date(as defined below)pursuant to the terms of the commonwarrants,(b)to consent to any adjustment to the exercise price of the common warrants in the event of a voluntary adjustmentpursuant to the terms of the common warrants,and(c)to consent to the“zero exercise price”pr

22、ovision of the common warrants(referred to in the text of the common warrants as an“alternative cashless exercise”)(collectively,the“Stockholder Approval”).“Adjustment Date”means the close of trading on the 11th trading day after the trading day on which we file a Current Report onForm 8-K with the

23、Securities and Exchange Commission(the“SEC”)giving public notice of Stockholder Approval.“Floor Price”means a price per share equal to$0.10(based on an assumed public offering price of$0.48 per share),which represents 20%of thepublic offering price per share.We have agreed to hold a meeting to obtai

24、n Stockholder Approval as soon as practicable followingthe closing of this offering,but no later than sixty(60)days following the closing of this offering,and further agreed to cause anadditional stockholder meeting to be held every ninety(90)days thereafter until such Stockholder Approval is obtain

25、ed.We cannotassure you that we will be able to obtain requisite Stockholder Approval.*Each common warrant offered hereby will become exercisable beginning on the date on which we file a Current Reporton Form 8-K with the SEC giving public notice of Stockholder Approval(the“Initial Exercise Date”)at

26、an assumed exercise priceper share of$0.96,equal to 200%of the assumed combined public offering price per share of Common Stock and accompanyingcommon warrant,and will expire two and one-half(2.5)years after the Initial Exercise Date.Holders of the common warrants mayeffect a“zero exercise price”exe

27、rcise at any time while the common warrants are outstanding following the Initial Exercise Date.Under the zero exercise price option,a holder of a common warrant has the right to receive an aggregate number of shares equal tothe product of(i)the aggregate number of shares of Common Stock that would

28、be issuable upon a cash exercise of the commonwarrant and(ii)3.0.The number of shares issuable on the exercise of the common warrants under the zero exercise price provisionincreases as the stock price declines.Accordingly,it is highly unlikely that a holder of the common warrants would wish to pay

29、anexercise price in cash to receive one share of Common Stock when they could instead choose the zero exercise price option andpay no cash to receive three shares of Common Stock.As a result,we will likely not receive any additional funds and do not expectto receive any additional funds upon the exe

30、rcise of the common warrants.In addition,on the Adjustment Date,the exercise price2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm4/55of the common warrants will be reduced to the greater of

31、 the Floor Price and the lowest daily dollar volume-weighted average priceduring the period beginning two full trading days prior to the Adjustment Date and ending on the 10th trading day after theAdjustment Date.Upon any such resulting adjustment of the exercise price of the common warrants,the num

32、ber of shares ofCommon Stock issuable under the common warrants will be increased such that the aggregate exercise price of a common warrant(adjusted for any exercises by a holder prior to this adjustment)will remain unchanged following such adjustment.Notwithstanding the foregoing,the number of sha

33、res potentially issuable upon exercise of the common warrants is limited by thenumber of available shares of authorized Common Stock;accordingly,the aggregate number of shares of Common Stockpotentially issuable in this offering is limited to a total of 90,000,000 shares of Common Stock,with the num

34、ber of shares ofCommon Stock potentially issuable upon exercise of the common warrants determined by subtracting the aggregate number ofshares of Common Stock or pre-funded warrants issued in this offering from 90,000,000 shares.Each purchaser will receive a prorata portion of such amount.As a resul

35、t,the aggregate number of shares of Common Stock underlying all of the common warrantsmay increase from 16,666,667 up to 73,333,333(in each case,based on an assumed public offering price of$0.48 per share),assuming full adjustment of the exercise price to the Floor Price and giving effect to the“zer

36、o exercise price”provision.In theevent that we are unable to obtain Stockholder Approval,the common warrants will not be exercisable and therefore will have novalue.We are also offering to certain purchasers whose purchase of shares of Common Stock in this offering would otherwiseresult in the purch

37、aser,together with its affiliates and certain related parties,beneficially owning more than 4.99%(or,at theelection of the purchaser,9.99%)of our outstanding Common Stock immediately following the consummation of this offering,theopportunity to purchase,if any such purchaser so chooses,pre-funded wa

38、rrants,in lieu of shares of Common Stock that wouldotherwise result in such purchasers beneficial ownership exceeding 4.99%(or,at the election of the purchaser,9.99%)of ouroutstanding Common Stock.The public offering price of each pre-funded warrant and accompanying common warrant will beequal to th

39、e price at which one share of Common Stock and accompanying common warrant is sold to the public in this offering,minus$0.0001,and the exercise price of each pre-funded warrant will be$0.0001 per share.The pre-funded warrants will beimmediately exercisable and may be exercised at any time until all

40、of the pre-funded warrants are exercised in full.The pre-fundedwarrants and common warrants are immediately separable and will be issued separately in this offering,but must be purchasedtogether in this offering.For each pre-funded warrant we sell,the number of shares of Common Stock we are offering

41、 will bedecreased on a one-for-one basis.Certain of our existing securityholders have indicated interest in participating in this offering at the public offering priceand on the same terms as the other purchasers in this offering.However,we cannot guarantee if any of them will participate in thisoff

42、ering.2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm5/55 We have engaged Brookline Capital Markets,a division of Arcadia Securities,LLC(“Brookline”),to act as our placementagent(the“Placem

43、ent Agent”),to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus.The Placement Agent is not purchasing or selling any of the securities we are offering,and the Placement Agent is not required toarrange the purchase or sale of any specific number or

44、dollar amount of securities.We have agreed to pay to the Placement Agentthe Placement Agent fees set forth in the table below,which assumes that we sell all of the securities offered by this prospectus.We refer to the Common Stock,common warrants and pre-funded warrants to be sold in this offering c

45、ollectively as the“securities.”The securities will be offered at a fixed price and are expected to be issued in a single closing.The offering willterminate on May 30,2025,unless(i)the closing occurs prior thereto or(ii)we decide to terminate the offering prior thereto(which we may do at any time in

46、our discretion),except that the shares of Common Stock underlying the common warrants andshares of Common Stock underlying the pre-funded warrants will be offered on a continuous basis pursuant to Rule 415 under theSecurities Act of 1933,as amended(the“Securities Act”).Investors purchasing securitie

47、s offered hereby will have the option toexecute a securities purchase agreement with us.We expect that the closing of the offering will occur one trading day after we pricethe securities offered hereby.When we price the securities,we will simultaneously enter into securities purchase agreementsrelat

48、ing to the offering with those investors who so choose.The offering will settle delivery versus payment(“DVP”)/receipt versuspayment(“RVP”).That is,on the closing date,we will issue the shares of Common Stock directly to the account(s)at thePlacement Agent identified by each purchaser;upon receipt o

49、f such shares,the Placement Agent shall promptly electronicallydeliver such shares to the applicable purchaser,and payment therefor shall be made by the Placement Agent(or its clearing firm)by wire transfer to us.Since we will deliver the securities to be issued in this offering upon our receipt of

50、investor funds,we and the PlacementAgent have not made any arrangements to place investor funds in an escrow account or trust account.Because this is a best-effortsoffering,the Placement Agent does not have an obligation to purchase any securities,and,as a result,there is a possibility that wemay no

51、t be able to sell the securities.There is no minimum offering requirement as a condition of closing of this offering.Becausethere is no minimum offering amount required as a condition to closing this offering,we may sell fewer than all of the securitiesoffered hereby,which may significantly reduce t

52、he amount of proceeds received by us,and investors in this offering will notreceive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in thisprospectus.In addition,because there is no escrow account and no minimum offering amount,inve

53、stors could be in a positionwhere they have invested in our company,but we are unable to fulfill all of our contemplated objectives due to a lack of interest inthis offering.Further,any proceeds from the sale of securities offered by us will be available for our immediate use,despiteuncertainty abou

54、t whether we would be able to use such funds to effectively implement our business plan.See the section entitled“Risk Factors”for more information.Our Common Stock is listed on the Nasdaq under the ticker symbol“IMNN.”On May 16,2025,the last reported saleprice per share of our Common Stock on Nasdaq

55、 was$0.48 per share.The actual public offering price per share of Common Stockand accompanying common warrant,and per pre-funded warrant and accompanying common warrant,will be determined betweenus,the Placement Agent and the investors in this offering at the time of pricing and may be at a discount

56、 to the current market pricefor our Common Stock,and the recent market price for our Common Stock used throughout this prospectus may not be indicativeof the final offering price per share of Common Stock and accompanying common warrant,and per pre-funded warrant andaccompanying common warrant.There

57、 is no established public trading market for the common warrants or the pre-fundedwarrants,and we do not expect such a market to develop.Without an active trading market,the liquidity of the pre-funded warrantsand the common warrants will be limited.In addition,we do not intend to list the pre-funde

58、d warrants or the common warrants onNasdaq,any other national securities exchange or any other trading system.You should read this prospectus,together with additional information described under the headings“Incorporation ofCertain Information by Reference”and“Where You Can Find More Information,”ca

59、refully before you invest in any of oursecurities.2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm6/55 Investing in our securities involves a high degree of risk.You should only purchase sha

60、res if you can afford the lossof your investment.If we fail to regain compliance with Nasdaqs continued listing requirements,which requires the closingbid price of our Common Stock to be$1.00 per share or more for a minimum of ten(10)consecutive business days beforeMay 27,2025,Nasdaq may delist our

61、Common Stock.Nasdaq may also delist our Common Stock for public interestconcerns resulting from the dilutive impact and terms of the common warrants in this offering.Our independent registeredpublic accountant has issued an audit opinion which includes a statement expressing substantial doubt as to

62、our ability tocontinue as a going concern.See“Risk Factors”on page 6 of this prospectus and the section entitled“Risk Factors”included in our most recent Annual Report on Form 10-K,as revised or supplemented by our subsequent QuarterlyReports on Form 10-Q,which are incorporated herein by reference,f

63、or a discussion of information that you shouldconsider before investing in our securities.Neither the SEC nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal off

64、ense.Per Share andAccompanyingCommonWarrant Per Pre-FundedWarrant andAccompanyingCommonWarrant Total Public offering price(1)$Placement Agent fees(2)$Proceeds to us,before expenses(3)$(1)The combined public offering price is$per share of Common Stock and accompanying common warrant(or$per pre-funded

65、 warrant and accompanying common warrant).(2)Represents a cash fee equal to seven percent(7.0%)of the aggregate purchase price paid by investors in this offering.Wehave also agreed to reimburse the Placement Agent for its accountable offering-related legal expenses in an amount up to$75,000 and$20,0

66、00 for non-accountable expenses.See“Plan of Distribution”for additional disclosure regardingcompensation payable to the Placement Agent.Because there is no minimum number of securities or amount of proceeds required as a condition to closing this offering,the actual public offering amount,Placement

67、Agent fees,and proceeds to us,if any,are not presently determinable andmay be substantially less than the total maximum offering amounts set forth above.See“Plan of Distribution”for moreinformation.(3)Does not include proceeds from the exercise of the common warrants and/or pre-funded warrants in ca

68、sh,if any.Delivery of the securities is expected to be made on or about ,2025,subject to satisfaction of certainconditions.Sole Placement Agent Brookline Capital Marketsa division of Arcadia Securities,LLC The date of this prospectus is ,2025.2025/5/20 10:46sec.gov/Archives/edgar/data/749647/0001641

69、17225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm7/55 TABLE OF CONTENTS CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS1ABOUT THIS PROSPECTUS2PROSPECTUS SUMMARY3THE OFFERING4RISK FACTORS6CAPITALIZATION10DILUTION11USE OF PROCEEDS12DESCRIPTION

70、 OF CAPITAL STOCK13DESCRIPTION OF SECURITIES WE ARE OFFERING18PLAN OF DISTRIBUTION21MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS24DIVIDEND POLICY28LEGAL MATTERS29EXPERTS29WHERE YOU CAN FIND MORE INFORMATION29INCORPORATION OF CERTAIN INFORMATION BY REFERENCE30 i2025/5/20 10:46sec.gov/Arch

71、ives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm8/55 CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained or incorporated by reference in this prospectus and in any related free writing

72、prospectusmay constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and releasesissued by the SEC and within the meaning of Section 27A of the Securities Act,and Section 21E of the Securities Exchange Act of1934,as amended(the“Exchange Act”)

73、.Forward-looking statements may relate to such matters as anticipated financialperformance,business prospects,technological developments,product pipelines,clinical trials and research and developmentactivities,the adequacy of capital reserves and anticipated operating results and cash expenditures,c

74、urrent and potentialcollaborations,strategic alternatives and other aspects of our present and future business operations and similar matters.Thesestatements involve known and unknown risks,uncertainties and other factors,many of which are outside of our control,that maycause our or our industrys ac

75、tual results,levels of activity,performance or achievements to be materially different from any futureresults,levels of activity,performance or achievements expressed or implied by such forward-looking statements.Such statementsinclude,without limitation:any statements regarding future operations,pl

76、ans,regulatory filings or approvals,including the plans and objectivesof management for future operations or programs or proposed new products or services;any statements regarding the performance,or likely performance,or outcomes or economic benefit of any of ourresearch and development activities,p

77、roposed or potential clinical trials or new drug filing strategies or timelines,including whether any of our clinical trials will be completed successfully within any specified time period or at all;any projections of earnings,cash resources,revenue,expense or other financial terms;any statements re

78、garding the initiation,timing,progress and results of our research and development programs,preclinical studies,any clinical trials and Investigational New Drug application,New Drug Application and otherregulatory submissions;any statements regarding cost and timing of development and testing,capita

79、l structure,financial condition,workingcapital needs and other financial items,including our ability to continue as a going concern;any statements regarding the implementation of our business model and integration of acquired technologies,assets orbusinesses and existing or future collaborations,mer

80、gers,acquisitions or other strategic transactions;any statements regarding approaches to medical treatment,any introduction of new products by others,any possiblelicenses or acquisitions of other technologies,assets or businesses,or possible actions by customers,suppliers,strategic partners,potentia

81、l strategic partners,competitors or regulatory authorities;any statements regarding development or success of our collaboration arrangements or future payments that maycome due to us under these arrangements;any statements regarding compliance with Nasdaqs listing standards and our ability to remain

82、 listed on Nasdaq;and any statements regarding future economic conditions or performance and any statement of assumptions underlyingany of the foregoing.In some cases,you can identify forward-looking statements by terminology such as“expect,”“anticipate,”“estimate,”“continue,”“plan,”“believe,”“could

83、,”“intend,”“predict,”“project,”“may,”“should,”“will,”“would”and words of similarimport regarding our 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 bo

84、unds of our knowledge of ourindustry,business and operations,we cannot guarantee that actual results will not differ materially from our expectations.Inevaluating such forward-looking statements,you should specifically consider various factors,including,but not limited to,theinherent uncertainty in

85、the drug development process,our ability to raise additional capital to fund our planned future operationsand continue as a going concern,our ability to obtain or maintain U.S.Food and Drug Administration and foreign regulatoryapprovals for our drug candidates,potential impact of the Russian invasio

86、n of Ukraine and the unrest in the Middle East on ourbusiness,our ability to enroll patients in our clinical trials,risks relating to third parties conduct of our clinical trials,risks relatingto government,private health insurers and other third-party payers coverage or reimbursement,risks relating

87、 to commercialpotential of a drug candidate in development,changes in technologies for the treatment of cancer,impact of development ofcompetitive drug candidates by others,risks relating to intellectual property,volatility in the market price of our Common Stock,potential inability to maintain comp

88、liance with Nasdaq listing rules and the impact of adverse capital and credit market conditions.These and other risks and assumptions are outlined under“Risk Factors”contained in this prospectus and any related free writingprospectus,and in our most recent Annual Report on Form 10-K,as revised or su

89、pplemented by our subsequent Quarterly Reportson Form 10-Q,incorporated by reference into this prospectus,as well as any amendments thereto reflected in subsequent filingswith the SEC.The discussion of risks and uncertainties set forth in this prospectus or referenced in those filings is not necessa

90、rily acomplete or exhaustive list of all risks facing us at any particular point in time.We operate in a highly competitive,highly regulatedand rapidly changing environment,and our business is in a state of evolution.Therefore,it is likely that new risks will emerge,andthe nature and elements of exi

91、sting risks will change.It is not possible for management to predict all such risk factors or changestherein 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

92、 differ materially from those contained in any forward-lookingstatement.Forward-looking statements represent our estimates and assumptions only as of the date such forward-lookingstatements are made.You should carefully read this prospectus and any related free writing prospectus,together with thein

93、formation incorporated herein or therein by reference as described under the section titled“Incorporation of Certain Informationby Reference,”and with the understanding that our actual future results may materially differ from what we expect.2025/5/20 10:46sec.gov/Archives/edgar/data/749647/00016411

94、7225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm9/55 Forward-looking statements speak only as of the date they are made,and we assume no obligation to update any forward-looking statements publicly,or to update the reasons why actual results could

95、differ materially from those anticipated in anyforward-looking statements,even if new information becomes available,except as required by law.12025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.ht

96、m10/55 ABOUT THIS PROSPECTUS As used in this prospectus,unless the context otherwise requires or indicates,references to“the Company,”“we,”“our,”“ourselves,”and“us”refer to Imunon,Inc.You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us

97、or onour behalf that we have referred you to.Neither we nor the Placement Agent has authorized anyone to provide you with additionalor different information.If anyone provides you with additional,different,or inconsistent information,you should not rely on it.We and the Placement Agent take no respo

98、nsibility for,and can provide no assurance as to,the reliability of any other informationthat others may give you.This prospectus is an offer to sell only the securities offered hereby and only under circumstances and injurisdictions where it is lawful to do so.We and the Placement Agent are not mak

99、ing an offer of these securities in any state,country,or other jurisdiction where the offer is not permitted.You should not assume that the information in this prospectus or anyfree writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of

100、 delivery orthe time of any sales of our securities.Our business,financial condition,results of operations and cash flows may have changedsince the date of the applicable document.This prospectus describes the specific details regarding this offering and the terms and conditions of our securities be

101、ingoffered hereby and the risks of investing in our securities.For additional information,please see the section entitled“Where YouCan Find More Information.”You should not interpret the contents of this prospectus or any free writing prospectus to be legal,tax,business,orfinancial advice.You should

102、 consult with your own advisors for that type of advice and consult with them about the legal,tax,business,financial,and other issues that you should consider before investing in our securities.Unless otherwise indicated,information contained in this prospectus concerning our industry and the market

103、s in which weoperate,including our general expectations and market position,and market opportunity,is based on information from our ownmanagement estimates and research,as well as from industry and general publications and research,surveys and studies conductedby third parties.Management estimates a

104、re derived from publicly available information,our knowledge of our industry andassumptions based on such information and knowledge,which we believe to be reasonable.Our management estimates have notbeen verified by any independent source,and we have not independently verified any third-party inform

105、ation.In addition,assumptions and estimates of our and our industrys future performance are necessarily subject to a high degree of uncertainty andrisk due to a variety of factors,including those described in“Risk Factors.”These and other factors could cause our futureperformance to differ materiall

106、y from our assumptions and estimates.See“Cautionary Notice Regarding Forward-LookingStatements.”We further note that the representations,warranties and covenants made by us in any agreement that is filed as an exhibitto the registration statement of which this prospectus is a part were made solely f

107、or 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 arepresentation,warranty or covenant to you.Moreover,such representations,warranties or covenants were accurate only as of th

108、edate when made.Accordingly,such representations,warranties and covenants should not be relied on as accurately representing thecurrent state of our affairs.The Companys brand and product names contained in this prospectus are trademarks,registered trademarks,or servicemarks of Imunon,Inc.or its sub

109、sidiary in the United States(“U.S.”)and certain other countries.All other trademarks,trade names and service marks appearing in this prospectus or the documents incorporated byreference herein are the property of their respective owners.Use or display by us of other parties trademarks,trade dress or

110、products is not intended to and does not imply a relationship with,or endorsements or sponsorship of,us by the trademark or tradedress owner.Solely for convenience,trademarks,tradenames and service marks referred to in this prospectus appear without the and symbols,but those references are not inten

111、ded to indicate,in any way,that we will not assert,to the fullest extent underapplicable law,our rights or that the applicable owner will not assert its rights,to these trademarks and trade names.22025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Arc

112、hives/edgar/data/749647/000164117225011388/forms-1a.htm11/55 PROSPECTUS SUMMARY This summary highlights certain information about us,this offering and selected information contained elsewhere in thisprospectus.Because this is only a summary,it does not contain all of the information that may be impo

113、rtant to you or that youshould consider before investing in our securities.You should read the entire prospectus carefully,especially the information under“Risk Factors”set forth in this prospectus and the information in the documents incorporated by reference into this prospectus.This prospectus co

114、ntains forward-looking statements,based on current expectations and related to future events and our futurefinancial performance,that involve risks and uncertainties.Our actual results may vary materially from those discussed in theforward-looking statements as a result of various factors,including,

115、without limitation,those set forth under“Risk Factors”in thisprospectus and under similar captions in the documents incorporated by reference into this prospectus.See“Cautionary NoticeRegarding Forward-Looking Statements.”Business Overview Imunon is a clinical-stage biotechnology company focused on

116、advancing a portfolio of innovative treatments that harnessthe bodys natural mechanisms with the aim to generate safe,effective and durable responses across a broad array of humandiseases,constituting a differentiating approach from conventional therapies.Imunon is developing its non-viral DNA techn

117、ologyacross its modalities.The first modality,TheraPlas,is developed for the coding of proteins and cytokines in the treatment of solidtumors where an immunological approach is deemed promising.The second modality,PlaCCine,is developed for the coding ofviral antigens that can elicit a strong immunol

118、ogical response.This technology may represent a promising platform for thedevelopment of vaccines in infectious diseases.The Companys lead clinical program,IMNN-001,is a DNA-based immunotherapy for the localized treatment ofadvanced ovarian cancer that has completed Phase II clinical development stu

119、dies.IMNN-001 works by instructing the body toproduce safe and durable levels of powerful cancer-fighting molecules,such as interleukin-12 and interferon gamma,at the tumorsite.Additionally,the Company has entered into a first-in-human study of its COVID-19 booster vaccine(IMNN-101).We willcontinue

120、to leverage these modalities and to advance the technological frontier of plasmid DNA to better serve patients withdifficult-to-treat conditions.Recent Developments On March 24,2025,we issued a press release announcing finalization of our Phase 3 study design for IMNN-001,atreatment for women with n

121、ewly diagnosed advanced ovarian cancer,and that the U.S.Food and Drug Administration is alignedwith the protocol for the Phase 3 pivotal trial,called OVATION 3,of our lead candidate IMNN-001.On May 12,2025,the Company entered into an exchange agreement(the“Exchange Agreement”)with the holders(the“Ex

122、isting Warrant Holders”)of certain warrants of the Company(the“Existing Warrants”)issued on August 1,2024,which wereexercisable for an aggregate of 5,000,000 shares of Common Stock.Pursuant to the terms of the Exchange Agreement,theCompany issued to the Existing Warrant Holders an aggregate of 2,921

123、,000 shares of Common Stock(the“Warrant ExchangeShares”),on a one-for-one basis,in exchange for shares issuable under the Existing Warrants(the“Warrant Exchange”),in relianceon an exemption from registration provided by Section 3(a)(9)of the Securities Act.The Warrant Exchange closed on May 13,2025.

124、The number of Warrant Exchange Shares issued pursuant to the Exchange Agreement represented 19.98%of the shares ofCommon Stock outstanding as of the date of the Exchange Agreement.Corporate Information We were founded in 1982 and are a Delaware corporation.Our principal executive offices are located

125、 at 997 Lenox Drive,Suite 100,Lawrenceville,NJ 08648.Our telephone number is(609)896-9100.Our website is .The informationcontained on or that can be accessed through our website is not incorporated by reference into this prospectus,and you should notconsider information on our website to be part of

126、this prospectus or in deciding to purchase our Common Stock.We are a“smaller reporting company,”meaning that the market value of our stock held by non-affiliates is less than$700million and our annual revenue was less than$100 million during our most recently completed fiscal year.We may continue to

127、 be asmaller reporting company if either(i)the market value of our stock held by non-affiliates is less than$250 million or(ii)ourannual revenue was less than$100 million during the most recently completed fiscal year and the market value of our stock held bynon-affiliates is less than$700 million.F

128、or so long as we remain a smaller reporting company,we are permitted and intend to relyon exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smallerreporting companies.32025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011

129、388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm12/55 THE OFFERING Common Stock offered by us in thisoffering Up to 16,666,667 shares of our Common Stock on a“best efforts”basis based on anassumed public offering price of$0.48 per share and accompanying c

130、ommonwarrants,which was the closing price of our Common Stock as reported on Nasdaqon May 16,2025.Pre-funded warrants offered by us in thisoffering We are also offering to each purchaser whose purchase of shares in this offeringwould otherwise result in the purchaser,together with its affiliates and

131、 certainrelated parties,beneficially owning more than 4.99%(or,at the election of thepurchaser,9.99%)of our outstanding Common Stock immediately following theconsummation of this offering,the opportunity to purchase,if the purchaser sochooses,pre-funded warrants(each pre-funded warrant to purchase o

132、ne share of ourCommon Stock)in lieu of shares that would otherwise result in the purchasersbeneficial ownership exceeding 4.99%of our outstanding Common Stock(or,at theelection of the purchaser,9.99%).The purchase price of each pre-funded warrantand accompanying common warrant will equal the price a

133、t which one share ofCommon Stock and accompanying warrant are being sold to the public in thisoffering,minus$0.0001,and the exercise price of each pre-funded warrant will be$0.0001 per share.The pre-funded warrants will be exercisable immediately andmay be exercised at any time until all of the pre-

134、funded warrants are exercised infull.For each pre-funded warrant we sell,the number of shares of Common Stockwe are offering will be decreased on a one-for-one basis.This prospectus alsorelates to the offering of the shares of Common Stock issuable upon exercise of thepre-funded warrants.For more in

135、formation regarding the pre-funded warrants,youshould carefully read the section titled“Description of Securities We Are Offering”in this prospectus.Common warrants offered by us in thisoffering We are issuing to purchasers of shares of our Common Stock and/or pre-fundedwarrants in this offering a c

136、ommon warrant to purchase one share of our CommonStock for each share and/or pre-funded warrant purchased in this offering.Theshares of Common Stock or pre-funded warrants,respectively,and commonwarrants are immediately separable and will be issued separately in this offering,but must initially be p

137、urchased together in this offering.The common warrants areexercisable beginning on the Initial Exercise Date,have an assumed exercise priceequal to$0.96(equal to 200%of the assumed combined public offering price pershare of Common Stock and accompanying common warrant),and will expire twoand one-hal

138、f(2.5)years after the Initial Exercise Date.Holders of the commonwarrants may effect a“zero exercise price”exercise at any time while the commonwarrants are outstanding following the Initial Exercise Date.Under the zeroexercise price option,a holder of a common warrant has the right to receive anagg

139、regate number of shares of Common Stock equal to the product of(i)theaggregate number of shares of Common Stock that would be issuable upon a cashrather than a cashless exercise of the common warrant and(ii)3.0.The number ofshares issuable on the exercise of the common warrants under the zero exerci

140、seprice provision increases as the stock price declines.Accordingly,it is highlyunlikely that a holder of the common warrants would wish to pay an exercise pricein cash to receive one share of Common Stock when they could instead choose thezero exercise price option and pay no cash to receive three

141、shares of CommonStock.As a result,we will likely not receive any additional funds and do not expectto receive any additional funds upon the exercise of the common warrants.Inaddition,on the Adjustment Date,the exercise price of the common warrants will bereduced to the greater of the Floor Price and

142、 the lowest daily dollar volume-weighted average price during the period beginning two full trading days prior tothe Adjustment Date and ending on the 10th trading day after the Adjustment Date.Upon any such resulting adjustment of the exercise price of the common warrants,the number of shares of Co

143、mmon Stock issuable under the common warrants willbe increased such that the aggregate exercise price of a common warrant(adjustedfor any exercises by a holder prior to this adjustment)will remain unchangedfollowing such adjustment.Notwithstanding the foregoing,the number of sharespotentially issuab

144、le upon exercise of the common warrants is limited by the numberof available shares of authorized Common Stock;accordingly,the aggregatenumber of shares of Common Stock potentially issuable in this offering is limited to2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.ht

145、mhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm13/55a total of 90,000,000 shares of Common Stock,with the number of shares ofCommon Stock potentially issuable upon exercise of the common warrantsdetermined by subtracting the aggregate number of shares of Common Stock o

146、r pre-funded warrants issued in this offering from 90,000,000 shares.Each purchaser willreceive a pro rata portion of such amount.As a result,the aggregate number ofshares of Common Stock underlying all of the common warrants may increase from16,666,667 up to 73,333,333(in each case,based on an assu

147、med public offeringprice of$0.48 per share),assuming full adjustment of the exercise price to the FloorPrice and giving effect to the“zero exercise price”provision.This prospectus alsorelates to the offering of the shares of Common Stock issuable upon exercise of thecommon warrants.For more informat

148、ion regarding the common warrants,youshould carefully read the section titled“Description of Securities We Are Offering”in this prospectus.Reasonable best-efforts offering We have agreed to issue and sell the securities offered hereby to the purchasersthrough the Placement Agent.The Placement Agent

149、is not required to buy or sellany specific number or dollar amount of the securities offered hereby,but will useits reasonable best efforts to solicit offers to purchase the securities offered by thisprospectus.See“Plan of Distribution”beginning on page 21 of this prospectus.Common Stock to be outst

150、anding afterthe offering 34,208,399 shares(assuming all of the securities we are offering under thisprospectus are sold,and assuming no sale of pre-funded warrants,which,if sold,would reduce the number of shares of Common Stock that we are offering on a one-for-one basis,and no exercise of the commo

151、n warrants issued in this offering).Use of proceeds We expect to use the net proceeds from this offering for general corporate purposes,including the clinical development of our lead product candidate(IMNN-001),capital expenditures and working capital.See“Use of Proceeds.”42025/5/20 10:46sec.gov/Arc

152、hives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm14/55 Lock-Up Agreements Our directors and officers have agreed with the Placement Agent,subject to certainexceptions,not to sell,transfer or dispose of,directly or ind

153、irectly,any of ourCommon Stock or securities convertible into or exercisable or exchangeable for ourCommon Stock for a period of 45 days after the completion of this offering.See“Plan of Distribution”for more information.Nasdaq Symbol Our Common Stock is listed on Nasdaq under the symbol“IMNN.”Risk

154、Factors Investing in our securities involves a high degree of risk.You should carefullyreview and consider the“Risk Factors”section of this prospectus and in thedocuments incorporated by reference in this prospectus for a discussion of factors toconsider before deciding to invest in our securities.T

155、he number of shares of our Common Stock outstanding is based on an aggregate of 17,541,732 shares of our CommonStock outstanding as of May 16,2025,and excludes:1,942,351 shares of Common Stock issuable upon the exercise of outstanding stock options as of May 16,2025,having a weighted average exercis

156、e price of$1.79 per share;39,700 shares of Common Stock issuable upon the vesting of Common Stock awards as of May 16,2025,having aweighted average grant date fair value of$0.99 per share;2,234,060 shares of Common Stock issuable upon the exercise of outstanding warrants as of May 16,2025,having awe

157、ighted average exercise price of$3.19 per share;and 223,522 shares of Common Stock reserved for future issuance pursuant to our existing stock incentive plan.Except as otherwise noted,the above information reflects and assumes no sale of pre-funded warrants in this offering,which,if sold,would reduc

158、e the number of shares of Common Stock that we are offering on a one-for-one basis,no exercise of anycommon warrants issued in this offering,and no exercise of outstanding stock options or warrants after May 16,2025.52025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmht

159、tps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm15/55 RISK FACTORS In evaluating the Company,its business and any investment in the Company,you should carefully consider the followinginformation about risks,together with the other information described in or incorporated b

160、y reference in this prospectus,beforemaking an investment in our securities,including the additional risk factors incorporated by reference from Item 1A of theCompanys Annual Report on Form 10-K for the fiscal year ended December 31,2024,as filed with the SEC on February 27,2025,any subsequent Quart

161、erly Reports on Form 10-Q or Current Reports on Form 8-K,and all other documents incorporated byreference into this prospectus(see“Incorporation of Certain Information by Reference”).If any of the circumstances or eventsdescribed below actually arises or occurs,our business,results of operations,cas

162、h flows and financial condition could be harmed.In any such case,the market price of our Common Stock could decline,and you may lose all or part of your investment.Risks Related to this Offering and Our Securities Future sales and issuances of our Common Stock or other securities might result in sig

163、nificant dilution and could cause theprice of our Common Stock to decline.To raise capital,we may sell Common Stock,convertible securities or other equity securities in one or more transactions,at prices and in a manner we determine from time to time.The price per share at which we sell additional s

164、hares of our CommonStock,or securities convertible or exchangeable into Common Stock,in future transactions may be higher or lower than the priceper share paid by investors in this offering,and investors purchasing shares or other securities in the future could have rightssuperior to existing stockh

165、olders.We cannot predict what effect,if any,sales of shares of our Common Stock in the public market or the availability ofshares for sale will have on the market price of our Common Stock.However,future sales of substantial amounts of our CommonStock in the public market,including shares issued upo

166、n exercise of outstanding options or warrants,or the perception that suchsales may occur,could adversely affect the market price of our Common Stock.If you purchase shares of our Common Stock in this offering,you will incur immediate and substantial dilution in the bookvalue of your shares.Investors

167、 purchasing our securities in this offering will pay a price per share that substantially exceeds the net tangiblebook value per share.As a result,investors purchasing shares of our Common Stock in this offering will incur immediate dilutionof$0.26 per share,representing the difference between the a

168、ssumed public offering price per share of Common Stock andaccompanying common warrant and our pro forma net tangible book value per share as of March 31,2025.To the extentoutstanding options or warrants to purchase our Common Stock are exercised,new investors may incur further dilution.For moreinfor

169、mation on the dilution you may experience as a result of investing in this offering,see the section of this prospectus entitled“Dilution.”Stockholders will likely suffer substantial dilution when certain provisions in the common warrants are utilized.If the common warrants are exercised by way of a

170、zero exercise price exercise,assuming receipt of Stockholder Approval,such exercising holder will receive an aggregate number of shares equal to the product of(i)the aggregate number of shares ofCommon Stock that would be issuable upon a cash rather than a cashless exercise of the common warrant and

171、(ii)3.0,subject to alimitation on the aggregate number of shares of Common Stock potentially issuable in this offering of 90,000,000 shares ofCommon Stock.The number of shares issuable on the exercise of the common warrants under the zero exercise price provisionincreases as the stock price declines

172、.Accordingly,it is highly unlikely that a holder of the common warrants would wish to pay anexercise price in cash to receive one share of Common Stock when they could instead choose the zero exercise price option andpay no cash to receive three shares of Common Stock.As a result,we will likely not

173、receive,and do not expect to receive,anyadditional funds upon the exercise of the common warrants.If the zero exercise price provision is utilized,our stockholders maysuffer substantial dilution.On the Adjustment Date,the exercise price of the common warrants will be reduced to the greater of the Fl

174、oor Price andthe lowest daily dollar volume-weighted average price during the period beginning two full trading days prior to the AdjustmentDate and ending on the 10th trading day after the Adjustment Date.Upon any such resulting adjustment of the exercise price of thecommon warrants,the number of s

175、hares of Common Stock issuable under the common warrants will be increased such that theaggregate exercise price of a common warrant(adjusted for any exercises by a holder prior to this adjustment)will remainunchanged following such adjustment.Notwithstanding the foregoing,the number of shares poten

176、tially issuable upon exercise ofthe common warrants is limited by the number of available shares of authorized Common Stock;accordingly,the aggregatenumber of shares of Common Stock potentially issuable in this offering is limited to a total of 90,000,000 shares of CommonStock,with the number of sha

177、res of Common Stock potentially issuable upon exercise of the common warrants determined bysubtracting the aggregate number of shares of Common Stock or pre-funded warrants issued in this offering from 90,000,000shares.Each purchaser will receive a pro rata portion of such amount.As a result,the agg

178、regate number of shares of CommonStock underlying all of the common warrants may increase from 16,666,667 up to 73,333,333(in each case,based on an assumed2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388

179、/forms-1a.htm16/55public offering price of$0.48 per share),assuming full adjustment of the exercise price to the Floor Price and giving effect to the“zero exercise price”provision.When the above provisions in the common warrants are utilized,our stockholders will most likely suffer substantialdiluti

180、on.We will likely not receive any additional funds upon the exercise of the common warrants.The common warrants may be exercised by way of a zero exercise price exercise,in which case the holder would not paya cash purchase price upon exercise,but instead would receive upon such exercise the number

181、of shares of Common Stock equal tothe product of(i)the aggregate number of shares of Common Stock that would be issuable upon a cash exercise rather than acashless exercise of the common warrant multiplied by(ii)3.0,subject to a limitation on the aggregate number of shares ofCommon Stock potentially

182、 issuable in this offering of 90,000,000 shares of Common Stock.The number of shares issuable on theexercise of the common warrants under the zero exercise price provision increases as the stock price declines.Accordingly,it ishighly unlikely that a holder of the common warrants would wish to pay an

183、 exercise price in cash to receive one share of CommonStock when they could instead choose the zero exercise price option and pay no cash to receive three shares of Common Stock.Asa result,we will likely not receive,and do not expect to receive,any additional funds upon the exercise of the common wa

184、rrants.The exercisability of the common warrants is contingent upon us obtaining Stockholder Approval.If we do not obtain suchStockholder Approval,the common warrants may never become exercisable.The common warrants are not immediately exercisable,as their exercisability is contingent upon us obtain

185、ing StockholderApproval.The common warrants will become exercisable on Initial Exercise Date(i.e.,the date on which we file a Current Reporton Form 8-K with the SEC giving public notice of Stockholder Approval)and will expire two and one-half(2.5)years after theInitial Exercise Date.We have agreed t

186、o hold a meeting to obtain Stockholder Approval as soon as practicable following theclosing of this offering,but no later than sixty(60)days following the closing of this offering,and further agreed to cause anadditional stockholder meeting to be held every ninety(90)days thereafter until such Stock

187、holder Approval is obtained.We cannotassure you that we will be able to obtain requisite Stockholder Approval.In the event that we cannot obtain Stockholder Approval,the common warrants may never become exercisable.If we are unable to obtain Stockholder Approval,the common warrants willhave no value

188、.Any market activity involving short selling or other market making activities could result in negative impact to the market pricefor our Common Stock.Short selling is a method used to capitalize on an expected decline in the market price of a security and could depress theprice of our Common Stock,

189、which could further increase the potential for future short sales.While the securities purchaseagreement contains a prohibition against short sales between the date the offering closes and the Adjustment Date,in the event thestockholders purchasing in this offering directly or indirectly undertake a

190、ny short selling,it is likely that any such sales activitieswould negatively impact the market price of our Common Stock.In addition,the sale of our Common Stock could also encourageshort sales by market participants,which could create negative market momentum.Continued short selling may bring about

191、 atemporary,or possibly long term,decline in the market price of our Common Stock.The Company cannot predict the size of futureissuances or sales of Common Stock or the effect,if any,that future issuances and sales of Common Stock will have on its marketprice or the activities of short sellers.Sales

192、 involving significant amounts of Common Stock,including issuances made in theordinary course of the Companys business,or the perception that such sales could occur,may materially and adversely affectprevailing market prices of the Common Stock.Management will have broad discretion as to the use of

193、the proceeds from the offering and uses may not improve our financialcondition or market value.Because we have not designated the amount of net proceeds from the offering to be used for any particular purpose,ourmanagement will have broad discretion as to the application of such net proceeds and cou

194、ld use them for purposes other than thosecontemplated hereby.Our management may use the net proceeds for corporate purposes that may not improve our financialcondition or market value.There is no public market for the common warrants or pre-funded warrants being offered in this offering.There is no

195、established public trading market for the common warrants or pre-funded warrants being offered in thisoffering,and we do not expect a market to develop.In addition,we do not intend to apply to list the common warrants or pre-funded warrants on any securities exchange or nationally recognized trading

196、 system,including Nasdaq.Without an active market,the liquidity of the common warrants and pre-funded warrants will be limited.62025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm17/55 Holders

197、of common warrants or pre-funded warrants purchased in this offering will have no rights as Common Stockholdersuntil such holders exercise their warrants or pre-funded warrants and acquire our Common Stock.Until holders of common warrants or pre-funded warrants acquire shares of our Common Stock upo

198、n exercise thereof,holders of such warrants will have no rights with respect to the shares of our Common Stock underlying such warrants.Uponexercise of the common warrants or pre-funded warrants,the holders will be entitled to exercise the rights of a CommonStockholder only as to matters for which t

199、he record date occurs after the exercise date.The common warrants and pre-funded warrants are speculative in nature,and the common warrants may not have any value.The common warrants and pre-funded warrants offered hereby do not confer any rights of Common Stock ownership ontheir holders,such as vot

200、ing rights,but rather merely represent the right to acquire shares of our Common Stock at a fixed price.Each common warrant offered hereby will become exercisable beginning on the Initial Exercise Date at an assumed exercise priceper share of$0.96,equal to 200%of the assumed combined public offering

201、 price per share of Common Stock and accompanyingcommon warrant(the closing price of our Common Stock on Nasdaq on May 16,2025),and will expire two and one-half(2.5)years after the Initial Exercise Date.In the event that we are unable to obtain Stockholder Approval,the common warrants will notbe exe

202、rcisable and therefore will have no value.There is no established public trading market for common warrants and pre-fundedwarrants being offered in this offering,and we do not expect a market to develop.In addition,we do not intend to apply to list thecommon warrants or pre-funded warrants on any se

203、curities exchange or nationally recognized trading system,including Nasdaq.Without an active market,the liquidity of the common warrants and pre-funded warrants will be limited.This is a reasonable best-efforts offering,with no minimum amount of securities required to be sold,and we may sell fewer t

204、hanall of the securities offered hereby.The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in thisoffering.The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of anyspecific numb

205、er or dollar amount of the securities.There is no required minimum number of securities that must be sold as acondition to completion of this offering,and there can be no assurance that the offering contemplated hereby will ultimately beconsummated.Even if we sell securities offered hereby,because t

206、here is no minimum offering amount required as a condition toclosing of this offering,the actual offering amount is not presently determinable and may be substantially less than the maximumamount set forth on the cover page of this prospectus.We may sell fewer than all of the securities offered here

207、by,which maysignificantly reduce the amount of proceeds received by us.Thus,we may not raise the amount of capital we believe is required forour operations in the short-term and may need to raise additional funds,which may not be available or available on termsacceptable to us.72025/5/20 10:46sec.go

208、v/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm18/55 Because there is no minimum required for the offering to close,investors in this offering will not receive a refund in the eventthat we do not sell an amount

209、 of securities sufficient to pursue the business goals outlined in this prospectus.We have not specified a minimum offering amount nor have or will we establish an escrow account in connection withthis offering.Because there is no escrow account and no minimum offering amount,investors could be in a

210、 position where theyhave invested in our Company,but we are unable to fulfill our objectives due to a lack of interest in this offering.Further,becausethere is no escrow account in operation and no minimum investment amount,any proceeds from the sale of securities offered by uswill be available for

211、our immediate use,despite uncertainty about whether we would be able to use such funds to effectivelyimplement our business plan.Investor funds will not be returned under any circumstances whether during or after the offering.This offering may cause the trading price of our Common Stock to decrease.

212、The price per share,together with the number of shares of Common Stock we issue if this offering is completed,mayresult in an immediate decrease in the market price of our Common Stock.This decrease may continue after the completion of thisoffering.Our Common Stock may be delisted from Nasdaq if we

213、fail to comply with continued listing standards.Our Common Stock is currently traded on Nasdaq under the symbol“IMNN.”If we fail to comply with Nasdaqscontinued listing standards,we may be delisted and our Common Stock will trade,if at all,only on the over-the-counter market,such as the OTC Bulletin

214、 Board or OTCQX market,and then only if one or more registered broker-dealer market makers complywith quotation requirements.In addition,delisting of our Common Stock could depress our stock price,substantially limit liquidityof our Common Stock and materially adversely affect our ability to raise c

215、apital on terms acceptable to us,or at all.Further,delisting of our Common Stock would likely result in our Common Stock becoming a“penny stock”under the Exchange Act.On November 26,2024,we received a notice from Nasdaq staff(the“Staff”)notifying us that,based upon the closing bidprice of our Common

216、 Stock,for the 30 consecutive business days prior to the notice,we no longer met the requirement to maintaina minimum closing bid price of$1.00 per share,as set forth in Nasdaq Listing Rule 5550(a)(2).In accordance with Nasdaq ListingRule 5810(c)(3)(A),we were granted 180 calendar days,or until May

217、27,2025,to regain compliance with the minimum bid pricerule.To regain compliance,the closing bid price of our Common Stock must be$1.00 per share or more for a minimum of 10consecutive business days at any time before May 27,2025.If we do not regain compliance with Rule 5550(a)(2)by May 27,2025,we m

218、ay be eligible for an additional 180 calendar day compliance period.To qualify,we will be required to meet thecontinued listing requirement for market value of publicly held shares and all other Nasdaq initial listing standards,except the bidprice requirement,and would need to provide written notice

219、 to Nasdaq of our intention to cure the deficiency during the secondcompliance period.If it appears to the Staff that we will not be able to cure the deficiency,or if we are otherwise not eligible,Nasdaq would notify us that our securities will be subject to delisting.In the event of such notificati

220、on,we may appeal the Staffsdetermination to delist our securities,but there can be no assurance the Staff would grant our request for continued listing.If our Common Stock were to be delisted by Nasdaq,it may be eligible for quotation on an over-the-counter quotationsystem or on the pink sheets.Upon

221、 any such delisting,our Common Stock would become subject to the regulations of the SECrelating to the market for penny stocks.A penny stock is any equity security not traded on a national securities exchange that has amarket price of less than$5.00 per share.The regulations applicable to penny stoc

222、ks may severely affect the market liquidity forour Common Stock and could limit the ability of stockholders to sell securities in the secondary market.In such a case,an investormay find it more difficult to dispose of or obtain accurate quotations as to the market value of our Common Stock,and there

223、 can beno assurance that our Common Stock will be eligible for trading or quotation on any alternative exchanges or markets.82025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm19/55 Delisting f

224、rom Nasdaq could adversely affect our ability to raise additional financing through public or private sales ofequity securities,would significantly affect the ability of investors to trade our securities and would negatively affect the value andliquidity of our Common Stock.Delisting could also have

225、 other negative results,including the potential loss of confidence byemployees,the loss of institutional investor interest and fewer business development opportunities.Nasdaq may delist our Common Stock for public interest concerns.Because of the highly dilutive nature of this offering and the high

226、risk of our Common Stock falling back intononcompliance with the continuing listing standards of Nasdaq,Nasdaq may delist our Common Stock for public interest concerns,even if we are able to regain compliance for continued listing on Nasdaq under the minimum closing bid price requirement,asdescribed

227、 in the risk factor above.We are aware of public disclosures made by other Nasdaq-listed companies disclosing that suchcompanies received notification letters from Nasdaq indicating that Nasdaq determined to delist such companies as a result ofpublic interest concerns arising from the issuance of wa

228、rrants with similar terms to,and similar potential dilutive impact as,thecommon warrants in this offering.We will need to raise additional capital to fund our planned future operations,and we may be unable to secure such capitalwithout significant dilutive financing transactions,or at all.If we are

229、not able to raise additional capital,we may not be able tocomplete the development,testing and commercialization of our drug candidates and will not be able to continue as a goingconcern.We have not generated significant revenue and have incurred significant net losses in each year since our incepti

230、on.Forthe quarter ended March 31,2025 and the year ended December 31,2024,we incurred a net loss of$4.1 million and$18.6 million,respectively,and used$2.8 million and$18.9 million,respectively,to fund operations.As of March 31,2025,we have incurredapproximately$411 million of cumulative net losses.A

231、s of March 31,2025 and December 31,2024,we had cash and cashequivalents of$2.9 million and$5.9 million,respectively.We have substantial future capital requirements,including to continue our research and development activities andadvance our drug candidates through various development stages,includin

232、g the Phase 3 registrational trial of IMNN-001 inadvanced ovarian cancer.We are unable to estimate the duration and completion costs of our research and development projects orwhen,if ever,and to what extent we will receive cash inflows from the commercialization and sale of a product.Our inability

233、tocomplete any of our research and development activities,preclinical studies or clinical trials in a timely manner or our failure toenter into collaborative agreements when appropriate could significantly increase our capital requirements and could adverselyimpact our liquidity.While our estimated

234、future capital requirements are uncertain and could increase or decrease as a result ofmany factors,including the extent to which we choose to advance our research,development activities,preclinical studies andclinical trials,or if we are in a position to pursue manufacturing or commercialization ac

235、tivities,we will need significant additionalcapital to develop our drug candidates through development and clinical trials,obtain regulatory approvals and manufacture andcommercialize approved products,if any.We do not know whether we will be able to access additional capital when needed or onterms

236、favorable to us or our stockholders.Our inability to raise additional capital,or to do so on terms reasonably acceptable to us,would jeopardize the future success of our business.In addition,our unaudited financial statements for the quarter ended March 31,2025 and our audited financial statementsfo

237、r the year ended December 31,2024 were prepared under the assumption that we would continue as a going concern.However,we have concluded that there is substantial doubt about our ability to continue as a going concern,therefore our independentregistered public accounting firm included a“going concer

238、n”explanatory paragraph in its report on our financial statements for theyear ended December 31,2024 included in our Annual Report on Form 10-K for the year ended December 31,2024,indicatingthat,without additional sources of funding,our cash at December 31,2024 is not sufficient for us to operate as

239、 a going concern fora period of at least one year from the date that the financial statements included in the Annual Report on Form 10-K for the yearended December 31,2024 were issued.Managements plans concerning these matters,including our need to raise additionalcapital,are described in the Quarte

240、rly Report on Form 10-Q for the quarter ended March 31,2025 and the Annual Report on Form10-K for the year ended December 31,2024,however,management cannot assure you that its plans will be successful.If wecannot continue as a viable entity,our stockholders would likely lose most or all of their inv

241、estment in us.Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights notavailable to purchasers that purchase without the benefit of a securities purchase agreement.In addition to rights and remedies available to all purchasers in this off

242、ering under federal securities and state law,thepurchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us.Theability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely

243、availableto them under the securities purchase agreement.We have never paid dividends on our capital stock,and we do not anticipate paying dividends in the foreseeable future.2025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/74964

244、7/000164117225011388/forms-1a.htm20/55We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund thegrowth of our business.We may also enter into credit agreements or other borrowing arrangements in the future that will restrictour ability to

245、declare or pay cash dividends on our Common Stock.Any determination to pay dividends in the future will be at thediscretion of our board of directors and will depend on our financial condition,operating results,capital requirements,generalbusiness conditions and other factors that our board of direc

246、tors may deem relevant.As a result,capital appreciation,if any,of thesecurities will be the sole source of gain,if any,for the foreseeable future.92025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1

247、a.htm21/55 CAPITALIZATION The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31,2025:on an actual basis;on a pro forma basis to give effect to the Warrant Exchange;and on a pro forma as adjusted basis to give further effect to the sale of 16,666,

248、667 shares of Common Stock andaccompanying common warrants in the offering at an assumed public offering price of$0.48 per share of CommonStock and accompanying warrant(which was the closing price of our Common Stock on Nasdaq on May 16,2025),after deducting Placement Agent fees and estimated offeri

249、ng expenses payable by us,and assuming no sale of anypre-funded warrants in this offering and no exercise of the common warrants issued in connection with this offering.You should read the following table in conjunction with the sections entitled“Use of Proceeds”included elsewhere in thisprospectus

250、and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our consolidatedfinancial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31,2024 and ourQuarterly Report on Form 10-Q for the quarter ended March 31,2025,

251、each of which is incorporated herein by reference.Actual Pro Forma Pro Forma AsAdjusted (unaudited)(unaudited)(unaudited)Cash and cash equivalents$2,871,756$2,871,756$10,027,907 Stockholders equity:Preferred stock,par value$0.01 per share;100,000 sharesauthorized;0 shares issued and outstanding Comm

252、on stock,par value$0.01 per share;112,500,000shares authorized,14,620,732 shares issued andoutstanding,actual,17,541,732 shares issued andoutstanding,pro forma,34,208,399 shares issued andoutstanding,pro forma as adjusted 146,207 175,417 342,083 Additional paid-in capital 411,296,548 411,267,338 418

253、,256,823 Accumulated deficit (410,905,539)(410,905,539)(410,905,539)Accumulated other comprehensive income Treasury stock (85,188)(85,188)(85,188)Total stockholders equity$452,028$452,028$7,608,179 Total capitalization$452,028$452,028$7,608,179 A$0.10 increase(decrease)in the assumed combined public

254、 offering price per share of Common Stock and commonwarrants of$0.48 would increase(decrease)the pro forma as adjusted amount of additional paid-in capital,total stockholdersequity and total capitalization by approximately$1.6 million($1.6 million),assuming that the number of shares of Common Stocko

255、ffered by us,as set forth on the cover page of this prospectus,remains the same and after deducting estimated Placement Agentfees and estimated offering expenses payable by us and assuming no exercise of common warrants or sale of pre-funded warrants.An increase(decrease)of 1,000,000 in the number o

256、f shares of Common Stock and accompanying common warrants offered by uswould increase(decrease)the pro forma as adjusted amount of additional paid-in capital,total stockholders equity and totalcapitalization by approximately$0.4 million($0.4 million),assuming no change in the public offering price p

257、er share of CommonStock and accompanying common warrant,and after deducting estimated Placement Agent fees and estimated offering expensespayable by us.The discussion and table above are based on 14,620,732 shares outstanding as of March 31,2025 and excludes the following:1,942,351 shares of Common

258、Stock issuable upon the exercise of outstanding stock options as of March 31,2025,having a weighted average exercise price of$1.78 per share;39,700 shares of Common Stock issuable upon the vesting of Common Stock awards as of March 31,2025,having aweighted average grant date fair value of$0.99 per s

259、hare;5,155,060 shares of Common Stock issuable upon the exercise of outstanding warrants as of March 31,2025,havinga weighted average exercise price of$2.51 per share;and 223,522 shares of Common Stock reserved for future issuance pursuant to our existing stock incentive plan.The information discuss

260、ed above is illustrative only and will adjust based on the actual public offering price and otherterms of this offering determined at pricing.102025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.h

261、tm22/55 DILUTION If you purchase securities in this offering,assuming no sale of any pre-funded warrants and no exercise of the commonwarrants issued in connection with this offering,your ownership interest will be immediately diluted to the extent of the differencebetween the combined public offeri

262、ng price per share of our Common Stock and accompanying warrant in this offering and the proforma as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering.Our net tangible book value as of March 31,2025 was approximately$0.5 million,or approx

263、imately$0.03 per share ofour Common Stock.Our net tangible book value is the amount of our total tangible assets minus total liabilities.Net tangible bookvalue per share as of March 31,2025 is our net tangible book value divided by the number of shares of Common Stock outstandingas of March 31,2025.

264、Our pro forma net tangible book value as of March 31,2025 was$0.5 million,or approximately$0.01 per share ofCommon Stock.Pro forma net tangible book value per share represents our net tangible book value(as described above)divided bythe number of shares of Common Stock outstanding as of March 31,202

265、5,after giving effect to the Warrant Exchange.After giving further effect to the sale of the maximum number of securities offered hereby,or 16,666,667 shares ofCommon Stock(assuming no sale of any pre-funded warrants and no exercise of the common warrants)in this offering at anassumed combined publi

266、c offering price of$0.48 per share of Common Stock and accompanying common warrant(the lastreported sale price of our Common Stock on Nasdaq on May 16,2025),and after deducting estimated Placement Agent fees andestimated offering expenses payable by us,our pro forma as adjusted net tangible book val

267、ue as of March 31,2025 would havebeen approximately$7.6 million,or approximately$0.22 per share of Common Stock.This amount represents an immediateincrease in pro forma as adjusted net tangible book value of$0.21 per share of Common Stock to our existing stockholders and animmediate dilution of$0.26

268、 per share of Common Stock to investors participating in this offering.We determine dilution per shareof Common Stock to investors participating in this offering by subtracting pro forma as adjusted net tangible book value per shareof Common Stock after giving effect to this offering from the combin

269、ed public offering price per share of Common Stock andaccompanying common warrant paid by investors participating in this offering.Assumed combined public offering price per share of Common Stockand accompanying common warrant$0.48 Historical net tangible book value per share as of March 31,2025$0.0

270、3 Increase(decrease)per share attributable to the pro forma adjustmentsdescribed above (0.02)Pro forma net tangible book value per share as of March 31,2025 beforegiving effect to this offering$0.01 Increase in pro forma net tangible book value per share attributable tothis offering$0.21 Pro forma a

271、s adjusted tangible book value per share,after giving effect tothis offering$0.22 Dilution per share to investors in this offering$0.26 A$0.10 increase(decrease)in the assumed combined public offering price per share of Common Stock and commonwarrants of$0.48 would increase(decrease)the pro forma as

272、 adjusted net tangible book value by approximately$0.05($0.05)pershare and the dilution to new investors by$0.31($0.20)per share,assuming that the number of shares of Common Stock offeredby us,as set forth on the cover page of this prospectus,remains the same and after deducting estimated Placement

273、Agent fees andestimated offering expenses payable by us and assuming no exercise of common warrants or sale of pre-funded warrants.Anincrease(decrease)of 1,000,000 in the number of shares of Common Stock and accompanying common warrants offered by uswould increase(decrease)the pro forma as adjusted

274、net tangible book value by approximately$(0.01)($0.02)per share and thedilution to new investors by$0.25($0.28)per share,assuming no change in the combined public offering price per share ofCommon Stock and accompanying common warrant,and after deducting estimated Placement Agent fees and estimated

275、offeringexpenses payable by us and assuming no exercise of common warrants or sale of pre-funded warrants.The number of shares of our Common Stock outstanding is based on an aggregate of 14,620,732 shares of our CommonStock outstanding as of March 31,2025 and excludes:1,942,352 shares of Common Stoc

276、k issuable upon the exercise of outstanding stock options as of March 31,2025,having a weighted average exercise price of$1.78 per share;39,700 shares of Common Stock issuable upon the vesting of Common Stock awards as of March 31,2025,having aweighted average grant date fair value of$0.99 per share

277、;5,155,060 shares of Common Stock issuable upon the exercise of outstanding warrants as of March 31,2025,havinga weighted average exercise price of$2.51 per share;and 223,522 shares of Common Stock reserved for future issuance pursuant to our existing stock incentive plan.2025/5/20 10:46sec.gov/Arch

278、ives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm23/55 To the extent that any outstanding stock options or warrants are exercised,new stock options are issued under our stockincentive plans,or we otherwise issue additi

279、onal shares of Common Stock or securities convertible into or exercisable for CommonStock in the future,at a price less than the public offering price,there will be further dilution to new investors.The information discussed above is illustrative only and will adjust based on the actual public offer

280、ing price and otherterms of this offering determined at pricing.Except as indicated otherwise,the discussion and table above assume no exercise ofcommon warrants offered hereby and no sale of pre-funded warrants,which,if sold,would reduce the number of shares ofCommon Stock that we are offering on a

281、 one-for-one basis.The foregoing discussion and table also does not take into account any“zero exercise price”exercises of the common warrants,pursuant to which a holder of a common warrant has the right to receivean aggregate number of shares equal to the product of(i)the aggregate number of shares

282、 of Common Stock that would be issuableupon a cash rather than a cashless exercise of the common warrant and(ii)3.0,subject to a limitation on the aggregate number ofshares of Common Stock potentially issuable in this offering of 90,000,000 shares of Common Stock.112025/5/20 10:46sec.gov/Archives/ed

283、gar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm24/55 USE OF PROCEEDS We estimate that we will receive net proceeds from this offering of approximately$7.2 million(assuming the sale of themaximum number of securities offered

284、 hereby),based upon an assumed public offering price of$0.48 per share of Common Stockand accompanying common warrant(which is the last reported sale price of our Common Stock on Nasdaq on May 16,2025),afterdeducting the estimated Placement Agent fees and estimated offering expenses payable by us an

285、d assuming no issuance of any pre-funded warrants and no exercise of the common warrants.However,because this is a reasonable best-efforts offering with nominimum number of securities or amount of proceeds as a condition to closing,the actual offering amount,Placement Agent fees,and net proceeds to

286、us are not presently determinable and may be substantially less than the maximum amounts set forth on thecover page of this prospectus,and we may not sell all or any of the securities we are offering.As a result,we may receivesignificantly less in net proceeds.Based on the assumed offering price set

287、 forth above,we estimate that our net proceeds from thesale of 75%,50%,and 25%of the securities offered in this offering would be approximately$5.3 million,$3.4 million,and$1.6million,respectively,after deducting the estimated Placement Agent fees and estimated offering expenses payable by us,andass

288、uming no issuance of any pre-funded warrants and assuming no exercise of the common warrants.These estimates exclude theproceeds,if any,from the exercise of common warrants offered hereby.We will only receive additional proceeds from the exerciseof the common warrants we are selling in this offering

289、 if Stockholder Approval is obtained and such common warrants areexercised for cash.However,the common warrants may be exercised by way of a“zero exercise price”exercise,meaning that theholder thereof may not pay a cash purchase price upon exercise,but instead would receive upon such exercise three

290、shares of ourCommon Stock for every common warrant they exercise.Accordingly,if Stockholder Approval is obtained and the commonwarrants are exercisable,we will likely not receive any additional funds upon the exercise of common warrants.Each$0.10 increase(decrease)in the assumed public offering pric

291、e of$0.48 per share of Common Stock andaccompanying common warrant would increase(decrease)our net proceeds from this offering by approximately$1.6 million($1.6million),assuming that the number of shares of Common Stock offered by us remains the same,and after deducting estimatedPlacement Agent fees

292、 and estimated offering expenses payable by us.An increase(decrease)of 1,000,000 in the number of sharesof Common Stock and accompanying common warrants offered by us would increase(decrease)our net proceeds from thisoffering by approximately$0.4 million($0.4 million),assuming no change in the publi

293、c offering price per share of Common Stockand accompanying common warrant,and after deducting estimated Placement Agent fees and estimated offering expenses payableby us.We intend to use the net proceeds of this offering for general corporate purposes,including the clinical development of ourlead pr

294、oduct candidate(IMNN-001),capital expenditures and working capital.Our expected use of net proceeds from the offering represents our current intentions based upon our present plans andbusiness condition.Investors are cautioned,however,that expenditures may vary substantially from these uses.Investor

295、s will berelying on the judgment of our management,who will have broad discretion regarding the application of the proceeds of thisoffering.The amounts and timing of our actual expenditures will depend upon numerous factors,including the amount of cashnecessary to run our operations,the amount of co

296、mpetition and other operational factors.Pending the uses described above,wemay invest the net proceeds from this offering in short-and intermediate-term,interest-bearing obligations,investment-gradeinstruments,demand deposits,certificates of deposit or direct or guaranteed obligations of the U.S.gov

297、ernment.122025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm25/55 DESCRIPTION OF CAPITAL STOCK The following summary of the general terms and provisions of our capital stock does not purport t

298、o be complete and issubject to,and qualified in its entirety by,reference to our Amended and Restated Certificate of Incorporation(“Certificate ofIncorporation”)and our Amended and Restated Bylaws(“Bylaws”),each of which is incorporated by reference as an exhibit to ourmost recent Annual Report file

299、d with the SEC,and applicable provisions of the Delaware General Corporation Law(the“DGCL”).The summaries below do not purport to be complete statements of the relevant provisions of the Certificate of Incorporation,theBylaws or the DGCL.Authorized Capital Stock Our authorized capital stock consists

300、 of 112,500,000 shares of Common Stock,par value$0.01 per share and 100,000shares of preferred stock,par value$0.01 per share,all of which preferred stock is undesignated.Common Stock Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of

301、stockholders and do not have cumulative voting rights.Subject to any preferential rights of any outstanding preferred stock,holdersof Common Stock are entitled to receive ratably such dividends,if any,as may be declared from time to time by our board ofdirectors out of funds legally available theref

302、or.In the event of a dissolution,liquidation or winding-up of the Company,holders ofCommon Stock are entitled to share ratably in all assets remaining after payment of liabilities and any preferential rights of anyoutstanding preferred stock.Holders of Common Stock have no preemptive or conversion r

303、ights or other subscription rights.There are no redemptionor sinking fund provisions applicable to our 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 affect

304、ed by,the rights of the holders of shares of any series of preferred stock which may be designated and issued in the future.Our Common Stock is listed on Nasdaq under the symbol“IMNN.”Transfer Agent and Registrar The transfer agent and registrar for our Common Stock is Equiniti Trust Company,LLC.Equ

305、initi Trust Company,LLC islocated at 6201 15th Avenue,Brooklyn,NY 11219.Their telephone number is(888)999-0032.Preferred Stock Undesignated Preferred Stock Pursuant to our Certificate of Incorporation,our board of directors has the authority,without further action by thestockholders(unless such stoc

306、kholder action is required by applicable law or Nasdaq rules),to designate and issue shares ofpreferred stock in one or more series,to establish from time to time the number of shares to be included in each such series,to fixthe designations,powers(including voting),privileges,preferences and relati

307、ve participating,optional or other rights,if any,of theshares of each such series and the qualifications,limitations or restrictions thereof and to increase or decrease the number of sharesof any such series,but not below the number of shares of such series then outstanding.We will fix the designati

308、ons,powers(including voting),privileges,preferences and relative participating,optional or otherrights,if any,of the preferred stock of each series,as well as the qualifications,limitations or restrictions thereof,in the certificateof designation relating to that series.The certificate of designatio

309、n will describe the terms of the series of preferred stock.Thisdescription will include:the title and stated value;the number of shares we are offering;132025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/

310、forms-1a.htm26/55 the liquidation preference per share;the purchase price;the dividend rate,period and payment date and method of calculation for dividends;whether dividends will be cumulative or non-cumulative and,if cumulative,the date from which dividends willaccumulate;the procedures for any auc

311、tion or remarketing,if any;the provisions for a sinking fund,if any;the provisions for redemption or repurchase,if applicable,and any restrictions on our ability to exercise thoseredemption and repurchase rights;any listing of the preferred stock on any securities exchange or market;whether the pref

312、erred stock will be convertible into or exchangeable for other securities and,if applicable,theconversion price,or how it will be calculated,and the conversion period;voting rights,if any,of the preferred stock;preemptive rights,if any;restrictions on transfer,sale or other assignment,if any;liabili

313、ty as to further calls or to assessment by the Company,if any;a discussion of any material U.S.federal income tax considerations applicable to the preferred stock;the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate,dissolve orwind up our affai

314、rs;any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the seriesof preferred stock as to dividend rights and rights if we liquidate,dissolve or wind up our affairs;and any other specific terms,preferences,rights or limitations of,or restri

315、ctions on,the preferred stock.The DGCL provides that the holders of preferred stock will have the right to vote separately as a class or,in some cases,as a series on an amendment to our Certificate of Incorporation if the amendment would change the par value or,unless ourCertificate of Incorporation

316、 provides otherwise,the number of authorized shares of the class or the powers,preferences or specialrights of the class or series so as to adversely affect the class or series,as the case may be.This right is in addition to any votingrights that may be provided in the applicable certificate of desi

317、gnation.Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adverselyaffect the voting power or other rights of the holders of our Common Stock or other securities.Preferred stock could be issuedquickly with terms designed to delay or prev

318、ent a change in control of our Company or make removal of management moredifficult.Additionally,the issuance of preferred stock may have the effect of decreasing the market price of our Common Stock.142025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov

319、/Archives/edgar/data/749647/000164117225011388/forms-1a.htm27/55 Anti-Takeover Considerations and Special Provisions of Our Certificate of Incorporation,Our Bylaws and the DelawareGeneral Corporation Law Certificate of Incorporation and Bylaws A number of provisions of our Certificate of Incorporati

320、on and Bylaws concern matters of corporate governance and therights of our stockholders.Provisions that grant our board of directors the ability to issue shares of preferred stock and to set thevoting rights,preferences and other terms thereof may discourage takeover attempts that are not first appr

321、oved by our board ofdirectors,including takeovers that may be considered by some stockholders to be in their best interests,such as those attempts thatmight result in a premium over the market price for the shares held by stockholders.Certain provisions could delay or impede theremoval of incumbent

322、directors even if such removal would be beneficial to our stockholders,such as the classification of ourboard of directors and the lack of cumulative voting.Since our board of directors has the power to retain and discharge our officers,these provisions could also make it moredifficult for existing

323、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 ourmanagement.These provisions are intended to enhance the likelihood of continued stability in the composition of our board ofd

324、irectors and in the policies they implement and to discourage certain types of transactions that may involve an actual or threatenedchange of our control.These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal.Theprovisions also are intended to discourage cer

325、tain tactics that may be used in proxy fights.However,such provisions could have theeffect of discouraging others from making tender offers for our shares and,as a consequence,they also may inhibit fluctuations inthe market price of our shares that could result from actual or rumored takeover attemp

326、ts.These provisions also could discourage or make more difficult a merger,tender offer or proxy contest,even if they couldbe favorable to the interests of stockholders and could potentially depress the market price of our Common Stock.Our board ofdirectors believes that these provisions are appropri

327、ate 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 of directors to be divided into three classes,withstaggered three-year terms.Only one class of directors is elected at eac

328、h annual meeting of our stockholders,with the other classescontinuing 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 all of o

329、ur directors due tobe 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 ourboard of directors.A special meeting of our stockholders may be called at

330、 any time by our board of directors,the chairman of ourboard of directors or the president.Our Bylaws provide that(i)our board of directors can fix separate record dates for determiningstockholders entitled to receive notice of a stockholder meeting and for determining stockholders entitled to vote

331、at the meeting;(ii)we may hold a stockholder meeting by means of remote communications;(iii)any stockholder seeking to have the stockholdersauthorize or take corporate action by written consent shall,by written notice to the secretary of the Company,request that the boardof directors fix a record da

332、te,and that the board of directors shall adopt a resolution fixing the record date in all events within tencalendar days after a request is received;and(iv)a written consent of stockholders shall not be effective unless a written consentsigned by a sufficient number of stockholders to take such acti

333、on is received by us within 60 calendar days of the earliest datedwritten consent received.152025/5/20 10:46sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/749647/000164117225011388/forms-1a.htm28/55 Advance Notice Requirements for Stockholder Proposals and Director Nominations Our Bylaws provide that stockholders seeking to bring business b