Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On October 20, 2026, Imunon, Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Purchase Agreement ”) with VoxelDox Therapeutics, Inc.…
Filed Oct 21, 2026Accepted Oct 21, 2026, 8:15 AM EDTCIK 749647Accession 0001493152-26-047850
Imunon is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms with the aim to generate safe, effective and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies. Imunon is developing its non-viral DNA technology across its modalities. The first modality, TheraPlas®, is developed for the coding of proteins and cytokines in the treatment of solid tumors where an immunological approach is deemed promising. The second modality, PlaCCine®, is developed for the coding of viral antigens that can elicit a strong immunological response. This technology may represent a promising platform for the development of vaccines in infectious diseases.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
October 20, 2026, Imunon, Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Purchase
Agreement ”) with VoxelDox Therapeutics, Inc. (“ VoxelDox ”), pursuant to which the Company agreed
to sell to VoxelDox the Company’s assets relating to ThermoDox®, a heat-activated liposomal formulation of doxorubicin (the
“ Purchased Assets ”), including related trademarks, regulatory filings, clinical and preclinical data, manufacturing
know-how and existing drug product vials. VoxelDox intends to develop ThermoDox for glioblastoma and other high-grade gliomas. The transaction
is contingent on VoxelDox raising at least $2.5 million. If it does not raise this funding, the transaction will not close and the Company
will receive no consideration.
If
the transaction closes, VoxelDox will issue to the Company shares of VoxelDox common stock equal to 4.76% of its fully diluted capitalization.
VoxelDox will also pay the Company up to $16.5 million in milestone payments upon the achievement of specified clinical and regulatory
milestones, including initiation of a Phase 3 clinical trial of ThermoDox and FDA acceptance and approval of a New Drug Application.
In addition, VoxelDox will pay royalties on annual net sales. If VoxelDox determines in good faith that the transferred ThermoDox vials
are not usable, milestone payments and royalty rates will be reduced by 50%.
Until
VoxelDox completes a qualified equity financing, the Company may appoint one of VoxelDox’s five directors and one non-voting observer.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.
Subject
to VoxelDox board approval and separate consulting agreements, VoxelDox will grant Michael H. Tardugno, the Company’s Executive
Chairman, and Frederick J. Fritz, a member of the Company’s Board of Directors, shares of VoxelDox common stock each equal to 2.38%
of its fully diluted capitalization, vesting monthly over 36 months, for consulting services to VoxelDox. Other than as described above,
there is no material relationship between the Company and VoxelDox.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for
the year ending December 31, 2026.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
October 21, 2026, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. It shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit 99.1
IMUNON
Announces Strategic Sale of ThermoDox®
Agreement
with VoxelDox Therapeutics, Inc. Creates a Clear Path to Future Value, Subject to Achievement of Development Milestones in the Planned
Phase 1 Glioblastoma Trial
Sale
Reinforces IMUNON’s Commitment to Its Core Strategy: Executing the Pivotal Phase 3 OVATION 3 Trial of IMNN-001
LAWRENCEVILLE,
N.J., October 21, 2026 - IMUNON, Inc. (Nasdaq: IMNN), a clinical-stage biotechnology company developing DNA-mediated immunotherapies,
today announced that it has entered into an agreement to sell its rights to ThermoDox ®, a heat-activated liposomal formulation
of doxorubicin, to VoxelDox Therapeutics, Inc. (“VoxelDox”). Under the agreement, VoxelDox intends to advance the development
of ThermoDox for the treatment of glioblastoma multiforme (GBM), a difficult-to-treat form of brain cancer. In exchange, IMUNON will
receive an equity ownership stake in VoxelDox, payments of up to $16.5 million contingent upon meeting development milestones and significant
royalties on future net sales of ThermoDox product following commercial approval.
Closing
of the transaction is contingent upon VoxelDox completing a planned $2.5 million…