Imunon 将已全额核销的 ThermoDox 资产出售给未获融资的 VoxelDox，无首付款、对价高度或有

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 20, 2026
Imunon,
Inc.
(Exact
name of registrant as specified in its Charter)
Delaware
001-15911
52-1256615
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
997
Lenox Drive
,
Suite 100
,
Lawrenceville
,
NJ
08648-2311
(Address
of principal executive offices)
(Zip
Code)
(609)
896-9100
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act
Title
of each class
Trading
symbol(s)
Name
of each exchange on which registered
Common stock, par value
$0.01 per share
IMNN
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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
7.01 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press Release of Imunon, Inc., dated October 21, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
IMUNON INC.
Dated: October 21, 2026
By:
/s/
Josh Blacher
Josh Blacher
Interim
Chief Financial Officer

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EX-99.1
2
ex99-1.htm
EX-99.1
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 financing to support initiation of a Phase 1 clinical
trial in patients with glioblastoma. The companies are announcing the agreement in advance of closing to provide visibility into the
intended transaction and IMUNON’s continued strategic focus. The transaction enables IMUNON to retain potential long-term economic
participation in ThermoDox while dedicating its financial and operational resources to advancing IMNN-001, the Company’s lead clinical
program.
“We
are pleased that ThermoDox has found a steward committed to advancing its development for the benefit of patients,” said Stacy
R. Lindborg, Ph.D., President and Chief Executive Officer of IMUNON. “This agreement is consistent with our previously announced
strategy to identify a development partner for this promising drug candidate and demonstrates our disciplined approach to portfolio management
and capital allocation. By creating a path to realize future value from a legacy asset that has been fully written off, the transaction
allows our organization to remain singularly focused on the successful execution of the pivotal Phase 3 OVATION 3 trial of IMNN-001 in
frontline advanced ovarian cancer. We look forward to following VoxelDox’s progress as it works to advance this technology for
patients with glioblastoma.”
Under
the terms of the agreement, upon completion of VoxelDox’s financing, IMUNON will receive an equity interest of approximately 4.76%
in VoxelDox, together with the potential to receive up to $16.5 million in aggregate development and sales-based milestone payments and
tiered royalties ranging from 3.5% to 6% on net sales of ThermoDox-related products, if approved. IMUNON’s realization of any milestone
or royalty payments, or of value from its equity position, is subject to VoxelDox’s success in financing, developing, and, if applicable,
commercializing the asset, and there can be no assurance that any such value will be realized.
About
VoxelDox Therapeutics, Inc.
VoxelDox
Therapeutics is an emerging biotechnology company developing a precision oncology platform that integrates voxel-level measurement, heat-activated
drug delivery, and image-guided treatment optimization. By combining spatially controlled thermal energy with temperature-sensitive therapeutics,
VoxelDox aims to localize treatment where it is needed most. Initially focused on glioblastoma, the company is advancing a novel approach
to targeted therapy with potential applications across a range of solid tumors. Moving beyond precision in diagnosis to precision in
delivery, VoxelDox is advancing the future of precise medicine, one voxel at a time. For more information, visit
www.voxeldoxtx.com
.
About
IMUNON
IMUNON
is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural
mechanisms 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 gene-based delivery of cytokines and other therapeutic proteins in the treatment of solid tumors where an immunological
approach is deemed promising. The second modality, PlaCCine
®
, is developed for the gene delivery of viral antigens that
can elicit a strong immunological response.
The
Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer
that has completed multiple clinical trials, including one Phase 2 clinical trial (OVATION 2), and is currently being studied in a Phase
3 clinical trial (OVATION 3). IMNN-001 works by instructing the body to produce safe and durable levels of powerful cancer-fighting molecules,
such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company has completed dosing in a first-in-human study
of its COVID-19 booster vaccine (IMNN-101). The Company will continue to leverage these modalities and to advance, either directly or
through partnership, the technological frontier of plasmid DNA to better serve patients with difficult-to-treat conditions. For more
information, please visit
www.imunon.com
.
Forward-Looking
Statements
IMUNON
wishes to inform readers that forward-looking statements in this release are made pursuant to the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, but not
limited to, statements regarding expectations regarding the timing and enrollment of the Company’s clinical trials, the potential
of any therapies developed by the Company to fulfill unmet medical needs, the market potential for the Company’s products, if approved,
the potential efficacy and safety profile of our product candidates, and the Company’s plans and expectations with respect to its
development programs more generally, are forward-looking statements. We generally identify forward-looking statements by using words
such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,”
“intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances).
Readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, uncertainties
relating to unforeseen changes in the course of research and development activities and in clinical trials, including the fact that interim
results are not necessarily indicative of final results; the uncertainties of and difficulties in analyzing interim clinical data; the
significant expense, time and risk of failure in conducting clinical trials; the need for IMUNON to evaluate its future development plans;
possible actions by customers, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in IMUNON’s
filings with the Securities and Exchange Commission. IMUNON assumes no obligation, except to the extent required by law, to update or
supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
Contacts
Investors
Valter
Pinto
KCSA
Strategic Communications
212-896-1254
imunon@kcsa.com