REGISTRATION
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 of
incorporation
or organization)
(Primary
Standard Industrial
Classification
Code Number)
(I.R.S.
Employer
Identification
No.)
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
(609)
896-9100
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stacy
Lindborg
President
and Chief Executive Officer
Imunon,
Inc.
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
(609)
896-9100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Michael
Riella, Esq.
Megan
Gates, Esq.
Sarah
Griffiths, Esq.
Covington
& Burling LLP
One International Place, Suite 1020
Boston, MA 02110-2600
(617) 603-8800
David
Danovitch, Esq.
Michael
DeDonato, Esq.
Sullivan
& Worcester LLP
1251
Avenue of the Americas, 19th Floor
New
York, NY 10020
(212) 660-3060
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
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 the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement 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 list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Registration Statement on Form S-1 of Imunon, Inc. (File No. 333-299647), is being filed solely for the purpose
of filing certain exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of
Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration
Statement is unchanged and has therefore been omitted.
Item
16. Exhibits and Financial Statement Schedules.
(a)
The exhibits set forth below have been or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K.
Management
contract or compensatory plan or arrangement.
***
Certain
schedules and exhibits to this Exhibit have been omitted. The Company agrees to furnish a copy of the omitted schedules and exhibits
to the Securities and Exchange Commission on a supplemental basis upon its request.
†
Certain
confidential information contained in this exhibit, marked by brackets and asterisks, has been omitted pursuant to Item 601(b)(10)(iv)
of Regulation S-K because the information (i) is not material and (ii) is the type of information that the Company both customarily
and actually treats as private and confidential.
+
Previously
filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrenceville, State of New Jersey, on October 27, 2026.
IMUNON,
INC.
By:
/s/
Stacy R. Lindborg, Ph.D.
Stacy
R. Lindborg, Ph.D.
President
and Chief Executive Officer
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stacy Lindborg, Josh Blacher, and
Sara Turken and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities
Act, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other
documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included
in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.