UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On August 1, 2024, Imunon, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective registration statement on Form S-3 (File No. 333-279425) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission, under the Securities Act of 1933, as amended, with respect to the sale and issuance in a registered direct offering by the Company of 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share.
In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Covington & Burling LLP, regarding the validity of the Shares being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 5.1 | Opinion of Covington & Burling LLP | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
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: August 1, 2024 | By: | /s/ David Gaiero |
| David Gaiero | ||
| Chief Financial Officer | ||
Exhibit 5.1
 |
 |
August 1, 2024
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Ladies and Gentlemen:
We have acted as counsel to Imunon, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated July 30, 2024, by and among the Company and the purchasers named on the signature pages thereto (the “Purchasers”). The offer and sale of the Shares are being registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-279425), which was filed with the United States Securities and Exchange Commission (the “Commission”) on May 15, 2024 (such registration statement, as amended to the date hereof, is referred to herein as the “Registration Statement”).
We have reviewed:
| (i) | the Purchase Agreement; | |
| (ii) | the Registration Statement; | |
| (iii) | the prospectus, dated May 22, 2024, included in the Registration Statement (the “Base Prospectus”); | |
| (iv) | the notice of the Registration Statement’s effectiveness, dated May 22, 2024, posted on the website of the Commission at www.sec.gov; and | |
| (v) | the prospectus, consisting of the Base Prospectus, as supplemented by the prospectus supplement dated July 30, 2024, relating to the offering of the Shares, filed with the Commission on August 1, 2024 pursuant to Rule 424(b) under the Securities Act. |
We have also reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
Based upon the foregoing, and subject to the assumptions and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company pursuant to the terms of the Purchase Agreement and upon receipt by the Company of full payment therefor in accordance with the Purchase Agreement, will be validly issued, fully paid and non-assessable.
Imunon, Inc.
August 1, 2024
Page 2
We are members of the bar of the Commonwealth of Massachusetts. We do not express any opinion herein on any laws other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated the date hereof related to the offering of the Shares. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ Covington & Burling LLP |