| Stockholders’ Equity | Note
11. Stockholders’ Equity On
September 19, 2022, the Company announced a corporate name change to Imunon, Inc. The Company’s common stock will continue to trade
on the Nasdaq Stock Market under the ticker symbol “IMNN” and its CUSIP number (15117N602) remained unchanged. Reverse
Stock Split On
February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes
as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents
was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split.
In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602
although the Company’s ticker symbol, CLSN, remained unchanged. The
reverse stock split was previously approved by the Company’s stockholders at the 2022 Special Meeting held on February 24, 2022,
and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation. Immediately
prior to the reverse stock split, the Company had 86,557,736 5,770,467 6.6 0.4 2.5 0.2 At
the Market Offering Agreement On
May 25, 2022, the Company entered into an At the Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co.,
LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time, through Wainwright,
shares of the Company’s common stock having an aggregate offering price of up to $ 7,500,000 336,075 503,798 1,660,608 2,474,362 Series
A and Series B Convertible Redeemable Preferred Stock Offering On
January 10, 2022, the Company entered into a Securities Purchase Agreement (the “Preferred Stock Purchase Agreement”) with
several institutional investors, pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the
“Preferred Offerings”), (i) 50,000 0.01 50,000 0.01 285 5 300 14.25 28.50 300 13.65 1,098,901 300 15.00 1,000,000 The
Company held a special meeting of stockholders to consider an amendment (the “Amendment”) to the Company’s Certificate
of Incorporation, as amended, to effect a reverse stock split of the outstanding shares of common stock (“Common Stock”)
by a ratio to be determined by the Board of Directors of the Company (the “Reverse Stock Split”). The investors of the Preferred
Stock Purchase Agreement had agreed to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares
of the Preferred Stock until the Reverse Stock Split, to vote the shares of the Series A Preferred Stock purchased in the Preferred Offerings
in favor of such Amendment and to vote the shares of the Series B Preferred Stock purchased in the Preferred Offerings in a manner that
“mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and
Series A Preferred Stock are voted on the Reverse Stock Split and the Amendment. Pursuant
to the Preferred Stock Purchase Agreement, the Company filed two certificates of designation (the “Certificates of Designation”)
with the Secretary of the State of Delaware designating the rights, preferences, and limitations of the shares of Preferred Stock. The
Certificates of Designation provided, in particular, that the Preferred Stock had no voting rights, other than the right to vote as a
class on certain specified matters, except that (i) each share of Series A Preferred Stock had the right to vote, on an as converted
basis, on the Reverse Stock Split (together with the Company’s Common Stock and the Series B Preferred Stock as a single class),
and (ii) each share of Series B Preferred Stock had the right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse
Stock Split. The
holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares
of Common Stock. The Preferred Stock was convertible into shares of Common Stock at a rate of $ 13.65 15.00 Each
holder of the Preferred Stock had the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the
earlier of receipt of stockholder approval of the Reverse Stock Split or of 90 days following the original issue date until 120 days
following the original issue date, the “Redemption Date,” in cash at a redemption price equal to 105% of the stated value
plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest
on such dividends) up to, but excluding, the Redemption Date. 1,000,000 110,000 On
March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $ 300 50,000 50,000 The
Series A Preferred Stock and Series B Preferred Stock were recorded as a liability on the condensed consolidated balance sheet during
the first quarter of 2022 until the preferred shares were redeemed during the same quarter. The Company recognized $ 4,551,567 3,000,000 1,110,000 441,567 April
2022 Registered Direct Offering On
April 6, 2022, the Company entered into a Securities Purchase Agreement (the “April 2022 Purchase Agreement”) with several
institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “April 2022
Offering”), an aggregate of 1,328,274 5.27 7.0 In
connection with the April 2022 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (the
“April 2022 Placement Agent”) pursuant to which the Company agreed to pay the April 2022 Placement Agent a cash fee equal
to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold in the April 2022 Offering and reimburse the April
2022 Placement Agent for certain of their expenses in an amount not to exceed $50,000. |
