Imunon, Inc. has entered into an Asset Purchase Agreement with VoxelDox Therapeutics, Inc. to sell the rights to ThermoDox, a heat-activated liposomal formulation of doxorubicin. The transaction, signed on October 20, 2026, includes the transfer of ThermoDox-related trademarks, regulatory filings, clinical data, manufacturing know-how, and existing drug product vials.
Under the terms of the agreement, VoxelDox intends to develop ThermoDox for glioblastoma and other high-grade gliomas. The sale is contingent upon VoxelDox raising at least $2.5 million. If the financing is not completed, the transaction will not close, and Imunon will receive no consideration.
If the transaction closes, VoxelDox will issue Imunon shares of common stock equal to 4.76% of its fully diluted capitalization. Additionally, VoxelDox will pay Imunon up to $16.5 million in milestone payments upon the achievement of specified clinical and regulatory milestones, including the initiation of a Phase 3 clinical trial and FDA acceptance or approval of a New Drug Application. The agreement also includes tiered royalties ranging from 3.5% to 6% on net sales of ThermoDox-related products upon approval.
The agreement contains provisions for the reduction of milestone payments and royalty rates by 50% if VoxelDox determines in good faith that the transferred ThermoDox vials are not usable. Until VoxelDox completes a qualified equity financing, Imunon will be entitled to appoint one director and one non-voting observer to VoxelDox’s board.
Separately, subject to VoxelDox board approval and consulting agreements, VoxelDox will grant shares of common stock equal to 2.38% of its fully diluted capitalization to Imunon’s Executive Chairman, Michael H. Tardugno, and Board member Frederick J. Fritz. These shares will vest monthly over 36 months for consulting services.
Imunon stated that the sale allows the company to retain potential long-term economic participation in ThermoDox while dedicating its resources to advancing its lead clinical program, IMNN-001, in a Phase 3 trial for advanced ovarian cancer.
