STOCK TITAN

Imunon (IMNN) shareholders boost stock plan pool and reelect directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Imunon, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders approved an amendment to the 2018 Stock Incentive Plan to add 1,000,000 shares of common stock, bringing the plan’s aggregate share limit to 1,265,004 shares.

Shareholders elected two Class I directors, Frederick J. Fritz and Christine A. Pellizzari, to serve until the 2029 annual meeting. They also ratified WithumSmith + Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, 2025 executive compensation.

As of the record date, 3,983,342 shares of common stock were outstanding and entitled to vote, and 1,808,666 shares were represented in person or by proxy at the meeting, constituting a quorum.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share increase 1,000,000 shares Additional shares added to 2018 Stock Incentive Plan
New plan limit 1,265,004 shares Aggregate share limit under 2018 Stock Incentive Plan after amendment
Shares outstanding 3,983,342 shares Common stock outstanding and entitled to vote as of record date
Shares represented 1,808,666 shares Shares present in person or by proxy at Annual Meeting (quorum)
Auditor ratification For votes 1,715,881 shares Votes in favor of WithumSmith + Brown, PC for FY 2026
Say-on-Pay For votes 580,096 shares Votes supporting 2025 named executive officer compensation
Plan amendment For votes 562,622 shares Votes supporting increase in shares under 2018 Stock Incentive Plan
2018 Stock Incentive Plan financial
"approved an amendment to the IMUNON, Inc. 2018 Stock Incentive Plan (the “Plan”)"
quorum regulatory
"1,808,666 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent registered public accounting firm regulatory
"ratified the appointment of WithumSmith + Brown, PC as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Say-on-Pay financial
"The proposal to approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers (“Say-on-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes regulatory
"For | | Against | | Abstain | | Broker Non-Votes 580,096 | | 115,666 | | 22,529 | | 1,090,375"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0000749647 0000749647 2026-06-16 2026-06-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 16, 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Imunon, Inc. (the “Company”) held on June 16, 2026, the Company’s stockholders approved an amendment to the IMUNON, Inc. 2018 Stock Incentive Plan (the “Plan”), which amendment was approved by the Company’s board of directors on February 27, 2026. The amendment increased the aggregate number of shares of common stock that may be delivered pursuant to all awards granted under the Plan by an additional 1,000,000 shares so that the new aggregate share limit for the Plan is 1,265,004 shares.

A copy of the IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 16, 2026, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

As of the record date for the determination of shareholders entitled to vote at the Meeting, there were 3,983,342 shares of the Company’s common stock outstanding and entitled to vote. At the Annual Meeting, 1,808,666 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 4, 2026.

 

Proposal 1

 

The Company’s stockholders elected the individuals listed below as Class I directors of the Company’s board of directors until the Company’s 2029 annual meeting of stockholders. The results of the vote were as follows:

 

Nominee   For   Withheld   Broker Non-Votes
Mr. Frederick J. Fritz   647,890   70,401   1,090,375
Ms. Christine A. Pellizzari   653,302   64,989   1,090,375

 

In addition to the directors elected above, Dr. Stacy R. Lindborg, Mr. Michael H. Tardugno, Mr. James E. Dentzer, and Dr. Donald P. Braun continued to serve as directors after the Annual Meeting.

 

Proposal 2

 

The Company’s stockholders ratified the appointment of WithumSmith + Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

 

For   Against   Abstain
1,715,881   81,399   11,386

 

Proposal 3

 

The proposal to approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers (“Say-on-Pay”), was approved based upon the following votes:

 

For   Against   Abstain   Broker Non-Votes
580,096   115,666   22,529   1,090,375

 

Proposal 4

 

The proposal to approve an Amendment to the IMUNON, INC. 2018 Stock Incentive Plan to increase the aggregate number of shares of common stock that may be delivered pursuant to all awards granted under the Plan was approved based upon the following votes:

 

For   Against   Abstain   Broker Non-Votes
562,622   137,055   18,614   1,090,375

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  Description
     
10.1   IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 16, 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: June 16, 2026 By: /s/ Susan Eylward
    Susan Eylward
    General Counsel and Corporate Secretary

 

 

 

FAQ

What did Imunon (IMNN) shareholders approve regarding the 2018 Stock Incentive Plan?

Imunon shareholders approved an amendment to the 2018 Stock Incentive Plan adding 1,000,000 shares, raising the plan’s aggregate share limit to 1,265,004 shares. This approval allows the company to grant additional equity awards under the plan going forward, subject to its existing terms.

How many Imunon (IMNN) shares were outstanding and represented at the 2026 Annual Meeting?

As of the record date, Imunon had 3,983,342 common shares outstanding and entitled to vote. At the Annual Meeting, 1,808,666 shares were represented in person or by proxy, which the company reports was sufficient to constitute a quorum for conducting official business.

Which directors were elected at Imunon’s 2026 Annual Meeting?

Shareholders elected Frederick J. Fritz and Christine A. Pellizzari as Class I directors to serve until Imunon’s 2029 annual meeting. Their elections received more votes “For” than “Withheld,” with additional broker non-votes reported in the final tally disclosed by the company.

Did Imunon (IMNN) shareholders ratify the company’s independent auditor for 2026?

Yes. Shareholders ratified WithumSmith + Brown, PC as Imunon’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote results were 1,715,881 shares “For,” 81,399 “Against,” and 11,386 “Abstain,” confirming shareholder support for this appointment.

How did Imunon (IMNN) shareholders vote on the 2025 Say-on-Pay proposal?

Shareholders approved, on an advisory basis, the 2025 compensation of Imunon’s named executive officers. The vote totals were 580,096 shares “For,” 115,666 “Against,” 22,529 “Abstain,” and 1,090,375 broker non-votes, indicating advisory support for the disclosed executive compensation program.

What were the voting results on Imunon’s amendment to increase stock plan shares?

The amendment to increase shares under Imunon’s 2018 Stock Incentive Plan was approved with 562,622 votes “For,” 137,055 “Against,” 18,614 “Abstain,” and 1,090,375 broker non-votes. This vote authorizes a higher aggregate share limit for future awards under the plan.

Filing Exhibits & Attachments

4 documents