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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 |