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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): May 1, 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.
| (e) |
Compensatory
Arrangements of Certain Officers. |
On
May 1, 2026, Imunon, Inc. (the “Company”) entered into change of control agreements (“CIC Agreements”),
following approval of the Compensation Committee of the Board of Directors (the “Board”) of the Company with each of
Stacy Lindborg, the Company’s Chief Executive Officer and President, Douglas Faller, the Company’s Chief Medical
Officer, and Susan Eylward, the Company’s General Counsel and Corporate Secretary, to provide severance benefits to these
executives should their employment terminate in certain circumstances in connection with a change in control of the Company. The
following summary is qualified in its entirety by the provisions of the CIC Agreement.
Under
the CIC Agreement, in the event that the Company terminates the executive’s employment without cause or in the event that the executive
terminates his or her employment for good reason, in either case on or within one year after or four months prior to a change in control
of the Company, the executive would be entitled to receive a lump sum payment equal to 2.5 (in the case of Dr, Lindborg) or 1.5 (in the
case of the other executive officers) times the sum of (1) the executive’s annual base salary and (2) the executive’s target
annual bonus for the fiscal year in which the termination occurs. (For these purposes, the terms “cause,” “good reason”
and “change in control” are each defined in the CIC Agreement.) In addition, the Company will pay or reimburse the executive
for the cost of the premiums charged to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act and life
insurance coverage for the executive and his eligible dependents, for a period of up to eighteen months following the termination (in
the case of Dr. Lindborg, twenty-four months). The executive would also be entitled to full acceleration of his or her then-outstanding
equity awards granted to the executive by the Company. In the case of options or similar awards, the award would generally remain exercisable
for the remainder of the original term of the award (or, in the case of awards that vested after the date of the change in control, for
the lesser of 18 months following the last day such award would have been exercisable under the applicable award agreement and the remainder
of the original term). If an executive is entitled to receive severance benefits in connection with a termination of employment under
any other agreement, then such executive shall be entitled to receive the greater of the severance benefits, without a duplication of
benefits. The executive’s right to benefits under the CIC Agreement is subject to execution of a release of claims in favor of
the Company upon the termination of his employment.
The foregoing summary of the change in control agreements does not purport to be complete and is qualified in its entirety by reference
to the form agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Change in Control Agreement |
| |
|
|
| 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:
May 4, 2026 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |
