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Imunon (NASDAQ: IMNN) approves new change-in-control severance for execs

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

Rhea-AI Filing Summary

Imunon, Inc. entered into change of control agreements with its Chief Executive Officer and President Stacy Lindborg, Chief Medical Officer Douglas Faller, and General Counsel and Corporate Secretary Susan Eylward. These agreements define severance benefits if employment ends in connection with a corporate change in control.

If terminated without cause or leaving for good reason on or within one year after or four months before a change in control, Dr. Lindborg receives a lump sum of 2.5 times her annual base salary plus target bonus, while Dr. Faller and Ms. Eylward receive 1.5 times that sum. Imunon will also cover COBRA health and life insurance premiums for up to eighteen months for the two officers and twenty-four months for Dr. Lindborg, and fully accelerate their outstanding equity awards, subject to a release of claims.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO severance multiple 2.5x salary plus target bonus Lump sum if terminated in connection with change in control
Other executives’ severance multiple 1.5x salary plus target bonus Applies to Chief Medical Officer and General Counsel
Coverage window after change in control One year after or four months prior Period around change in control when qualifying terminations are covered
COBRA and life insurance for CMO and GC Up to 18 months Premiums paid or reimbursed after qualifying termination
COBRA and life insurance for CEO Up to 24 months Premiums paid or reimbursed after qualifying termination
change in control financial
"in connection with a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
good reason financial
"or in the event that the executive terminates his or her employment for good reason"
Consolidated Omnibus Budget Reconciliation Act regulatory
"to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act and life insurance coverage"
equity awards financial
"The executive would also be entitled to full acceleration of his or her then-outstanding equity awards"
Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.
Understanding 8-K Material Events →
false 0000749647 0000749647 2026-05-01 2026-05-01 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): 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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Imunon (IMNN) announce in this 8-K filing?

Imunon approved new change of control agreements for three senior executives. These contracts define cash severance, benefits continuation, and equity award treatment if their employment ends in specified circumstances around a corporate change in control, adding clear terms to existing compensation arrangements.

Which Imunon executives are covered by the new change of control agreements?

The agreements cover Chief Executive Officer and President Stacy Lindborg, Chief Medical Officer Douglas Faller, and General Counsel and Corporate Secretary Susan Eylward. Each executive receives defined severance protections if terminated without cause or resigning for good reason in connection with a change in control.

How is cash severance calculated under Imunon’s change of control agreements?

If triggered, Dr. Lindborg receives 2.5 times her annual base salary plus target annual bonus. Dr. Faller and Ms. Eylward each receive 1.5 times that combined amount, payable in a lump sum tied to the fiscal year in which their qualifying termination occurs.

What happens to Imunon executives’ health and life insurance after a qualifying termination?

Imunon will pay or reimburse COBRA health coverage and life insurance premiums for the executives and eligible dependents. This continues for up to eighteen months for Dr. Faller and Ms. Eylward and for up to twenty-four months for Dr. Lindborg following a covered termination event.

How are Imunon equity awards treated under the change of control agreements?

Upon a qualifying termination tied to a change in control, executives receive full acceleration of all outstanding equity awards granted by Imunon. Options and similar awards generally remain exercisable for the original term, subject to specific limits described for awards vesting after the change in control.

Do Imunon executives need to waive claims to receive change of control benefits?

Yes. Each executive’s right to receive severance and related benefits under the change of control agreement is conditioned on executing a release of claims in favor of Imunon upon termination of employment, aligning the payouts with a comprehensive settlement of potential employment-related claims.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents