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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): July 11, 2025
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 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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
Delisting
Notice
As
previously disclosed, on November 26, 2024, Imunon, Inc. (“the Company”) received a letter from the staff (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common
stock, for the previous 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid
price of $1.00 per share (the “Minimum Bid Price Requirement”) for continued listing on The Nasdaq Capital Market, as set
forth in Nasdaq Listing Rule 5550(a)(2) (the “Original Notice”). As the Company did not regain compliance with the Minimum
Bid Price Requirement by May 27, 2025, and it was determined that the Company is not eligible for another 180 calendar-day extension
because it did not meet the minimum stockholders’ equity initial listing requirements of $5,000,000 for The Nasdaq Capital Market,
as set forth under Nasdaq Listing Rule 5505(b), the Company received a delisting determination letter on May 28, 2025 (the “Delisting
Determination Letter”).
As
previously reported, the Company received a deficiency letter on May 19, 2025 from the Staff notifying the Company that it is no longer
in compliance with the minimum stockholders’ equity requirement (the “Minimum Stockholders’ Equity Requirement”)
for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). Pursuant to Nasdaq Listing Rule 5810(d)(2),
the failure to comply with the Minimum Stockholders’ Equity Requirement has individually become an additional and separate basis
for delisting.
The
Delisting Determination Letter stated that unless the Company requested a hearing before a Nasdaq Hearing Panel (“Panel”)
to appeal Nasdaq’s delisting determination by June 4, 2025, trading of the common stock will be suspended at the opening of business
on June 6, 2025, and the Company’s common stock will be delisted from Nasdaq. The Company timely requested a hearing before the
Panel, which request stayed any further suspension or delisting action by Nasdaq, pending the ultimate conclusion of the hearing process.
On
July 11, 2025, the Panel notified the Company that it has granted Company’s request for an exception (the “Exception”)
tailored to the time needed for the Company to regain compliance with the Minimum Bid Price Requirement and the Minimum Stockholders’
Equity Requirement.
Pursuant
to the Exception, the Company is required to provide the Panel with prompt notification of any significant events that occur, including
any event that may call into question the Company’s ability to satisfy the terms of the Exception.
There
can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in
compliance with other applicable Nasdaq listing rules or that the Company will be able to successfully implement a reverse stock split
if it decides to pursue one.
If
the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s common stock or
to obtain accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting could also
impair the Company’s ability to raise capital and/or trigger defaults and penalties under outstanding agreements or securities
of the Company.
Except
for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict,
including statements regarding the Company’s ability to regain compliance with Nasdaq’s continued listing requirement. Words
such as “will,” “believes,” “intends,” “expects,” “plans,” and similar expressions,
or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.
Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained
in such statements, including, without limitation, risks related to the Company’s ability to regain compliance with Nasdaq’s
continued listing requirements or otherwise maintain compliance with any other listing requirement of The Nasdaq Capital Market, the
potential delisting of the Company’s common stock from The Nasdaq Capital Market due to the Company’s failure to comply with
the applicable rules, the timing of the hearing and the Panel’s decision, which hearing may be scheduled, and such decision may
be issued, more quickly than expected, the outcome of the hearing and the Panel’s decision, and the other risks set forth in the
Company’s filings with the Securities and Exchange Commission. The forward-looking statements contained in this report speak only
as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes
in information, events or circumstances after the date of this report, unless required by law.
| Item 5.02 |
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At
the Company’s 2025 Annual Meeting of Stockholders held on July 11, 2025 (the “Annual Meeting”), 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 March 14, 2025. 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 2,000,000 shares so that the new aggregate share limit
for the Plan is 3,970,000 shares.
A
copy of the IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of July 11, 2025, is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of July 11, 2025 |
| 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:
July 14, 2025 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |
