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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): February 2, 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.
Retirement
of Chief Scientific Officer
On
February 2, 2026, Khursheed Anwer informed Imunon, Inc. (the “Company”) of his intent to retire as Executive Vice President
and Chief Scientific Officer from the Company, and Dr. Anwer’s employment with the Company will end, effective February 20, 2026
(the “Retirement Date”). Dr. Anwer’s departure is without any disagreements with management. To help ensure a smooth
transition of his responsibilities, Dr. Anwer and the Company agreed that he will transition to a consulting role with the Company.
On
February 4, 2026, the Company and Dr. Anwer entered into a retirement and consulting agreement (the “Retirement and Consulting
Agreement”) pursuant to which he will provide the Company consulting services from his Retirement Date until December 31, 2026
(the “Consulting Period”). During the Consulting Period, Dr. Anwer will be paid a monthly retainer of $10,000. In addition,
pursuant to the Retirement and Consulting Agreement, Dr. Anwer is entitled to receive (i) within 30 days following his Retirement Date,
any accrued but unpaid salary and any unreimbursed business expenses incurred prior to his Retirement Date, (ii) continued payment of
his base salary as severance pay for a period of twelve months following the Retirement Date and (iii) Company-paid COBRA coverage for
a period of twelve months following the Retirement Date. The Retirement and Consulting Agreement is subject to a customary release of
claims in the Company’s favor.
The
foregoing description of the Retirement and Consulting Agreement is not complete and is qualified in its entirety by reference to the
Retirement and Consulting Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Retirement and Consulting Agreement, dated February 4, 2026, between Imunon, Inc. and Khursheed Anwer |
| |
|
|
| 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:
February 5, 2026 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |