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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 21, 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 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
3.03 |
Material
Modification to Rights of Security Holders. |
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
July 21, 2025, Imunon, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Restated
Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the
State of Delaware to effect a one-for-fifteen (1-for-15) reverse stock split (the “Reverse Stock Split”) of its outstanding
common stock, par value $0.01 per share (the “Common Stock”). The Reverse Stock Split will become effective on July 25, 2025
at 12:01 a.m. Eastern Time (the “Effective Time”).
At
the Company’s Annual Meeting of Stockholders held on July 11, 2025, the stockholders approved a proposal to authorize a
reverse stock split of the Company’s Common Stock, at a ratio within the range of 1-for-5 to 1-for-18, with such ratio to be
determined in the discretion of the Company’s Board of Directors (the “Board”) . The Board approved the Reverse
Stock Split ratio on July 11, 2025.
As
a result of the Reverse Stock Split, at the Effective Time, every fifteen (15) shares of the Company’s outstanding pre-Reverse
Stock Split Common Stock will automatically be combined into one (1) share of outstanding Common Stock. The Company’s post-Reverse
Stock Split Common Stock will begin trading on The Nasdaq Stock Market LLC when the market opens on July 25, 2025 under the existing
ticker symbol “IMNN” and a new CUSIP number of 15117N701. The Reverse Stock Split will not change the authorized number of
shares or the par value of the Common Stock or preferred stock, nor any voting rights of the Common Stock. The Reverse Stock Split will
reduce the number of shares of Common Stock outstanding from approximately 31.8 million to approximately 2.1 million.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive
a fractional share will be entitled to receive one full share of post-Reverse Stock Split Common Stock, in lieu of receiving such fractional
shares.
The
Company’s transfer agent, Equiniti Trust Company, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders
holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to
receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any
action in connection with the Reverse Stock Split.
The
foregoing description is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
| Item
7.01 |
Regulation
FD Disclosure |
On
July 23, 2025, the Company issued a press release announcing that it had filed the Certificate of Amendment with the Secretary of State
of the State of Delaware and other matters related to the Reverse Stock Split. The press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01 and the press release attached to this Current Report on Form 8-K as Exhibit 99.1 shall be deemed to
be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
The
Company has registration statements on Form S-1 (File Nos. 333-287699, 333-221543, 333-219414, 333-217156, 333-214353, 333-234603 and
333-281834), registration statements on Form S-3 (File Nos. 333-174960, 333-183286, 333-198786, 333-193936, 333-205608, 333-206789, 333-227236,
333-240271, 333-249420 and 333-279425) and registration statements on Form S-8 (File Nos. 33 139784, 333-145680, 333-183288, 333-207864
and 333-281833) on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the
Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the termination of the offerings covered by registration statements filed on Form S-1, Form S-3 or Form S-8, as applicable.
The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements.
Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference
into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act,
the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described
above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Amendment to the Restated Certificate of Incorporation, dated July 21, 2025 |
| 99.1 |
|
Press Release, dated July 23, 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 23, 2025 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |
