[8-K] Imunon, Inc. Reports Material Event

Rhea-AI Filing Summary

Imunon, Inc. filed a Form 8-K reporting that it amended its Certificate of Incorporation to implement a 1-for-15 reverse stock split of its common stock. The Certificate of Amendment was filed on 21 Jul 2025 and the split becomes effective 25 Jul 2025 at 12:01 a.m. ET.

At the effective time, every fifteen pre-split shares will be combined into one post-split share, reducing the number of outstanding shares from approximately 31.8 million to 2.1 million. Authorized share counts, par value and voting rights remain unchanged. Post-split shares will continue trading on Nasdaq under ticker IMNN with a new CUSIP 15117N701.

No fractional shares will be issued; stockholders otherwise entitled to fractions will receive one whole post-split share. Equiniti Trust Company is the exchange agent. Book-entry holders need not act; broker-held positions adjust automatically. The share reduction is proportionally reflected in all active S-1, S-3 and S-8 registration statements pursuant to Rule 416(b).

Positive

• No fractional shares; each holder receives one whole post-split share, avoiding cash settlement.

Negative

• None.

Insights

Financial Analyst

Reverse split compresses share count fifteenfold, maintains capitalization, signals compliance action; fundamentally neutral with minor administrative impacts on holders and registration statements going forward liquidity.

The 1-for-15 consolidation drops outstanding shares to roughly 2.1 M but leaves authorized shares, par value and voting rights intact, indicating no change to equity structure beyond optics and minimum-price maintenance. Because no cash is paid for fractional positions and each fraction is rounded up to a whole share, dilution is de minimis. Registration statements adjust automatically, avoiding prospectus amendments. Overall, the event is administrative and neutral to valuation.

Corporate Governance Expert

Charter amendment executed; shareholder rights unchanged, only share ratio adjusted.

The Board used previously granted authority to select a 15-to-1 ratio within the approved range and filed the requisite Certificate of Amendment. Because no change was made to authorized share levels, par value, or voting rights, the action does not materially alter governance dynamics. The whole-share rounding provision slightly favors investors by eliminating cash-in-lieu risk. Disclosure complies with Items 3.03, 5.03 and 7.01, limiting liability by treating the press release as furnished, not filed.

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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.

Item 8.01 Other Events.

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

FAQ

When does Imunons 1-for-15 reverse stock split become effective?

The split is effective on 25 Jul 2025 at 12:01 a.m. Eastern Time.

How many IMNN shares will be outstanding after the reverse split?

Outstanding shares will decrease from ≈31.8 million to ≈2.1 million.

Will Imunons ticker symbol change after the split?

No. The stock will continue to trade as IMNN on Nasdaq, but with new CUSIP 15117N701.

How are fractional IMNN shares handled?

Fractional shares will not be issued; affected holders receive one whole share of post-split common stock.

Does the reverse split affect authorized share count or par value?

No. Authorized shares, par value and voting rights remain unchanged.

Who is the exchange agent for the split?

Equiniti Trust Company will act as exchange agent.