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0000749647
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2025-07-11
2025-07-11
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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 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. |
At
the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Imunon, Inc. (the “Company”) held on July 11,
2025, and as further described in Item 5.07 below, upon the recommendation of the Company’s board of directors, the Company’s
stockholders voted on and approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation
(the “Certificate of Incorporation”), to increase the number of authorized shares of common stock from 112,500,000 shares
to 350,000,000 shares, and to make a corresponding change to the number of authorized shares of capital stock.
This
description is a summary of the Amendment and is qualified in its entirety by reference to the text of Proposal 5 in the Company’s
definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on June 9, 2025 (the
“Proxy Statement”) and the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
The
Amendment became effective on July 11, 2025 upon filing with the Secretary of State of the State of Delaware.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
described under Item 3.03 above, on July 11, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware.
The information in Item 3.03 is hereby incorporated by reference into this Item 5.03.
| Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
July 11, 2025, the Company held its Annual Meeting. Set forth below are the matters acted upon at the Annual Meeting and the final voting
results on each matter, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on June 9, 2025.
Proposal
1
The
Company’s stockholders elected the individuals listed below as Class III directors of the Company’s board of directors until
the Company’s 2028 annual meeting of stockholders. The results of the vote were as follows:
| Nominee |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Mr.
Michael H. Tardugno |
|
4,115,496 |
|
2,037,632 |
|
3,362,064 |
| Dr.
Donald P. Braun |
|
4,100,166 |
|
2,052,962 |
|
3,362,064 |
In
addition to the directors elected above, Dr. Stacy R. Lindborg, James E. Dentzer, Frederick J. Fritz, and Christine A. Pellizzari continued
to serve as directors after the Annual Meeting.
Proposal
2
The
Company’s stockholders ratified the appointment of WithumSmith + Brown, PC as the independent registered public accounting firm
for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For |
|
Against |
|
Abstain |
| 7,241,780 |
|
731,946 |
|
1,541,466 |
Proposal
3
The
proposal to approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers (“Say-on-Pay”),
was approved based upon the following votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 3,403,847 |
|
754,391 |
|
1,994,890 |
|
3,362,064 |
Proposal
4
The
proposal to approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common
stock underlying certain warrants issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of May 23, 2025,
by and among the Company and certain institutional and accredited investors, and the Engagement Letter, between the Company and H.C.
Wainwright & Co., LLC, dated as of May 22, 2025 was approved based upon the following votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 4,560,066 |
|
777,619 |
|
815,443 |
|
3,362,064 |
Proposal
5
The
proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of our
authorized shares of common stock from 112,500,000 shares to 350,000,000 shares and to make a corresponding change to the number of authorized
shares of capital stock was approved based upon the following votes:
| For |
|
Against |
|
Abstain |
| 6,460,459 |
|
2,132,048 |
|
922,685 |
Proposal
6
The
proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion
of our Board of Directors, a reverse stock split at a ratio between, and including, 1:5 and 1:18, with the exact ratio to be set within
that range at the discretion of our Board of Directors without further approval or authorization of our stockholders was approved based
upon the following votes:
| For |
|
Against |
|
Abstain |
| 6,051,762 |
|
2,535,644 |
|
927,786 |
Proposal
7
The
proposal to approve an Amendment to the IMUNON, INC. 2018 Stock Incentive Plan to increase the aggregate number of shares of common stock
that may be delivered pursuant to all awards granted under the Plan was approved based upon the following votes:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 3,173,690 |
|
1,388,554 |
|
1,590,884 |
|
3,362,064 |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Amendment to the Restated Certificate of Incorporation, dated 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 11, 2025 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |
