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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): August 11, 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.
The
Compensation Committee and the Board of Directors of Imunon, Inc. (the “Company”), as applicable, approved compensatory programs
for certain executive officers, pursuant to which such executive officers may elect to receive a percentage of their base salary in the
form of shares of common stock and will receive additional shares of common stock in connection with such election.
| Name
and Title |
|
Percentage
of Base Salary that May be Paid in Shares |
|
Additional
Shares Issuable |
| Stacy
Lindborg, President and Chief Executive Officer |
|
Up
to 50% |
|
12%
of the aggregate dollar amount of the net stock payment, as amended to 35% for shares issuable on August 14 and 17.5% for the shares
issuable on each pay date beginning on August 28, 2026 and ending on September 25, 2026 |
| Michael
Tardugno, Executive Chairman |
|
Up
to 100% |
|
20%
of the aggregate dollar amount of the net stock payment on July 31, 40% for shares issuable on August 14 and 20% for the shares issuable
on each pay date beginning on August 28, 2026 and ending on September 25, 2026 |
| Douglas
Faller, Chief Medical Officer |
|
Up
to 40% |
|
12%
of the aggregate dollar amount of the net stock payment, as amended to 15% for shares issuable on each pay date beginning on July
31, 2026 and ending on September 25, 2026 |
The
shares issuable to Dr. Lindborg and Mr. Tardugno were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended, as transactions by the Company not involving a public offering. The shares issuable to Dr. Faller will be issued
pursuant to the Imunon, Inc. 2018 Stock Incentive Plan, as amended and restated.
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:
August 11, 2026 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |
