false
0000749647
0000749647
2026-01-07
2026-01-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 7, 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.
Resignation
of Interim Chief Financial Officer
On
January 7, 2026, Imunon, Inc. (the “Company”) announced that Kimberly Graper, its interim Chief Financial Officer, will be
resigning from her role effective January 14, 2026. Ms. Graper’s departure is to pursue an attractive career opportunity and is
without any disagreements with management. Her notice provides Imunon with sufficient time to ensure a smooth management transition.
“We
thank Kimberly for her contributions over the past three years, and particularly in her recent Interim role,” said Stacy Lindborg,
CEO of the Company. “We wish Kimberly the very best in her future endeavors.”
Appointment
of Interim Chief Financial Officer
As
a result of the resignation of Ms. Graper’s service, the Company appointed Mr. Jeffrey Church to serve as the Company’s interim
Chief Financial Officer effective January 14, 2026. Mr. Church will serve as the Company’s principal financial officer and principal
accounting officer. Mr. Church, the Company’s former Executive Vice President, Chief Financial Officer and Corporate Secretary,
has been in a consulting and advisory role since his retirement in May 2024.
Mr.
Church joined the Company in July 2010 as Vice President, Chief Financial Officer and Corporate Secretary. Mr. Church was appointed as
Senior Vice President, Corporate Strategy and Investor Relations in July 2011. In July 2013, Mr. Church was reappointed as Senior Vice
President and Chief Financial Officer. In December 2018, Mr. Church was promoted to Executive Vice President. Effective June 1, 2024,
Mr. Church retired from his roles as Executive Vice President, Chief Financial Officer and Corporate Secretary of the Company, but continued
to provide consulting services to the Company. Immediately prior to joining the Company, Mr. Church served as Chief Financial Officer
and Corporate Secretary of Alba Therapeutics Corporation, a privately held life science company from 2007 until 2010. From 2006 until
2007, he served as Vice President, Chief Financial Officer and Corporate Secretary for Novavax, Inc. (Nasdaq: NVAX), a vaccine development
company listed on The Nasdaq Global Select Market. From 1998 until 2006, he served as Vice President, CFO and Corporate Secretary for
GenVec, Inc., a biotechnology company formerly listed on The Nasdaq Capital Market. Prior to that, he held senior financial positions
at BioSpherics Corporation and Meridian Medical Technologies, both formerly publicly traded companies. He started his career with Price
Waterhouse from 1979 until 1986. Mr. Church holds a B.S. degree in accounting from the University of Maryland.
On
May 17, 2024, the Company and Mr. Church entered into a retirement and consulting agreement (the “Consulting Agreement”)
that superseded the previous employment agreement with Mr. Church, pursuant to which he agreed to provide consulting services to the
Company for a term ending on December 31, 2024, with an option for an agreed upon extension (the “Consulting Period”). The
Company and Mr. Church amended the Consulting Agreement, effective January 14, 2026, pursuant to which, the Company agreed to pay Mr.
Church a monthly retainer of $30,000, plus an additional $250 for each hour of services performed in excess of 40 hours per month during
an extended Consulting Period (that may be terminated upon 10 business days’ notice). The foregoing description of the Consulting
Agreement is not complete and is qualified in its entirety by reference to the Consulting Agreement, filed as Exhibit 10.1 to the Current
Report on the Form 8-K of the Company with the Securities and Exchange Commission on May 20, 2024, and is incorporated by reference herein.
The
selection of Mr. Church to serve as principal financial officer and principal accounting officer was not pursuant to any arrangement
or understanding between him and any other person. Mr. Church has no family relationship with any director or executive officer of the
Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K of the Securities Exchange Act of 1934, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Retirement and Consulting Agreement, dated May 17, 2024, between Imunon, Inc. and Jeffrey Church, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on May 20, 2024. |
| |
|
|
| 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:
January 7, 2026 |
By: |
/s/
Susan Eylward |
| |
|
Susan
Eylward |
| |
|
General
Counsel and Corporate Secretary |
