As
filed with the Securities and Exchange Commission on November 13, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
IMUNON,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
52-1256615 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S. Employer
Identification No.) |
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648-2311
(Address of principal executive offices) (Zip code)
Imunon,
Inc. 2018 Stock Incentive Plan
(Full
title of the plan)
Stacy
R. Lindborg
President
and Chief Executive Officer
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
(609)
896-9100
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Jurgita
Ashley
Thompson
Hine LLP
3900
Key Center
127
Public Square
Cleveland,
Ohio 44114
(216)
566-5500
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
On
July 11, 2025, the shareholders of Imunon, Inc. (the “Registrant”) approved an amendment to the Imunon, Inc. 2018 Stock Incentive
Plan, as amended as of July 11, 2025 (the “Amended Plan”) to increase the number of shares of the Registrant’s common
stock, par value $0.01 (the “Common Stock”) that are available for issuance thereunder by 133,333 shares. This Registration
Statement on Form S-8 is being filed by the Registrant for the purpose of registering an additional 133,333 shares of Common Stock, in
accordance with the Amended Plan. Pursuant to Instruction E of Form S-8, the contents of the (i) the Form S-8 Registration Statement
(File No. 333-273923)
filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2023, (ii) the Form S-8 Registration Statement
(File No. 333-266882)
filed with the Commission on August 15, 2022, (iii) the Form S-8 Registration Statement (File
No. 333-240275) filed with the Commission on July 31, 2020, (iv) the Form S-8 Registration Statement (File No. 333-233344) filed with the Commission on August 16, 2019, and (v) the Form S-8 Registration Statement (File
No. 333-225045) filed with the Commission on May 18, 2018 are incorporated by reference herein, except to the extent supplemented,
amended or superseded by the information set forth below.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with
the Commission:
| |
1) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February
27, 2025; |
| |
2) |
The
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 12,
2025; |
| |
3) |
The
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August
5, 2025; |
| |
4) |
The
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Commission on November
13, 2025; |
| |
5) |
The
Registrant’s Current Reports on Form 8-K filed with the Commission on February 10, 2025, March 24, 2025, May 13, 2025, May 20, 2025, May 22, 2025, May 27, 2025, May 30, 2025, June 9, 2025, June 13, 2025, July 11, 2025, July 14, 2025, July 22, 2025, July 23, 2025, July 28, 2025 and August 28, 2025, excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item
9.01; and |
| |
6) |
Description
of Securities of the Registrant, incorporated herein by reference to Exhibit 4.7 to the Annual Report on Form 10-K of the Registrant
for the fiscal year ended December 31, 2024. |
All
documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as
“Incorporated Documents”). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Notwithstanding
the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01
of any Current Report on Form 8-K, including the related exhibits under Item 9.01, or other information that the Registrant may from
time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Item
8. Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Restated Certificate of Incorporation, dated March 22, 2023, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Registrant, filed with the Commission on March 24, 2023. |
| |
|
|
| 4.2 |
|
Amendment to the Restated Certificate of Incorporation, dated July 11, 2025, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Registrant, filed with the Commission on July 11, 2025. |
| |
|
|
| 4.3 |
|
Amendment to the Restated Certificate of Incorporation, dated July 21, 2025, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Registrant, filed with the Commission on July 23, 2025. |
| |
|
|
| 4.4 |
|
Amended and Restated Bylaws, effective on March 15, 2024, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Registrant, filed with the Commission on March 18, 2024. |
| |
|
|
| 5.1* |
|
Opinion of Thompson Hine LLP. |
| |
|
|
| 23.1* |
|
Consent of WithumSmith+Brown, PC. |
| |
|
|
| 23.2* |
|
Consent of Thompson Hine LLP (included in Exhibit 5.1). |
| |
|
| 24.1* |
|
Power of Attorney (set forth on the signature page of this Registration Statement). |
| |
|
|
| 99.1 |
|
Imunon, Inc. 2018 Stock Incentive Plan, as amended as of July 11, 2025, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Registrant, filed with the Commission on July 14, 2025. |
| |
|
|
| 99.2 |
|
Form of Incentive Stock Option Grant Agreement under the 2018 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2024. |
| |
|
|
| 99.3 |
|
Form of Restricted Stock Agreement under the 2018 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2024. |
| |
|
|
| 107* |
|
Filing Fee Table. |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lawrenceville, State of New Jersey on November 13, 2025.
| |
IMUNON,
INC. |
| |
|
|
| |
By |
/s/
Stacy R. Lindborg |
| |
|
Stacy
R. Lindborg, Ph.D. |
| |
|
President
and Chief Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Stacy R. Lindborg and Susan Eylward, acting alone or together with another
attorney-in-fact, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, and any subsequent registration statements pursuant to Rule 462 of
the Securities Act, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Stacy R. Lindborg |
|
President,
Chief Executive Officer and Director |
|
November
13, 2025 |
| Stacy
R. Lindborg, Ph.D. |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Kimberly Graper |
|
Chief
Financial Officer |
|
November
13, 2025 |
| Kimberly
Graper |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Michael H. Tardugno |
|
Executive
Chairman of the Board of Directors |
|
November
13, 2025 |
| Michael
H. Tardugno |
|
|
|
|
| |
|
|
|
|
| /s/
Donald Braun |
|
Director |
|
November
13, 2025 |
| Donald
Braun, Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/
James E. Dentzer |
|
Director |
|
November
13, 2025 |
| James
E. Dentzer |
|
|
|
|
| |
|
|
|
|
| /s/
Frederick J. Fritz |
|
Director |
|
November
13, 2025 |
| Frederick
J. Fritz |
|
|
|
|
| |
|
|
|
|
| /s/
Christine A. Pellizzari |
|
Director |
|
November
13, 2025 |
| Christine
A. Pellizzari |
|
|
|
|
