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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

 

 

 

 

EX-3.1 2 ex3-1.htm EX-3.1

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION OF

IMUNON, INC.

 

Imunon, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

 

FIRST: The name of the Corporation is Imunon, Inc.

 

SECOND: This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 22, 2023, as amended by the Certificate of Amendment filed with the Secretary of State on July 11, 2025 (as amended, the “Certificate of Incorporation”).

 

THIRD: The amendment to the Certificate of Incorporation below has been duly adopted by the board of directors of the Corporation and the stockholders of the Corporation pursuant to Section 242 of the DGCL.

 

FOURTH: The Certificate of Incorporation is hereby amended by adding the following paragraph immediately following the first paragraph of Article FOURTH.

 

“Effective as of July 25, 2025 at 12:01 a.m. ET and upon the filing of the Certificate of Amendment to Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware (the “Effective Date”), the shares of Common Stock, par value $0.01 per share, of the Corporation issued and outstanding immediately prior to the Effective Date and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time (the “Old Shares”) shall, automatically and without any action on the part of the respective holders thereof, be reclassified as and combined into a smaller number of shares such that each fifteen (15) shares of issued and outstanding Common Stock immediately prior to the Effective Time are combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be rounded up to the nearest whole share. Each stock certificate representing the Old Shares immediately prior to the Effective Date shall thereafter, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock outstanding after the Effective Date into which the Old Shares represented by such certificate shall have been combined; provided however, that each holder of record of a stock certificate or certificates representing the Old Shares may receive, upon surrender of such certificate or certificates, a new certificate or certificates representing the number of whole shares of Common Stock to which such holder is entitled pursuant to the Reverse Stock Split or, at the discretion of the Corporation and unless otherwise instructed by such holder, book-entry shares in lieu of a new certificate or certificates representing the number of whole shares of Common Stock to which such holder is entitled pursuant to the Reverse Stock Split. The shares of Common Stock issued in connection with the Reverse Stock Split shall have the same rights, preferences and privileges as the Old Shares. The number of authorized shares of Common Stock of the Corporation and the par value of the Common Stock shall remain as set forth in the Restated Certificate of Incorporation.

 

FIFTH: This Certificate of Amendment, and the amendment effected hereby, shall become effective at 12:01 a.m. (Eastern Time) on July 25, 2025.

 

IN WITNESS WHEREOF, Imunon, Inc. has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by its duly authorized officer on this 21st day of July, 2025.

 

  IMUNON, INC.
     
  By: /s/ Stacy R. Lindborg
  Name: Stacy R. Lindborg
  Title: Chief Executive Officer and President

 

 

 

 

EX-99.1 3 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

IMUNON Announces Reverse Stock Split

 

LAWRENCEVILLE, N.J., July 23, 2025 (GLOBE NEWSWIRE) — IMUNON, Inc. (NASDAQ: IMNN), a clinical-stage company in Phase 3 development of its DNA-mediated immunotherapy, today announced a reverse stock split of its issued and outstanding common stock, par value $0.01 per share, at a ratio of one (1) share of common stock for every fifteen (15) shares of common stock, that will become effective as of 12:01 a.m. (Eastern Time) on July 25, 2025 (the “Effective Date”). The Company’s common stock will begin trading on a split-adjusted basis when the market opens on July 25, 2025. At the Company’s Annual Meeting of Stockholders held on July 11, 2025, the Company’s 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. The Company’s board of directors approved a 1-for-15 reverse split ratio, and on July 21, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the reverse stock split effective July 25, 2025. The Company’s common stock will continue to trade on The Nasdaq Capital Market under the stock ticker “IMNN” but will trade under the new CUSIP number 15117N701.

 

The reverse stock split is being implemented to ensure the Company meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market, its current exchange.

 

As a result of the reverse stock split, each fifteen (15) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be reduced from approximately 31.8 million shares to approximately 2.1 million shares without taking into account fractional shares. No fractional shares will be issued as a result of the reverse stock split. All fractional shares will be rounded up to the nearest whole share. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

 

The Company’s transfer agent, Equiniti Trust Company, which is also acting as the exchange agent for the reverse split, will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take action to implement the exchange of their shares.

 

About IMUNON

 

IMUNON is a clinical-stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms to generate safe, effective and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies. IMUNON is developing its non-viral DNA technology across its modalities. The first modality, TheraPlas®, is developed for the gene-based delivery of cytokines and other therapeutic proteins in the treatment of solid tumors where an immunological approach is deemed promising. The second modality, PlaCCine®, is developed for the gene delivery of viral antigens that can elicit a strong immunological response.

 

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The Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer that has completed multiple clinical trials including one Phase 2 clinical trial (OVATION 2). IMNN-001 works by instructing the body to produce safe and durable levels of powerful cancer-fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company has completed dosing in a first-in-human study of its COVID-19 booster vaccine (IMNN-101). The Company will continue to leverage these modalities and to advance, either directly or through partnership, the technological frontier of plasmid DNA to better serve patients with difficult-to-treat conditions. For more information, please visit www.imunon.com.

 

Forward-Looking Statements

 

IMUNON wishes to inform readers that forward-looking statements in this news release are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, but not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq’s continued listing requirements, the timing of enrollment of the Company’s clinical trials, the potential of any therapies developed by the Company to fulfill unmet medical needs, the market potential for the Company’s products, if approved, the potential efficacy and safety profile of our product candidates, and the Company’s plans and expectations with respect to its development programs more generally, are forward-looking statements. We generally identify forward-looking statements by using words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances), and include statements regarding our planned stock split. Readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, risks and uncertainties related to the reverse stock split having the desired effect, our ability to regain compliance with Nasdaq’s listing requirements, the potential de-listing of our shares on Nasdaq, risks and uncertainties relating to unforeseen changes in the course of research and development activities and in clinical trials, including the fact that interim results are not necessarily indicative of final results; the uncertainties of and difficulties in analyzing interim clinical data; the significant expense, time and risk of failure in conducting clinical trials; the need for IMUNON to evaluate its future development plans; possible actions by customers, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in IMUNON’s filings with the Securities and Exchange Commission. IMUNON assumes no obligation, except to the extent required by law, to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

Contacts:

 

Media Investors
Jenna Urban Peter Vozzo
CG Life ICR Healthcare
212-253-8881 443-213-0505
jurban@cglife.com peter.vozzo@icrhealthcare.com

 

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