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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): June 13, 2024 (June 12, 2024)

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Company’s 2024 Annual Meeting of Stockholders held on June 12, 2024 (the “Annual Meeting”), the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement dated April 26, 2024 for the Annual Meeting.

 

Proposal 1

 

Each of the individuals listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the Board of Directors until the 2027 Annual Meeting of Stockholders.

 

Nominee   For   Withheld   Broker Non-Votes
Dr. Stacy R. Lindborg   1,632,902   63,031   1,935,151
James E. Dentzer   1,561,144   134,789   1,935,151

 

In addition to the directors elected above, Frederick J. Fritz, Christine A. Pellizzari, Dr. Donald P. Braun and Michael H Tardugno continued to serve as directors after the Annual Meeting.

 

Proposal 2

 

The proposal, by the audit committee of the board of directors of the Company, to ratify the appointment of WithumSmith + Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2024, as described in the proxy materials, was approved by the stockholders. The voting results were the following:

 

For   Against   Abstain
3,558,842   52,812   19,430

 

Proposal 3

 

The proposal to approve, on an advisory basis, the 2023 compensation of the Company’s named executive officers (“Say-on-Pay”), was approved based upon the following votes:

 

For   Against   Abstain   Broker Non-Votes
1,107,571   187,627   400,735   1,935,151

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

   Description
     
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: June 13, 2024 By: /s/ David Gaiero
    David Gaiero
    Chief Financial Officer

 

 

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Entity File Number 001-15911
Entity Registrant Name IMUNON, INC.
Entity Central Index Key 0000749647
Entity Tax Identification Number 52-1256615
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 997 Lenox Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Lawrenceville
Entity Address, State or Province NJ
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Title of 12(b) Security Common stock, par value $0.01 per share
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