Current Report Filing (8-k)
June 15 2023 - 4:44PM
Edgar (US Regulatory)
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2023-06-15
2023-06-15
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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 15, 2023 (June 14, 2023)
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 |
|
The
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
|
At
the Company’s 2023 Annual Meeting of Stockholders held on June 14, 2023 (the “Annual Meeting”), the Company’s
stockholders approved an amendment to the IMUNON, Inc. 2018 Stock Incentive Plan (the “Plan”), which amendment was
approved by the Company’s board of directors on March 17, 2023. The amendment increased the aggregate number of shares of common
stock that may be delivered pursuant to all awards granted under the Plan by an additional 1,030,000 shares so that the new aggregate
share limit for the Plan is 1,970,000 shares.
A
copy of the IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 14, 2023, is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
| Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
At
the Annual Meeting, the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy
statement dated April 28, 2023 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 2026 Annual Meeting of Stockholders.
| Nominee | |
For | |
Withheld | |
Broker Non-Votes |
| Frederick J. Fritz | |
| 1,384,165 | | |
| 624,245 | | |
| 1,969,160 | |
| Christine A. Pellizzari | |
| 1,833,554 | | |
| 174,856 | | |
| 1,969,160 | |
In
addition to the directors elected above, Dr. Corinne Le Goff, Dr. Stacy R. Lindborg, Mr. James E. Dentzer, Dr. Donald P. Braun and Mr.
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, 2023, as described in the proxy materials, was
approved by the stockholders. The voting results were the following:
| For | |
Against | |
Abstain |
| 3,752,493 | |
| 177,797 | | |
| 47,280 | |
Proposal
3
The
proposal to approve, on an advisory basis, the 2022 compensation of the Company’s named executive officers (“Say-on-Pay”),
was approved based upon the following votes:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 1,447,831 | |
| 244,474 | | |
| 316,105 | | |
| 1,969,160 | |
Proposal
4
The
proposal to approve, on an advisory basis, the frequency by which future advisory votes on executive compensation will occur was approved
for every year based upon the following votes:
| 1 Year | |
2 Year | |
3 Year | |
Abstain | |
Broker Non-Votes |
| 1,230,351 | |
| 66,870 | | |
| 652,857 | | |
| 58,332 | | |
| 1,969,160 | |
The
Company intends to hold annual votes, on an advisory basis, on its executive compensation.
Proposal
5
The
proposal to approve an amendment to the Stock Plan was approved based on the following votes:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 1,265,154 | |
| 682,773 | | |
| 60,483 | | |
| 1,969,160 | |
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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 15, 2023 |
By: |
/s/
Jeffrey W. Church |
| |
|
Jeffrey
W. Church |
| |
|
Executive
Vice President and Chief Financial Officer |
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