Imunon, Inc.
For the period ended Jun 9, 2025. Filed Jun 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 9, 2025 · Filed Jun 9, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
997 LENOX DRIVE, SUITE 100
LAWRENCEVILLE, NJ 08648
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY ON FRIDAY, JULY 11, 2025
AT 10:00 A.M., EASTERN TIME
To Our Stockholders:
Notice is hereby given that the annual meeting (the “Annual Meeting”) of the stockholders of IMUNON, INC., a Delaware corporation (the “Company”), will be held at 10:00 a.m., local time, on Friday, July 11, 2025. You will be able to attend the Annual Meeting, vote, and submit your questions during the meeting via live webcast through the linkwww.virtualshareholdermeeting.com/IMNN2025and entering your 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. We have adopted a virtual meeting format to expand access to the meeting, improve communications and impose lower costs on our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. The Annual Meeting shall be held for the following purposes, all as more fully described in the accompanying Proxy Statement:
| 1) | To elect two Class III Directors to serve until the Annual Meeting of Stockholders in 2028 or until their successors are duly elected and qualified; |
| 2) | To ratify the selection of WithumSmith+Brown PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3) | To approve, by a non-binding advisory vote, the 2024 executive compensation for the Company’s Named Executive Officers; |
| 4) | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying certain warrants issued by us pursuant to that certain Securities Purchase Agreement, dated as of May 23, 2025, by and among us and certain institutional and accredited investors, and the Engagement Letter, between the Company and H.C. Wainwright & Co., LLC, dated as of May 22, 2025 (the “Issuance Proposal”); |
| 5) | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of common stock from 112,500,000 shares to 350,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock (the “Authorized Share Increase”); |
| 6) | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of our Board of Directors, a reverse stock split at a ratio between, and including, 1:5 and 1:18, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders (the “Reverse Stock Split”); |
| 7) | To approve an Amendment to the IMUNON, INC. 2018 Stock Incentive Plan to increase the aggregate number of shares of common stock that may be delivered pursuant to all awards granted under the Plan; and |
| 8) | To approve any adjournment or postponement of the Annual Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
| 9) | To consider and act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The close of business on May 13, 2025 has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at the Annual Meeting. Only stockholders of record at the close of business on May 13, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting. However, whether or not you expect to attend via the live webcast, please complete, sign, date and return the enclosed Proxy Card as promptly as possible in the envelope provided for that purpose. Returning your Proxy Card will ensure your representation and help to ensure the presence of a quorum at the Annual Meeting. Your proxy is revocable, as set forth in the accompanying Proxy Statement. Therefore, you may attend the Annual Meeting and vote your shares via the live webcast even if you send in your Proxy Card.
| By Order of the Board of Directors | |
| /s/ Susan Eylward | |
| June 9, 2025 Lawrenceville, NJ | Susan Eylward General Counsel and Corporate Secretary |
|---|
YOUR VOTE IS IMPORTANT
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS. THE PROXY STATEMENT AND THE RELATED PROXY FORM ARE BEING DISTRIBUTED ON OR ABOUT JUNE 9, 2025.
YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:
| ● | COMPLETE AND RETURN A WRITTEN PROXY CARD |
| ● | ATTEND THE COMPANY’S 2025 ANNUAL MEETING OF STOCKHOLDERS VIA LIVE WEBCAST AND VOTE AT THE ANNUAL MEETING |
| ● | VOTE VIA THE INTERNET AT WWW.PROXYVOTE.COM |
| ● | VOTE BY PHONE BY CALLING THE NUMBER PRINTED ON THE ACCOMPANYING VOTING DOCUMENT |
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE OR SUBMIT YOUR VOTE VIA THE INTERNET ATWWW.PROXYVOTE.COM OR VOTE BY PHONE BY CALLING THE NUMBER PRINTED ON THE ACCOMPANYING VOTING DOCUMENT. ANY STOCKHOLDER ATTENDING THE MEETING VIA THE LIVE WEBCAST MAY VOTE EVEN IF YOU HAVE RETURNED A PROXY CARD.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, JULY 11, 2025. THE PROXY STATEMENT AND OUR 2024 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE ATWWW.PROXYVOTE.COM.
ADDITIONALLY, YOU CAN FIND A COPY OF OUR ANNUAL REPORT ON FORM 10-K, WHICH INCLUDES OUR FINANCIAL STATEMENTS, FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024, ON THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AT WWW.SEC.GOV, OR UNDER “FINANCIAL INFORMATION” IN THE “NEWS AND INVESTORS” SECTION OF OUR WEBSITE AT WWW.IMUNON.COM. YOU MAY ALSO OBTAIN A PRINTED COPY OF OUR ANNUAL REPORT ON FORM 10-K, INCLUDING OUR FINANCIAL STATEMENTS, FREE OF CHARGE, FROM US BY SENDING A WRITTEN REQUEST TO: IMUNON, INC, 997 LENOX DRIVE, SUITE 100, LAWRENCEVILLE, NJ 08648. EXHIBITS WILL BE PROVIDED UPON WRITTEN REQUEST AND PAYMENT OF AN APPROPRIATE PROCESSING FEE.
PROXY STATEMENT
TABLE OF CONTENTS
| INFORMATION CONCERNING SOLICITATION AND VOTING | 5 |
|---|---|
| BENEFICIAL OWNERSHIP OF COMMON STOCK | 10 |
| DELINQUENT SECTION 16(A) REPORTS | 11 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 12 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 23 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 24 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 35 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 36 |
| PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 37 |
| PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 38 |
| PROPOSAL NO. 4: APPROVAL OF THE ISSUANCE PROPOSAL | 39 |
| PROPOSAL NO. 5: APPROVAL OF THE AUTHORIZED SHARE INCREASE PROPOSAL | 42 |
| PROPOSAL NO. 6: Amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split | 44 |
| PROPOSAL NO. 7: Approval of Amendment to the IMUNON, INC. 2018 Stock Incentive Plan | 51 |
| PROPOSAL NO. 8: Approval of the adjournment or postponement of the Annual Meeting | 59 |
| STOCKHOLDER NOMINATIONS AND PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 60 |
| OTHER MATTERS | 60 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 60 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.