8-K

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

Dateof Report (Date of earliest event reported): August 27, 2025

IMUNON,

INC.

(Exactname of registrant as specified in its Charter)

Delaware	001-15911	52-1256615
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
997 Lenox Drive, Suite 100, Lawrenceville, NJ	08648-2311
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(Address of principal executive offices)	(Zip Code)

(609)896-9100

(Registrant’stelephone number, including area code)

N/A

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
Common<br> stock, par value $0.01 per share	IMNN	Nasdaq<br> Capital Market

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 27, 2025, Imunon, Inc. (the “Company”) received a written notification from the Nasdaq Hearings Panel indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on the NASDAQ Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

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Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
99.1	Press Release, dated August 28, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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:<br> August 28, 2025	By:	/s/ Susan Eylward
		Susan<br> Eylward
		General<br> Counsel and Corporate Secretary

Exhibit99.1

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IMUNONSuccessfully Regains Compliance with Nasdaq Minimum Bid Price Listing Requirement

LAWRENCEVILLE,N.J., August 28, 2025 (GLOBE NEWSWIRE) — IMUNON, Inc. (Nasdaq: IMNN), a clinical-stage company in Phase 3 development of its DNA-mediated immunotherapy, today announced that the Company has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market following confirmation from the Nasdaq Hearings Panel. As a result, IMUNON  common stock will continue uninterrupted trading on The Nasdaq Capital Market.

“Having regained compliance with Nasdaq’s minimum bid price listing requirement, investors in IMUNON’s stock are assured of efficient liquidity as provided by the exchange. Our ongoing confidence in our listing with the Nasdaq coincides with our recent 15% stock dividend to shareholders of record as of August 7, 2025, reflecting confidence in our clinical pipeline and commitment to rewarding investors,” said Stacy Lindborg, Ph.D., President and CEO of IMUNON. “It also builds on the positive momentum following our unprecedented Phase 2 OVATION 2 trial results for IMNN-001, our DNA-based immunotherapy for the localized treatment of advanced ovarian cancer, a disease that results in 20,000 women newly diagnosed annually in the U.S. alone. We have successfully initiated our Phase 3 OVATION 3 trial in North America, while continuing to advance milestones across our innovative TheraPlas® technology platform.”

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AboutIMUNON

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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.

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.

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Forward-LookingStatements

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IMUNONwishes to inform readers that forward-looking statements in this news release are made pursuant to the “safe harbor” provisionsof the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, but notlimited 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 unmetmedical needs, the market potential for the Company’s products, if approved, the potential efficacy and safety profile of our productcandidates, and the Company’s plans and expectations with respect to its development programs more generally, are forward-lookingstatements. We generally identify forward-looking statements by using words such as “may,” “will,” “expect,”“plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as otherwords or expressions referencing future events, conditions or circumstances). Readers are cautioned that such forward-looking statementsinvolve risks and uncertainties including, without limitation, risks and uncertainties related to our ability to regain compliance withNasdaq’s listing requirements, the potential de-listing of our shares on Nasdaq, risks and uncertainties relating to unforeseenchanges in the course of research and development activities and in clinical trials, including the fact that interim results are notnecessarily 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 actionsby customers, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in IMUNON’s filingswith the Securities and Exchange Commission. IMUNON assumes no obligation, except to the extent required by law, to update or supplementforward-looking statements that become untrue because of subsequent events, new information or otherwise.

Contacts:

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

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