8-K
Imunon, Inc. (IMNN)
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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
Dateof Report (Date of earliest event reported): January 3, 2023 (December 31, 2022)
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 | |
| --- | --- | |
| (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 | The<br> 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. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers
On December 31, 2022, Robert W. Hooper, a Class II member of the Board of Directors (the “Board”) of Imunon, Inc. (the “Registrant”), announced that he has decided to retire from the Registrant’s Board effective December 31, 2022. Mr. Hooper has served on the Registrant’s Board since July 2010 and was the chairman of the Board’s Compensation Committee. Reaching the age of 75 years of age in 2022, Mr. Hooper intends to retire for personal reasons and not because of any disagreement with management or the Board relating to the Registrant’s operations, policies or practices. Mr. Hooper’s current term as a Class II director was scheduled to end at the Registrant’s 2024 Annual Meeting of Stockholders.
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> January 3, 2023 | By: | /s/ Jeffrey W. Church |
| Jeffrey<br> W. Church | ||
| Executive<br> Vice President and Chief Financial Officer |