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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee and the Board of Directors of Imunon, Inc. (the “Company”), as applicable, approved compensatory programs for certain executive officers, pursuant to which such executive officers may elect to receive a percentage of their base salary in the form of shares of common stock and will receive additional shares of common stock in connection with such election.
| Name and Title | Percentage of Base Salary that May be Paid in Shares | Additional Shares Issuable | ||
| Stacy Lindborg, President and Chief Executive Officer | Up to 50% | 12% of the aggregate dollar amount of the net stock payment, as amended to 35% for shares issuable on August 14 and 17.5% for the shares issuable on each pay date beginning on August 28, 2026 and ending on September 25, 2026 | ||
| Michael Tardugno, Executive Chairman | Up to 100% | 20% of the aggregate dollar amount of the net stock payment on July 31, 40% for shares issuable on August 14 and 20% for the shares issuable on each pay date beginning on August 28, 2026 and ending on September 25, 2026 | ||
| Douglas Faller, Chief Medical Officer | Up to 40% | 12% of the aggregate dollar amount of the net stock payment, as amended to 15% for shares issuable on each pay date beginning on July 31, 2026 and ending on September 25, 2026 |
The shares issuable to Dr. Lindborg and Mr. Tardugno were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by the Company not involving a public offering. The shares issuable to Dr. Faller will be issued pursuant to the Imunon, Inc. 2018 Stock Incentive Plan, as amended and restated.
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: August 11, 2026 | By: | /s/ Susan Eylward |
| Susan Eylward | ||
| General Counsel and Corporate Secretary | ||