Current Report Filing (8-k)
04 October 2022 - 8:11AM
Edgar (US Regulatory)
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0000749647
2022-09-29
2022-09-29
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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): September 29, 2022 (October 3, 2022)
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
On
October 3, 2022, Imunon, Inc. (the “Company”) announced that the Board of Directors (the “Board”) appointed James
E. Dentzer to the Board as a Class II Director effective September 29, 2022. Mr. Dentzer has served as the President and Chief Executive
Officer and a member of the Board of Directors of Curis, Inc. (“Curis”), a biotechnology company focused on the development
of innovative therapeutics for the treatment of cancer, since September 2018. From March 2018 to September 2018, Mr. Dentzer served as
Curis’ Chief Operating Officer and Chief Financial Officer. From March 2016 to March 2018, Mr. Dentzer served as Curis’ Chief
Administrative Officer and Chief Financial Officer. Mr. Dentzer also held the positions of secretary and treasurer at Curis from March
2016 to March 2019. Prior to joining Curis, Mr. Dentzer served as Chief Financial Officer of Dicerna Pharmaceuticals, Inc., a biotechnology
company, from December 2013 to December 2015. Prior to such role, he was the Chief Financial Officer of Valeritas, Inc., a medical technology
company, from March 2010 to December 2013. Before joining Valeritas, Inc., he was the Chief Financial Officer of Amicus Therapeutics,
Inc., a biotechnology company, from October 2006 to October 2009. In prior positions, he spent six years as Corporate Controller of Biogen
Inc., a biotechnology company, and six years in various senior financial roles at E.I. du Pont de Nemours and Company, a chemical, petroleum
and biotechnology company, in the U.S. and Asia. Mr. Dentzer holds a B.A. in philosophy from Boston College and an M.B.A. from the University
of Chicago.
Mr.
Dentzer’s Class II term will expire at the Company’s Annual Meeting of Stockholders in 2024. Mr. Dentzer will receive standard
non-employee director fees, including an initial grant of stock options under the Company’s 2018 Stock Incentive Plan, as amended
(the “Plan”), to purchase 2,667 shares of the Company’s common stock, vesting in three equal installments with the
first vesting date on January 1, 2023, and annually thereafter.
The
Board has determined that Mr. Dentzer is an independent director in accordance with the applicable rules of the SEC and The NASDAQ Stock
Market. Mr. Dentzer does not have any relationship with the Company that would require disclosure pursuant to Item 404(a) of SEC Regulation
S-K.
On
October 3, 2022, the Company issued a press release announcing the appointment of Mr. Dentzer, a copy of which is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K.
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:
October 3, 2022 |
By: |
/s/
Jeffrey W. Church |
|
|
Jeffrey
W. Church |
|
|
Executive
Vice President and Chief Financial Officer |
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