Imunon (IMNN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 11, 2025, to be held virtually, with voting and Q&A available online.

• Record date for voting is May 13, 2025; only shareholders of record on this date may vote.

• Proxy materials and annual report are available online and by request; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Election of two Class III Directors to serve until 2028.

• Ratification of WithumSmith + Brown PC as independent auditor for 2025.

• Advisory vote on 2024 executive compensation (say-on-pay).

• Approval of issuance of shares underlying warrants from a May 2025 private placement.

• Amendment to increase authorized common stock from 112.5M to 350M shares.

• Amendment to effect a reverse stock split at a ratio between 1:5 and 1:18, at Board discretion.

• Amendment to the 2018 Stock Incentive Plan to increase shares available for awards.

• Approval to adjourn/postpone the meeting if more votes are needed.

Board of directors and corporate governance

• Board consists of six members, divided into three staggered classes; four are independent.

• Board committees include Audit, Compensation, Nominating and Governance, and Science and Technology.

• Board diversity matrix: 2 female, 4 male directors; all are White.

• Board and committee meetings were well attended in 2024.

• Stockholder communications and nomination processes are established.