Imunon (IMNN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 11, 2025, to be held virtually, with voting on key corporate proposals and director elections.

• Stockholders of record as of May 13, 2025, are eligible to vote on eight proposals, including director elections, auditor ratification, executive compensation, share issuances, and amendments to the certificate of incorporation.

• Proxy materials and the 2024 annual report are available online, and multiple voting methods are provided for shareholder convenience.

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 for named executive officers.

• Approval of issuance of shares underlying warrants from a May 2025 private placement, in compliance with Nasdaq rules.

• 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 the board's discretion.

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

• Approval to adjourn or 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 under SEC and Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Governance, and Science and Technology, each with defined oversight roles.

• Board diversity matrix: 2 female, 4 male directors; all directors attended 2024 meetings.

• Stockholder communications and director nomination processes are established.