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Imunon gets Nasdaq Hearing Panel exception after delisting determination

Tickers IMNN

The panel granted the exception on July 11, 2025, so Imunon can regain compliance with the $1.00 minimum bid price and the stockholders' equity requirement. Stockholders also approved 2,000,000 more plan shares, bringing the plan's limit to 3,970,000.

Key facts

Company
Imunon, Inc. (NASDAQ: IMNN)
News type
Listings
Primary source
Imunon, Inc. Form 8-K filed July 14, 2025 (SEC EDGAR)
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Imunon, Inc. (Nasdaq: IMNN) said in a Form 8-K filed July 14, 2025 that a Nasdaq Hearing Panel has granted it an exception that lets its stock stay listed. The Panel notified the company of the exception on July 11, 2025. The exception runs for the time needed to regain compliance with the $1.00 minimum bid price requirement and the minimum stockholders' equity requirement. The company had received a delisting determination from Nasdaq on May 28, 2025.

How the delisting process began

Nasdaq's staff first wrote to Imunon on November 26, 2024. The letter said the closing bid price of its common stock had been below $1.00 for the previous 30 consecutive business days, a failure of Nasdaq Listing Rule 5550(a)(2). Imunon did not regain compliance by May 27, 2025.

Nasdaq also found the company was not eligible for another 180-calendar-day extension, because it did not meet the $5,000,000 stockholders' equity initial listing requirement under Nasdaq Listing Rule 5505(b). The delisting determination letter followed on May 28, 2025.

A separate problem had come earlier. On May 19, 2025, the staff sent a deficiency letter saying Imunon no longer met the minimum stockholders' equity requirement under Rule 5550(b)(1). Under Rule 5810(d)(2), that failure was an additional and separate basis for delisting.

The hearing and the exception

The determination letter said that unless Imunon requested a hearing before a Nasdaq Hearing Panel by June 4, 2025, its stock would be suspended at the opening of business on June 6, 2025 and delisted. The company timely requested a hearing. That request stayed any further suspension or delisting action while the hearing process continued.

The exception requires Imunon to give the Panel prompt notice of any significant event, including one that may call into question its ability to meet the exception's terms. The company says there can be no assurance it will regain compliance with the bid price requirement or with other Nasdaq rules, or that it will be able to carry out a reverse stock split if it decides to pursue one.

The company also says that if its securities are delisted, they could be more difficult to buy or sell, and that it could be harder to get accurate quotations.

Stock plan increase

Under Item 5.02, the 8-K reports that stockholders approved an amendment to the IMUNON, Inc. 2018 Stock Incentive Plan. The board had approved the amendment on March 14, 2025. It adds 2,000,000 shares to the number that may be delivered under all awards, so the new aggregate limit is 3,970,000 shares.

The plan, filed as Exhibit 10.1, aims to align the interests of stockholders with those of award recipients and to attract and retain directors, officers, employees, consultants and agents. Awards can take the form of stock options, stock appreciation rights, restricted stock and restricted stock units, other stock awards and performance awards. The exhibit defines the "Prior Plan" to include the Celsion Corporation 2007 Stock Incentive Plan.

The filing does not explain why the plan needs 2,000,000 more shares while the company is working to restore compliance. The company's annual report put shares outstanding at 14,620,732 as of February 21, 2025, the share base against which the added 2,000,000 shares can be set.

Company background

Imunon is a Delaware corporation headquartered in Lawrenceville, New Jersey. Its annual report describes it as a clinical-stage biotechnology company whose lead candidate, IMNN-001, is a DNA-based immunotherapy for ovarian cancer that delivers an IL-12 plasmid with its TheraPlas system. Susan Eylward, General Counsel and Corporate Secretary, signed the 8-K on July 14, 2025.

What comes next

The Panel's exception is tied to regaining compliance with both the bid price and the equity requirement, and the company must keep the Panel informed of significant developments. The 8-K gives no timeline for a reverse split, a share sale or a plan to raise equity, so the path to compliance is not described in the filing.

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