Form 8-K
8-K — Imunon, Inc.
Accession: 0001493152-26-021019
Filed: 2026-05-04
Period: 2026-05-01
CIK: 0000749647
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
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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): May 1, 2026
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
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.
(e)
Compensatory
Arrangements of Certain Officers.
On
May 1, 2026, Imunon, Inc. (the “Company”) entered into change of control agreements (“CIC Agreements”),
following approval of the Compensation Committee of the Board of Directors (the “Board”) of the Company with each of
Stacy Lindborg, the Company’s Chief Executive Officer and President, Douglas Faller, the Company’s Chief Medical
Officer, and Susan Eylward, the Company’s General Counsel and Corporate Secretary, to provide severance benefits to these
executives should their employment terminate in certain circumstances in connection with a change in control of the Company. The
following summary is qualified in its entirety by the provisions of the CIC Agreement.
Under
the CIC Agreement, in the event that the Company terminates the executive’s employment without cause or in the event that the executive
terminates his or her employment for good reason, in either case on or within one year after or four months prior to a change in control
of the Company, the executive would be entitled to receive a lump sum payment equal to 2.5 (in the case of Dr, Lindborg) or 1.5 (in the
case of the other executive officers) times the sum of (1) the executive’s annual base salary and (2) the executive’s target
annual bonus for the fiscal year in which the termination occurs. (For these purposes, the terms “cause,” “good reason”
and “change in control” are each defined in the CIC Agreement.) In addition, the Company will pay or reimburse the executive
for the cost of the premiums charged to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act and life
insurance coverage for the executive and his eligible dependents, for a period of up to eighteen months following the termination (in
the case of Dr. Lindborg, twenty-four months). The executive would also be entitled to full acceleration of his or her then-outstanding
equity awards granted to the executive by the Company. In the case of options or similar awards, the award would generally remain exercisable
for the remainder of the original term of the award (or, in the case of awards that vested after the date of the change in control, for
the lesser of 18 months following the last day such award would have been exercisable under the applicable award agreement and the remainder
of the original term). If an executive is entitled to receive severance benefits in connection with a termination of employment under
any other agreement, then such executive shall be entitled to receive the greater of the severance benefits, without a duplication of
benefits. The executive’s right to benefits under the CIC Agreement is subject to execution of a release of claims in favor of
the Company upon the termination of his employment.
The foregoing summary of the change in control agreements does not purport to be complete and is qualified in its entirety by reference
to the form agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1
Form of Change in Control Agreement
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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:
May 4, 2026
By:
/s/
Susan Eylward
Susan
Eylward
General
Counsel and Corporate Secretary
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
CHANGE
IN CONTROL SEVERANCE AGREEMENT
THIS
CHANGE IN CONTROL SEVERANCE AGREEMENT (this “ Agreement “) is made and entered into this [ ] day of [ ] (the “
Effective Date “), by and between Imunon, Inc., a Delaware corporation (the “ Company “), and ______________
(the “ Executive “).
RECITALS
WHEREAS,
the Executive is a key executive of the Company;
WHEREAS,
should the possibility of a Change in Control (as defined herein) arise, the Board of Directors of the Company (the “Board”)
believes it is imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon the Executive’s advice, if requested, as to the best interests of the Company and
its stockholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility
of a Change in Control;
WHEREAS,
the Compensation Committee of the Board (the “Compensation Committee”) has approved the Company entering into a change
in control severance agreement with the Executive to help mitigate the uncertainties and risks to the Executive should the possibility
of a Change in Control arise; and
WHEREAS
, this Agreement provides the benefits the Executive will be entitled to receive upon certain terminations of employment in connection
with a Change in Control from and after the Effective Date and supersedes and negates all previous agreements with respect to such benefits
except as expressly provided herein.
NOW,
THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
1.
Termination of Employment .
1.1
Termination
Outside of Change in Control Context . If, at any time outside the Change in Control Protection Period, the Executive’s
employment with the Company is terminated for any reason by the Company or by the Executive (in any case, the date that the Executive’s
employment with the Company terminates is referred to as the “ Severance Date “), the Executive shall not be entitled
to any payments or benefits under this Agreement. The Executive’s rights (if any) to receive any payments or benefits in connection
with such termination shall be determined under any employment agreement, offer letter or similar agreement between the Executive
and the Company then in effect (an “ Employment Agreement “) or any other Company agreement, plan or policy then
in effect under which the Executive would be entitled to severance benefits in connection with such a termination of employment (any
such agreement (including an Employment Agreement), plan or policy, a “ Severance Arrangement “).
1.2
Termination
in Connection with a Change in Control . If, at any time during the Change in Control Protection Period, the Executive’s
employment with the Company is terminated for any reason by the Company or by the Executive, the Company shall have no further obligation
to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments
or benefits except as follows:
(a)
The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations;
(b)
If such a termination of the Executive’s employment with the Company constitutes an Involuntary Termination, the Executive shall
be entitled to the following benefits (in addition to the Accrued Obligations and any payments or benefits payable to the Executive pursuant
to any Severance Arrangement):
(i)
The Company shall pay the Executive, subject to tax withholding and other authorized deductions, an amount equal to (x) ___% times (y)
the sum of (1) the Executive’s base salary at the annualized rate in effect on the Severance Date plus (2) the Executive’s
target annual bonus for the Company’s fiscal year in which the Severance Date occurs. Such amount is referred to hereinafter as
the “Severance Benefit”. Subject to Section 17(b), the Company shall pay the Severance Benefit to the Executive in
a lump sum in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section
2) occurs.
(ii)
The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus
Budget Reconciliation Act (“ COBRA “), at the same or reasonably equivalent medical coverage for the Executive (and,
if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the
Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant
to this clause (ii) shall, subject to Section 17(b), commence with continuation coverage for the month following the month in which the
Executive’s Separation from Service occurs and shall cease with continuation coverage for the ________ month following the month
in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s
death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases
to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation
coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election
prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in
place.
(iii)
The Company will pay or reimburse the Executive for his premiums charged to continue term life insurance coverage provided by the Company
for the Executive (and, if applicable, the Executive’s eligible dependents), on the terms and at the coverage levels in effect
on the Severance Date, for a period of ________ months commencing with the month following the month in which the Executive’s
Separation from Service occurs.
(iv)
Each option and other equity-based award granted by the Company to the Executive, to the extent outstanding and unvested on the Severance
Date, shall accelerate and be fully vested as of the Severance Date; provided, however, that, as to any such equity award that is subject
to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, except that any service-based
vesting requirement applicable to such award will be deemed to be fully satisfied as of the Severance Date. Each such award that is an
option or similar award, to the extent outstanding and vested on the Severance Date (after giving effect to the foregoing acceleration
provision), shall be exercisable after the Severance Date as follows: (x) to the extent such option or award was outstanding and vested
on the date of the Change in Control, such option or award shall remain exercisable for the remainder of the original maximum term of
such option or award, and (y) to the extent such option or award was unvested on the date of the Change in Control and vested at any
time after the Change in Control and on or before the Severance Date (including any such option or award that vested pursuant to the
foregoing acceleration provision), such option or award shall remain exercisable until the first to occur of (A) the last day of the
original maximum term of such option or award, or (B) the date that is eighteen (18) months after the last day such option or award would
have been exercisable in accordance with its terms following such a termination of the Executive’s employment. Notwithstanding
the preceding sentence, any such option or award shall be subject to earlier termination in connection with a change in control of the
Company and similar events as provided in the applicable plan and/or award agreement (provided that the Executive is given a reasonable
opportunity to exercise such vested option or award prior to its termination.)
(c)
The foregoing provisions of this Section 1.2 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated
employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s
rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s
receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any) and any vested Company equity
or incentive awards in accordance with the terms and conditions of such awards.
(d)
For avoidance of doubt, if the Executive is entitled to receive severance benefits in connection with a termination of employment under
both this Agreement and any Severance Arrangement, the Executive shall be entitled to receive the greater of the severance benefits or
payments (or such component thereof), provided that the Executive shall not receive a duplication of benefits.
1.3
Release;
No Duty to Mitigate .
(a)
This Section 1.3 shall apply notwithstanding anything else contained in this Agreement to the contrary. As a condition precedent to any
Company obligation to the Executive pursuant to Section 1.2(b), the Executive shall, upon or promptly following his last day of employment
with the Company (and in all events within twenty-one (21) days after his last day of employment with the Company), provide the Company
with a valid, executed Release Agreement in substantially the form attached hereto as Exhibit A (with such changes as the Company
may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable
laws), and such Release Agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable
law.
(b)
The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement.
All amounts paid to the Executive pursuant to Section 1.2 shall be paid without regard to whether the Executive has taken or takes actions
to mitigate damages. The Executive agrees to resign, on the Severance Date, from the Company and any affiliate of the Company, as an
officer and director of the Company, and as a fiduciary of any benefit plan of the Company or any affiliate of the Company (in each case,
to the extent the Executive then has any such position), and to promptly execute and provide to the Company any further documentation,
as requested by the Company, to confirm such resignation.
(c)
In the event that the Company is obligated to pay the Executive pursuant to Section 1.2(b),
for one (1) year following the Severance Date, the Executive agrees not to, without the prior written consent of the Committee:
(x) directly
or indirectly, engage in, or assist any other person or entity to engage in, any business that competes with any business in which either
the Company or its successors is engaging, or in which either the Company or its successors has substantial plans to engage as of the
Severance Date that are known by the Executive, provided that: (i) this restriction shall not apply to the ownership by the Executive
of not more than five percent (5%) of any class of the publicly traded securities of any entity; and (ii) following the date of the Executive’s
separation from the Company for any reason this restriction shall not apply to any geographical area where, as of the Severance Date,
the Company or its successors are not conducting substantial business, are not providing substantial products or services, or did not
have substantial plans to provide such products or services; and (iii) following the Severance Date this restriction shall not apply
to any business acquired after the Severance Date by the Company or its successors, which business, does not compete with either the
Company’s or its successors’ business as it existed on the Severance Date.
(y) directly
or indirectly: (i) solicit or seek to entice away from the Company or its successors, or offer employment or any consulting or other
service arrangement to, any person who is employed by the Company or its successors; or (ii) interfere with the business relationship
of the Company or its successors with any person or entity who is a customer or client of, supplier to or other party having material
business relations with the Company or its successors..
2.
Certain
Defined Terms . As used herein, the following terms shall have the meanings set forth below in this Section 2.
(a)
“ Accrued Obligations “ means (i) any base salary of the Executive that had accrued but had not been paid (including
accrued and unpaid vacation time) on or before the Severance Date; (ii) any annual bonus payable to the Executive (to the extent not
previously paid) with respect to the fiscal year of the Company prior to the fiscal year in which the Severance Date occurs; and (iii)
any reimbursement due to the Executive for expenses reasonably incurred by the Executive on or before the Severance Date and documented
and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable
time.
(b)
“ Cause “ has the meaning ascribed to such term (or similar term) in the Employment Agreement or, if there is no Employment
Agreement then in effect or if such agreement does not include a definition of such term (or similar term), “Cause” shall
mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board) based on the information then
known to it, that one or more of the following has occurred:
(i)
the Executive is convicted of, pled guilty or pled nolo contendere to a felony (under the laws of the United States or any relevant state,
or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);
(ii)
the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties hereunder that
are materially and demonstrably injurious to the Company or any of its Subsidiaries;
(iii)
the Executive willfully fails to perform or uphold his duties to the Company or any of its Subsidiaries and/or willfully fails to comply
with reasonable directives of the Board and/or engages in manifestly unethical behavior that is materially injurious to the Company;
or
(iv)
a material breach by the Executive of this Agreement, the Confidentiality Agreement, or any other contract he is a party to with the
Company or any of its Subsidiaries;
provided,
however, that the Executive shall be provided with notice of any conduct claimed to constitute Cause and a reasonable opportunity of
not less than thirty (30) days to cure such conduct (to the extent such conduct is reasonably capable of cure in the circumstances);
and provided, further, that for purposes of this definition, no act or failure to act, on the Executive’s part shall be considered
“willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s
action or omission was in the best interest of the Company.
(c)
“ Change in Control “ means the occurrence of any of the following events:
(i)
Any Person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, its Subsidiaries or any Company
employee benefit plan (including any trustee of such plan acting as trustee), is or becomes the Beneficial Owner (as such term is defined
for purposes of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than thirty
percent (30%) of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors
(“ Voting Securities “) of the Company; or
(ii)
Individuals who constitute the Board of the Company (the “ Incumbent Directors “), as of the beginning of any twenty-four
(24) month period commencing with the Effective Date of this Agreement, cease for any reason to constitute at least a majority of the
directors. Notwithstanding the foregoing, any individual becoming a director subsequent to the beginning of such period, whose election
or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors
then comprising the Incumbent Directors, shall be, considered an Incumbent Director; or
(iii)
Consummation by the Company of a recapitalization, reorganization, merger, consolidation or other similar transaction (a “ Business
Combination “), with respect to which all or substantially all of the individuals and entities who were the beneficial owners
of the Voting Securities immediately prior such Business Combination (the “ Incumbent Shareholders “) do not, following
consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly,
fifty percent (50%) or more of the Voting Securities of the corporation, business trust or other entity resulting from or being the surviving
entity in such Business Combination (the “ Surviving Entity “), in substantially the same proportion as their ownership
of such Voting Securities immediately prior to such Business Combination; or
(iv)
Consummation of a complete liquidation or dissolution of the Company, or the sale or other disposition of all or substantially all of
the assets of the Company, other than to a corporation, business trust or other entity with respect to which, following consummation
of all transactions intended to constitute part of such sale or disposition, more than fifty percent (50%) of the combined Voting Securities
is then owned beneficially, directly or indirectly, by the Incumbent Shareholders in substantially the same proportion as their ownership
of the Voting Securities immediately prior to such sale or disposition.
Notwithstanding
the foregoing, a transaction shall not constitute a Change in Control unless it is a “change in the ownership or effective control”
of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of
Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“ Code Section 409A “).
Only
the first Change in Control that occurs after the Effective Date shall be considered a Change in Control for purposes of this Agreement;
any transaction or occurrence after the first Change in Control that would otherwise constitute such a Change in Control shall not constitute
a Change in Control for purposes of this Agreement.
(d)
“ Change in Control Protection Period “ means the period commencing on the date four (4) months prior to a Change
in Control and ending on the one (1) year anniversary of such Change in Control (the “Change in Control Protection Period”).
(e)
“ Disability “ has the meaning ascribed to such term (or similar term) in the Employment Agreement or, if there is
no Employment Agreement then in effect or if such agreement does not include a definition of such term (or similar term), “Disability”
means a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential
functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company,
for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period
would apply.
(f)
“ Exchange Act “ means the Securities Exchange Act of 1934, as amended.
(g)
“ Good Reason “ has the meaning ascribed to such term (or similar term) in the Employment Agreement or, if there is
no Employment Agreement then in effect or if such agreement does not include a definition of such term (or similar term), “Good
Reason” shall mean the occurrence of one or more of the following (without the Executive’s express written consent):
(i)
a material diminution in the Executive’s authority, duties or responsibilities (provided, that a change in the Executive’s
title or in the individual(s) to whom the Executive reports resulting from a Change in Control shall not in and of itself constitute
“Good Reason”);
(ii)
a material diminution by the Company of the Executive’s rate of base salary or annual target bonus opportunity as in effect immediately
prior to such Change in Control;
(iii)
a change in the location of the Executive’s principal workplace for the Company to a location that is more than fifty (50) miles
from the Executive’s principal workplace as of the Effective Date and that results in an increased commute for the Executive from
his or her principal residence (except for reasonable periods of required travel on Company business);
(iv)
a failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement as required
by Section 5; or
(v)
any other material breach by the Company of this Agreement or any other agreement with the Executive.
provided,
however, that any such condition shall not constitute “Good Reason” unless (x) the Executive provides written notice to the
Company of the condition claimed to constitute Good Reason within ninety (90) days of the initial existence of such condition, (y) the
Company fails to remedy such condition within thirty (30) days of receiving such written notice thereof, and (z) the termination of the
Executive’s employment with the Company occurs not more than one (1) year following the initial existence of the condition claimed
to constitute “Good Reason.”
(h)
“ Involuntary Termination “ shall mean (i) a termination of the Executive’s employment by the Company without
Cause (and other than due to Executive’s death or in connection with a good faith determination by the Board that the Executive
has a Disability), or (ii) a resignation by the Executive for Good Reason.
(i)
As used herein, a “ Separation from Service “ occurs when the Executive dies, retires, or otherwise has a termination
of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section
1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.
(j)
“ Subsidiary “ means, with respect to any Person, any corporation or other entity a majority of whose outstanding
voting stock or voting power is beneficially owned directly or indirectly by such Person.
3.
Withholding
Taxes; Section 280G .
(a)
Notwithstanding anything contained in this Agreement to the contrary, the Company may withhold (or cause there to be withheld, as the
case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
(b)
Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this
Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or
benefits are collectively referred to as the “ Benefits “) would be subject to the excise tax (the “ Excise
Tax “) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code “), the Benefits
shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a
larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive
received all of the Benefits (such reduced amount is referred to hereinafter as the “ Limited Benefit Amount “). Unless
the Executive shall have given prior written notice (to the extent such a notice does not result in any tax liabilities under Section
409A of the Code) specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate
the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating
cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination
(as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions
of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.
A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of
such Limited Benefit Amount shall be made by Company’s independent public accountants or another certified public accounting firm
of national reputation designated by the Company (the “ Accounting Firm “) at the Company’s expense. The Accounting
Firm shall provide its determination (the “ Determination “), together with detailed supporting calculations and documentation
to Company and Executive within five (5) days of the date of termination of the Executive’s employment, if applicable, or such
other time as requested by Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject
to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits,
it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect
to any such Benefits. Unless the Executive provides written notice to Company within ten (10) days of the delivery of the Determination
to the Executive that he disputes such Determination, the Determination shall be binding, final and conclusive upon Company and the Executive.
4.
Reaffirmation
of Covenants . The Executive hereby reaffirms his obligations under the confidentiality and other restrictive covenants set
forth in the Confidential Information Agreement between the Executive and the Company dated [________, 20__] (the “ Confidentiality
Agreement “) as in effect on the Effective Date.
5.
Successors
and Assigns .
(a)
This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives.
(b)
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality
of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As
used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable,
which assumes and agrees to perform this Agreement by operation of law or otherwise.
6.
Number
and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular,
and any gender shall include all other genders. Where specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement
to which it relates.
7.
Section
Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose
of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation
thereof.
8.
Governing
Law . This Agreement shall be deemed to have been executed and delivered within the State of Delaware, and the rights and
obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of
Delaware without regard to principles of conflict of laws.
9.
Severability
. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions
or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions
of this Agreement are declared to be severable.
10.
Entire
Agreement . This Agreement (and the other documents referred to herein) embodies the entire agreement of the parties hereto
respecting the matters within its scope. Any prior negotiations, correspondence, agreements, proposals or understandings relating
to the subject matter hereof shall be deemed to have been merged into this Agreement. There are no representations, warranties, or
agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth
herein. Notwithstanding anything above in this Section 10 to the contrary, and for purposes of clarity, the Confidentiality Agreement,
as well as the Company’s rights under any trade secret, confidentiality, inventions or similar agreement or policy, are not
integrated into this Agreement and shall continue in effect.
11.
Modifications
. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement
expressly referring to this Agreement, which agreement is executed by both of the parties hereto.
12.
Waiver
. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of
any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
13.
Arbitration
. The parties shall attempt in good faith to resolve all claims, disputes and other disagreements arising under this Agreement
by negotiation. In the event that a dispute between the parties cannot be resolved within thirty (30) days of written notice from
one party to the other party, such dispute shall, at the request of either party, after providing written notice to the other party,
be submitted to arbitration in Columbia, Maryland in accordance with the arbitration rules of the American Arbitration Association
then in effect. The notice of arbitration shall specifically describe the claims, disputes or other matters in issue to be submitted
to arbitration. The parties shall jointly select a single arbitrator who shall have the authority to hold hearings and to render
a decision in accordance with the arbitration rules of the American Arbitration Association. If the parties are unable to agree within
ten (10) days, the arbitrator shall be selected by the Chief Judge of the Circuit Court for Howard County. The discovery rights and
procedures provided by the Federal Rules of Civil Procedure shall be available and enforceable in the arbitration proceeding. The
written decision of the arbitrator so appointed shall be conclusive and binding on the parties and enforceable by a court of competent
jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, and each party shall pay
for and bear the cost of its or his own experts, evidence and legal counsel, unless the arbitrator rules otherwise in the arbitration.
Each party agrees to use its or his best efforts to cause a final decision to be rendered with respect to the matter submitted to
arbitration within sixty (60) days after its submission.
14.
Notices
. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class
mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient
at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified
by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally,
five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.
If
to the Company:
Imunon,
Inc.
997
Lenox Drive, Suite 100
Lawrenceville,
NJ 08648
Attention:
General Counsel
and
if to the Executive, to the address most recently on file in the payroll records of the Company.
15.
Counterparts
. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any
party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any
purpose.
16.
Legal
Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that
they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation
and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against
either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read
and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering
into this Agreement and has had ample opportunity to do so.
17.
Section
409A .
(a)
It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including
the Treasury regulations and other published guidance relating thereto) so as not to subject the Executive to payment of any additional
tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid
the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably
possible) the intended benefit payable to the Executive.
(b)
If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of
the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 1.2(b)
of this Agreement until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other
than death, or (ii) the date of the Executive’s death. The provisions of this Section 17(b) shall only apply if, and to the extent,
required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the
Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason
of this Section 17(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date
that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events
within thirty (30) days, after the date of the Executive’s death).
(c)
To the extent that any benefits or reimbursements pursuant to Section 1.2(b)(ii) or Section 1.2(b)(iii) of this Agreement are taxable
to the Executive, any reimbursement payment due to the Executive pursuant to such provisions shall be paid to the Executive on or before
the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits
and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such
benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements
that the Executive receives in any other taxable year.
IN
WITNESS WHEREOF, the Company and the Executive have executed this Change in Control Severance Agreement as
of the Effective Date.
“COMPANY”
Imunon, Inc.
a Delaware corporation
By:
Name:
Title:
“EXECUTIVE”
EXHIBIT
A
GENERAL
RELEASE
Reference
is hereby made to the Change in Control Agreement, dated as of _________, ____, by and between ____________ and Imunon, Inc. (the “Agreement”).
Capitalized terms used but not defined in this release (this “Release”) have the meanings set forth in the
Agreement.
1.
Release For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release
and forever discharge the “Releasees” hereunder, collectively consisting of Imunon, Inc., a Delaware corporation
(the “Company”), and Insperity PEO Services, L.P. (“Insperity”) and their respective
parents companies, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives,
lawyers, trustees, partners, members, stockholders, investors, joint ventures, insurers, and all persons acting by, through, under or
in concert with them, or any of them, both individually and in their official capacities, of and from any and all manner of action or
actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands,
damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter
called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them,
by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include,
without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment, the
terms and conditions of employment or termination of employment of the undersigned by the Releasees, or any of them (including, but not
limited to, any alleged discrimination, harassment or retaliation); any alleged breach of any express or implied contract of employment;
any alleged torts, or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; any
alleged wrongful discharge, whistleblowing, detrimental reliance, defamation, slander, libel, intentional and negligent emotional distress
or compensatory and/or punitive damages; common law, including but not limited to any alleged wrongful or retaliatory discharge in violation
of public policy, breach of the covenant of good faith and fair dealing, interference with contractual relations or prospective business
advantage, invasion of privacy, false imprisonment, and/or fraud; rights to attorneys’ fees, costs, disbursements and/or the like;
and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act,
Sections 1981 through 1988 of Title 42 of the United States Code, the National Labor Relations Act, the Employee Retirement Income Security
Act, all claims under the Family and Medical Leave Act and Worker Adjustment and Retraining Notification Act, and all other federal,
state and local leave and/or WARN laws; and any claim(s) under the New Jersey Law Against Discrimination; New Jersey Equal Pay Act; New
Jersey Civil Rights Law; New Jersey Security and Financial Empowerment Act; New Jersey Conscientious Employee Protection Act; New Jersey
Family Leave Act; New Jersey Earned Sick Leave Laws; New Jersey Wage and Hour Law; New Jersey Wage Payment Law; New Jersey WARN Laws;
New Jersey Workers’ Compensation Law Retaliation Provisions; and any other legally waivable federal, state or local laws, including
common law.
2.
Claims Not Released. Notwithstanding the foregoing, this general release (the “Release”) shall not operate
to release any rights or claims of the undersigned to:
(i)
any
Claims for alleged breach of the Change in Control Agreement between the undersigned and the Company, dated as of ____________, ____;
(ii)
the
accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program,
contract or agreement with the Company;
(iii)
any
Claims for indemnification arising under any indemnification agreement between the undersigned and the Company or under the bylaws,
certificate of incorporation or other similar governing document of the Company;
(iv)
file
a claim for unemployment or workers’ compensation benefits;
(v)
bring
to the attention of the U.S. Equal Employment Opportunity Commission or similar state or local administrative agency claims of discrimination,
harassment, interference with leave rights, and retaliation; provided, however, that the undersigned releases the undersigned’s
right to secure damages or other relief for any such alleged treatment;
(vi)
Claims
which cannot be waived by an employee under applicable law; or
(vii)
with
respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state
or local government regulator.
3.
Exceptions. Notwithstanding anything in this Release to the contrary, nothing contained in this Release shall prohibit the undersigned
from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by,
or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions
of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information in confidence to, any federal,
state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures
Trading Commission, the U.S. Department of Justice, or the U.S. National Labor Relations Board) for the purpose of reporting or investigating
a suspected violation of law, or from providing such information to the undersigned’s attorney or in a sealed complaint or other
document filed in a lawsuit or other governmental proceeding, and/or (iii) exercising any rights the undersigned may have under Section
7 of the U.S. National Labor Relations Act. Pursuant to 18 USC Section 1833(b), the undersigned acknowledges that (1) the undersigned
will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is
made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely
for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal, and (2) if the undersigned files a lawsuit for retaliation by the Releasees for
reporting a suspected violation of law, the undersigned may disclose the trade secret to the undersigned’s attorney and use the
trade secret information in the court proceeding, if the undersigned files any document containing the trade secret under seal and does
not disclose the trade secret, except pursuant to court order.
4.
Representations. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in
any Claim which the undersigned may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees,
and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees,
or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is
the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against
the undersigned under this indemnity.
5.
No Action. The undersigned agrees that if the undersigned hereafter commences any suit arising out of, based upon, or relating
to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder,
then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all
attorneys’ fees, costs, and expenses incurred by Releasees in defending or otherwise responding to said suit or Claim.
6.
No Admission. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of
this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have
consistently taken the position that they have no liability whatsoever to the undersigned.
7.
OWBPA. The undersigned agrees and acknowledges that this Release constitutes a knowing and voluntary waiver and release of all
Claims the undersigned has or may have against the Company and/or any of the other Releasees as set forth herein, including, but not
limited to, all Claims arising under the Older Worker’s Benefit Protection Act and the Age Discrimination in Employment Act. In
accordance with the Older Worker’s Benefit Protection Act, the undersigned is hereby advised as follows:
(i)
the
undersigned has read the terms of this Release, and understands its terms and effects, including the fact that the undersigned agreed
to release and forever discharge the Company and each of the Releasees, from any Claims released in this Release;
(ii)
the
undersigned understands that, by entering into this Release, the undersigned does not waive any Claims that may arise after the date
of the undersigned’s execution of this Release, including without limitation any rights or claims that the undersigned may
have to secure enforcement of the terms and conditions of this Release;
(iii)
the
undersigned has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which
the undersigned acknowledges is adequate and satisfactory to the undersigned and which the undersigned acknowledges is in addition
to any other benefits to which the undersigned is otherwise entitled;
(iv)
the
Company advised the undersigned to consult with an attorney prior to executing this Release;
(v)
the
undersigned has been given at least 21 days in which to review and consider this Release. To the extent that the undersigned chooses
to sign this Release prior to the expiration of such period, the undersigned acknowledges that the undersigned has done so voluntarily,
had sufficient time to consider the Release, to consult with counsel and that the undersigned does not desire additional time and
hereby waives the remainder of the 21-day period; and
(vi)
the
undersigned may revoke this Release within seven days from the date the undersigned signs this Release and this Release will become
effective upon the expiration of that revocation period. If the undersigned revokes this Release during such seven-day period, this
Release will be null and void and of no force or effect on either the Company or the undersigned and the undersigned will not be
entitled to any of the payments or benefits which are expressly conditioned upon the execution and non-revocation of this Release.
Any revocation must be in writing and sent to Stacy Lindborg, via electronic mail at slindborg@imunon.com, on or before 11:59 p.m.
Eastern time on the seventh day after this Release is executed by the undersigned.
8.
Governing Law. This Release is deemed made and entered into in the State of New Jersey, and in all respects shall be interpreted,
enforced and governed under the internal laws of the State of New Jersey, to the extent not preempted by federal law.
IN
WITNESS WHEREOF, the undersigned has executed this Release on the date set forth below.
Name:
Date:
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