Imunon, Inc. Stock Compensation Disclosure

11. STOCK-BASED COMPENSATION

 

The Company has long-term compensation plans that permit the granting of equity-based awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, and performance awards.

 

At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the Imunon, Inc. 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 180,000 shares of Imunon common stock as equity awards in the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, performance awards, or in any combination of the foregoing. At the 2019 Annual Stockholders Meeting of the Company held on May 14, 2019, stockholders approved an amendment to the 2018 Plan whereby the Company increased the number of common stock shares available by 80,000 to a total of 260,000 under the 2018 Plan, as amended. At the 2020 Annual Stockholders Meeting of the Company held on June 15, 2020, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 166,667 to a total of 426,667 under the 2018 Plan, as amended. At the 2021 Annual Stockholders Meeting of the Company held on June 10, 2021, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 513,333 to a total of 940,000 under the 2018 Plan, as amended. At the 2023 Annual Stockholders Meeting of the Company held on June 14, 2023, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 1,030,000 to a total of 1,970,000 under the 2018 Plan, as amended.

 

The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of Imunon common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of Imunon must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options.

 

Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards.

 

As of December 31, 2024, the Compensation Committee of the Board of Directors approved the grant of inducement stock options (the “Inducement Option Grants”) to purchase a total of 110,000 shares of Imunon common stock. Each award has a grant date of the date of grant. Each Inducement Option Grant has a weighted exercise price of $1.02 per share. Each Inducement Option Grant vests over four years, with one-fourth vesting on the one-year anniversary of the employee’s first day of employment with the Company and one-fourth vesting on the second, third and fourth anniversaries thereafter, subject to the new employee’s continued service relationship with the Company on each such date. Each Inducement Option Grant has a ten-year term and is subject to the terms and conditions of the applicable stock option agreement.

 

As of December 31, 2024, there were a total of 1,975,073 shares of Imunon common stock reserved for issuance under the 2018 Plan, which were comprised of 1,555,073 shares of Imunon common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 420,000 shares of Imunon common stock available for future issuance under the 2018 Plan. As of December 31, 2024, there are a total of 130,500 shares of Imunon common stock subject to outstanding inducement awards.

 

Total compensation cost related to stock options and restricted stock awards was approximately $0.5 million and $0.8 million during 2024 and 2023, respectively. Of these amounts, $0.3 million and $0.2 million were charged to research and development expenses during 2024 and 2023, respectively, and $0.2 million and $0.6 million were charged to general and administrative expenses during 2024 and 2023, respectively.

 

 

A summary of stock option awards as of December 31, 2024 and changes during the two-year period ended December 31, 2024 is presented below:

 SUMMARY OF STOCK OPTIONS

Stock Options		Number Outstanding				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (years)				Aggregate Intrinsic Value
Outstanding at January 1, 2023			760,220			$	4.55
Options granted			432,500			$	1.23
Options canceled or expired			(129,238	)		$	9.37
Outstanding at December 31, 2023			1,063,482			$	2.61
Options granted			1,051,835			$	1.12
Options canceled or expired			(469,444	)		$	1.58
Outstanding at December 31, 2024			1,645,873			$	1.95				8.8			$	13,476
Exercisable at December 31, 2024			907,723			$	2.58				8.3			$	7,299

 

A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2024 and changes during the two-year period ended December 31, 2024, is presented below:

 SUMMARY OF NON-VESTED RESTRICTED STOCK AWARDS

Restricted Stock		Number Outstanding				Weighted Average Grant Date Fair Value
Non-vested stock awards outstanding at January 1, 2023			69,650			$	1.92
Granted			22,100			$	0.92
Vested and issued			(59,450	)		$	1.91
Forfeited			(200	)		$	4.60
Non-vested stock awards outstanding at December 31, 2023			32,100			$	1.23
Granted			39,700			$	0.99
Vested and issued			(12,100	)		$	1.84
Forfeited			(20,000	)		$	0.88
Non-vested stock awards outstanding at December 31, 2024			39,700			$	0.99

 

A summary of stock options outstanding at December 31, 2024 by price range is as follows:

 SUMMARY OF STOCK OPTIONS OUTSTANDING

						Options Outstanding								Options Exercisable
Range of Exercise Prices		Number				Weighted Average Remaining Contractual Term (in years)				Weighted Average Exercise Price				Number				Weighted Average Remaining Contractual Term (in years)				Weighted Average Exercise Price
Up to $1.50			1,250,252				9.3			$	1.15				513,433				9.1			$	1.13
$1.51 to $4.50			207,345				7.5			$	1.93				206,289				7.5			$	1.93
Above $4.51			188,276				6.9			$	7.28				188,001				6.9			$	7.27
			1,645,873												907,723

 

 

The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from Imunon’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model:

 SCHEDULE OF ASSUMPTIONS USED TO DETERMINE FAIR VALUE OF OPTIONS GRANTED

		Year Ended December 31,
		2024				2023
Risk-free interest rate			3.72% to 4.50	%			3.39 % to 4.81	%
Expected volatility			101.7% to 115.8	%			100.0% to 113.6	%
Expected life (in years)			7.5 to 10				7.5 to 10
Expected dividend yield			0.0	%			0.0	%

 

Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. As of December 31, 2024, there was $0.5 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.4 years.