Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Note 8. 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.

In 2018, stockholders approved the Imunon, Inc. 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as amended, permits the granting of 131,334 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.

As of June 30, 2025, there were a total of 130,691 shares of Imunon common stock reserved for issuance under the 2018 Plan, which were comprised of 112,424 shares of Imunon common stock subject to equity awards previously granted under the 2018 Plan and the Company’s 2007 Stock Incentive Plan and 18,267 shares of Imunon common stock available for future issuance under the 2018 Plan. At the 2025 Annual Stockholders Meeting of the Company held on July 11, 2025, stockholders approved an amendment to the 2018 Plan, as previously amended, whereby the Company increased the number of shares of common stock available by 133,333 to a total of 264,667 under the 2018 Plan, as amended. Prior to the adoption of the 2018 Plan, the Company had maintained the 2007 Stock Incentive Plan (the “2007 Plan”).

As of June 30, 2025, the Compensation Committee of the Board of Directors approved the grant of inducement stock options (the “Inducement Option Grants”) to purchase a total of 15,366 shares of Imunon common stock. Each Inducement Option Grant has a weighted exercise price of $14.71 per share. Each Inducement Option Grant vests over three years, with one-third vesting on the one-year anniversary of the employee’s first day of employment with the Company and one-third vesting on the second and third 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.

Total compensation cost related to stock options and restricted stock awards was approximately $0.3 million and $0.1 million of expense for the six months ended June 30, 2025 and 2024, respectively. Of these amounts, approximately $0.1 million for the six months ended June 30, 2025 and 2024 were charged to research and development expenses and $0.2 million of expense for the six months ended June 30, 2025 and $17,000 reversal of expense for the six months ended June 30, 2024 were charged to general and administrative expenses.

A summary of stock option awards and restricted stock grants, inclusive of awards granted under the 2018 Stock Plan and Inducement Option Grants for the six-months ended June 30, 2025 is presented below:

	Stock Options					Restricted Stock Awards				Weighted Average
	Options Outstanding			Weighted Average Exercise Price		Non-vested Restricted Stock Outstanding		Weighted Average Grant Date Fair Value		Contractual Terms of Equity Awards (in years)
Equity awards outstanding at January 1, 2025		109,725		$	29.31		2,647	$	14.85

Equity awards granted		21,449		$	12.96		-	$	-

Equity awards issued		-			-		980	$	14.85

Equity awards terminated		(5,050	)	$	27.88		-	$	-

Equity awards outstanding at June 30, 2025		126,124		$	26.59		1,667	$	14.85		8.7

Equity awards exercisable at June 30, 2025		78,453		$	32.70						8.1

Aggregate intrinsic value of equity awards exercisable at June 30, 2025	$	-

As of June 30, 2025, there was $0.4 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a period of three 3to four years. The weighted average grant date fair value of the stock options granted was $0.81 during the six months ended June 30, 2025.

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 the Company’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:

	For the Six Months Ended June 30,
	2025			2024
Risk-free interest rate		4.31 to 4.55	%		4.31	%
Expected volatility		110.74 to 115.63	%		101.74 to 108.94	%
Expected life (in years)		9.0 to 10.0			9.0 to 10.0
Expected dividend yield		0.0	%		0.0	%

Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant.

Imunon, Inc. 10-Q