STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

12. 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.

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, 2022, the Compensation Committee of the Board of Directors approved the grant of (i) inducement stock options (the “Inducement Option Grants”) to purchase a total of 204,501 shares of Imunon common stock and (ii) inducement restricted stock awards (the “Inducement Stock Grants”) totaling 69,250 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 $1.76 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. Each of Inducement Stock Grant vested on the one-year anniversary of the employee’s first day of employment with the Company is subject to the new employee’s continued service relationship with the Company through such date and is subject to the terms and conditions of the applicable restricted stock agreement.

As of December 31, 2022, there were a total of 945,073 shares of Imunon common stock reserved for issuance under the 2018 Plan, which were comprised of 556,119 shares of Imunon common stock subject to equity awards previously granted under the 2018 Plan and 2007 Plan and 388,954 shares of Imunon common stock available for future issuance under the 2018 Plan. As of December 31, 2022, there are a total of 263,751 shares of Imunon common stock subject to outstanding inducement awards.

Total compensation cost related to stock options and restricted stock awards was approximately $2.7 million and $3.8 million during 2022 and 2021, respectively. Of these amounts, $0.9 million and $1.4 million were charged to research and development expenses during 2022 and 2021, respectively, and $1.8 million and $2.4 million were charged to general and administrative expenses during 2022 and 2021, respectively.

A summary of stock option awards as of December 31, 2022 and changes during the two-year period ended December 31, 2022 is presented below:

Stock Options	Number Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at January 1, 2021		308,313		$	41.55
Options granted		148,016		$	32.09
Options exercised		(500	)	$	9.45
Options canceled or expired		(14,404	)	$	38.23
Outstanding at December 31, 2021		441,425		$	38.50
Options granted		716,156		$	2.72
Options canceled or expired		(397,361	)	$	39.06
Outstanding at December 31, 2022		760,220		$	4.55		9.25	$	–
Exercisable at December 31, 2022		201,935		$	8.07		8.9	$	–

A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2022 and changes during the two-year period ended December 31, 2022, is presented below:

Restricted Stock	Number Outstanding			Weighted Average Grant Date Fair Value
Non-vested stock awards outstanding at January 1, 2021		83		$	9.45
Granted		1,464		$	13.48
Forfeited		(66	)	$	33.30
Non-vested stock awards outstanding at December 31, 2021		1,481		$	12.36
Granted		69,650		$	1.92
Vested and issued		(1,381	)	$	12.04
Forfeited		(100	)	$	9.45
Non-vested stock awards outstanding at December 31, 2022		69,650		$	1.92

A summary of stock options outstanding at December 31, 2022 by price range is as follows:

	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 $10.00		709,952		9.41	$	2.78		166,301		9.33	$	3.11
$10.01 to $25.00		10,500		8.08	$	18.42		5,597		7.82	$	18.54
Above $25.01		39,768		6.67	$	32.43		30,037		6.52	$	33.62
		760,220						201,935

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:

	Year Ended December 31,
	2022			2021
Risk-free interest rate		1.74 % to 3.97 %			1.54 % to 1.74 %
Expected volatility		100.0% to 113.9 %			106.8% to 113.2 %
Expected life (in years)		7.5 to 10.0			7.5 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. As of December 31, 2022, there was $0.7 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 2.1 years.