IMRN Immuron Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of January 2025

 

Commission File Number: 001-38104

 

IMMURON LIMITED

(Name of Registrant)

 

Level 3, 62 Lygon Street, Carlton South, Victoria, 3053, Australia

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ☐       No ☒

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

 

IMMURON LIMITED

 

EXPLANATORY NOTE

 

Immuron Limited (the “Company”) published two announcements (the “Public Notices”) to the Australian Securities Exchange on January 10, 2025 titled:

 

	-	“Application for quotation of securities - IMC”
	-	“Notice under section 708A”

 

A copy of the Public Notices are attached as an exhibit to this report on Form 6-K.

 

This report on Form 6-K (including the exhibit hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

 

EXHIBITS

 

Exhibit Number		Description
99.1		Application for quotation of securities - IMC
99.2		Notice under section 708A

 

 

SIGNATURE

 

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, thereunto duly authorized.

 

	IMMURON LIMITED
Date: January 10, 2025	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

Exhibit 99.1

 

Appendix 2A - Application for quotation of securities

 

Announcement Summary

 

Entity name

 

IMMURON LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

Friday January 10, 2025

 

The +securities to be quoted are:

 

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

 

Total number of +securities to be quoted

 

	ASX +security code	Security description	Number of +securities to be quoted	Issue date
	IMC	ORDINARY FULLY PAID	2,579,760	08/01/2025

 

Refer to next page for full details of the announcement

 

 

Part 1 - Entity and announcement details

 

1.1 Name of entity

 

IMMURON LIMITED

 

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

 

	1.2 Registered number type	Registration number
	ACN	063114045

 

1.3 ASX issuer code

 

IMC

 

1.4 The announcement is

 

New announcement

 

1.5 Date of this announcement

 

10/1/2025

 

 

Part 2 - Type of Issue

 

2.1 The +securities to be quoted are:

 

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

 

Previous Appendix 3B details:

 

	Announcement Date and Time	Announcement Title	Selected Appendix 3B to submit quotation request
	08-Jan-2025 14:42	New - Proposed issue of securities - IMC	A placement or other type of issue

 

2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

 

No

 

 

Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B

 

Placement Details

 

ASX +security code and description

 

IMC : ORDINARY FULLY PAID

 

Issue date

 

8/1/2025

 

Distribution Schedule

 

Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category.

 

	Number of +securities held	Number of holders	Total percentage of +securities held For example, to enter a value of 50% please input as 50.00
	1 - 1,000		%
	1,001 - 5,000		%
	5,001 - 10,000		%
	10,001 - 100,000		%
	100,001 and over		%

 

 

Issue details

 

Number of +securities to be quoted

 

2,579,760

 

Are the +securities being issued for a cash consideration?

 

Yes

 

	In what currency is the cash consideration being paid?	What is the issue price per +security?
	AUD - Australian Dollar	AUD 0.08740000

 

Any other information the entity wishes to provide about the +securities to be quoted

 

Securities issued under an ATM trade in line with the Form F-3 and ATM Prospectus lodged on 3 July 2024.

 

 

Part 4 - Issued capital following quotation

 

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

 

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

 

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

 

	ASX +security code and description	Total number of +securities on issue
	IMC : ORDINARY FULLY PAID	231,725,189

 

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

 

	ASX +security code and description	Total number of +securities on issue
	IMCAE : PERFORMANCE RIGHTS	5,928,566
	IMCA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	5,930,000
	IMCAM : OPTION EXPIRING 21-JUL-2025 EX USD$0.5859375	2,560,000

 

 

Exhibit 99.2

 

 

 

Notice Under Section 708A(5) of the Corporations Act

 

Melbourne, Australia, January 10, 2025

 

This notice is given by Immuron Limited (ASX: IMC; NASDAQ: IMRN) under section 708A(5)(e) of the Corporations Act 2001 (the ‘Corporations Act’).

 

Type	Shares
Class	Ordinary
ASX code	IMC
Date of Issue	8 January 2025
Number Issued	2,579,760

 

The Company gives notice under section 708A(5)(e) of the Corporations that:

 

1.

the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act;

 

2.

as at the date of this notice the Company has complied with:

 

(i)

the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

 

(ii)

sections 674 and 674A of the Corporations Act; and

 

3.

as at the date of this notice, there is no information to be disclosed which is ‘excluded information’ (as defined in sections 708A(7) and 708A(8) of the Corporations Act) which is required to be disclosed by the Company.

 

Phillip Hains

Company Secretary

 

 

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