Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 October 2024

 

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 October 8, 2024 titled:

 

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

 

A copy of the Public Notice is 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.

 

1

 

 

EXHIBITS

 

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

 

2

 

 

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: October 8, 2024	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

 

Exhibit 99.1

 

 

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

 

Melbourne, Australia, October 8, 2024

 

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	7 October 2024
Number Issued	1,147,083

 

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

 

 

Exhibit 99.2

 

Appendix 2A - Application for quotation of securities

 

Announcement Summary

  

 

 

Entity name

 

IMMURON LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

Tuesday October 08, 2024

 

The +securities to be quoted are:

 

+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted

 

Total number of +securities to be quoted

 

ASX +security code		Security description		Number of +securities to be quoted				Issue date
IMC		ORDINARY FULLY PAID			1,147,083			07/10/2024

 

Refer to next page for full details of the announcement

 

Appendix 2A - Application for quotation of securities

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Appendix 2A - Application for quotation of securities

 

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

 

8/10/2024

 

Appendix 2A - Application for quotation of securities

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Appendix 2A - Application for quotation of securities

  

Part 2 - Type of Issue

 

 

 

2.1 The +securities to be quoted are:

 

+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted

 

2.2 The +class of +securities to be quoted is:

 

Additional +securities in a class that is already quoted on ASX (“existing class”)

 

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Appendix 2A - Application for quotation of securities

  

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

 

 

 

Existing +securities converting into additional +securities in an existing class

 

FROM (Existing Class)

 

ASX +security code and description

 

IMCAE : PERFORMANCE RIGHTS

 

TO (Existing Class)

 

ASX +security code and description

 

IMC : ORDINARY FULLY PAID

 

	Please state the number of options that were exercised or other +convertible securities that were converted		The first date the options were exercised or other +convertible securities were converted		The last date the options were exercised or other +convertible securities were converted
	1,147,083		7/10/2024		7/10/2024

 

Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertible securities now been converted)?

 

No

 

The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by:

 

An issue of new +securities

 

The underlying +securities being received by the holder are:

 

Intended to be, but are not yet, quoted by ASX

 

Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme?

 

Yes

 

Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate?

 

Yes

 

Provide details of the KMP or +associates who are exercising options or converting convertible securities

 

	Name of KMP		Name of registered holder		Number of options being exercised or other +convertible securities being converted
	Steven Lydeamore		Steven Lydeamore		1,147,083

 

Issue date

 

7/10/2024

 

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class?

 

Yes

 

Appendix 2A - Application for quotation of securities

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Appendix 2A - Application for quotation of securities

 

Issue details

 

 

 

Number of +securities to be quoted

 

1,147,083

 

Are the +securities being issued for a cash consideration?

 

No

 

Please describe the consideration being provided for the +securities

 

Conversion of Performance Rights issued under employee incentive scheme (Omnibus Plan)

 

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

 

0.000000

 

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

 

  

Appendix 2A - Application for quotation of securities

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Appendix 2A - Application for quotation of securities

  

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			229,145,429

 

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			541,756
IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			2,930,000
IMCAD : OPTION EXPIRING 13-NOV-2024 EX $0.12			7,900,000
IMCAM : OPTION EXPIRING 21-JUL-2025 EX USD$0.5859375			2,560,000

 

Appendix 2A - Application for quotation of securities

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