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 November 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 November 14, 2024 titled:

 

-

“Notification of cessation of securities - IMC”

 

-

“Change of Director's Interest Notice (DP RS)”

 

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		Notification of cessation of securities - IMC
99.2		Change of Director's Interest Notice (DP RS)

 

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: November 14 2024	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

Exhibit 99.1

 

Appendix 3H - Notification of cessation of securities

 

Announcement Summary

 

Entity name

 

IMMURON LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

Thursday November 14, 2024

 

Details of +securities that have ceased

 

ASX +security code		Security description		Number of +securities that have ceased				The +securities have ceased due to		Date of cessation
IMCAD		OPTION EXPIRING 13-NOV-2024 EX $0.12			7,900,000			Expiry of option or other convertible security without exercise or conversion		13/11/2024

 

Refer to next page for full details of the announcement

 

Appendix 3H - Notification of cessation of securities

1/4

 

Appendix 3H - Notification of cessation of securities

Part 1 - Announcement Details

 

1.1

Name of +Entity

 

IMMURON LIMITED

 

We (the entity named above) provide the following information about our issued capital.

 

	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

 

14/11/2024

 

Appendix 3H - Notification of cessation of securities

2/4

 

Appendix 3H - Notification of cessation of securities

 

Part 2 - Details of +equity securities or +debt securities that have ceased

 

ASX +Security Code and Description

 

IMCAD : OPTION EXPIRING 13-NOV-2024 EX $0.12

 

Unquoted +equity securities that have ceased
Number of securities that have ceased
7,900,000

 

Reason for cessation

 

Expiry of option or other convertible security without exercise or conversion

 

	Date of cessation		Is the entity paying any consideration for the cessation?
	13/11/2024		No

 

Any other information the entity wishes to notify to ASX about the cessation?

 

Appendix 3H - Notification of cessation of securities

3/4

 

Appendix 3H - Notification of cessation of securities

 

Part 3 - Issued capital following changes

 

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

 

The figures in parts 3.1 and 3.2 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.

 

3.1

Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)

 

	ASX +security code and description		Total number of +securities on issue
	IMC : ORDINARY FULLY PAID		229,145,429

 

3.2

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

 

	ASX +security code and description		Total number of +securities on issue
	IMCAE : PERFORMANCE RIGHTS		5,928,566
	IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES		2,930,000
	IMCAD : OPTION EXPIRING 13-NOV-2024 EX $0.12		0
	IMCAM : OPTION EXPIRING 21-JUL-2025 EX USD$0.5859375		2,560,000

 

Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

 

Appendix 3H - Notification of cessation of securities

4/4

 

 

Exhibit 99.2

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001. Amended 01/01/11

 

Name of Entity:	Immuron Limited (ASX: IMC)
ABN:	80 063 114 045

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Daniel Pollock
Date of Last Notice:	14 March 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	-
Date of change	13 November 2024

		Shares	Options
No. of securities held prior to change	Direct	643,550	1,600,000
	Indirect	174,480	-
	Total	818,030	1,600,000

Class

Unlisted Options

Number acquired		Shares	Options
	Direct	-	-
	Indirect	-	-
	Total	-	-

Number disposed		Shares	Options
	Direct	-	-1,600,000
	Indirect	-	-
	Total	-	-1,600,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

n/a

No. of securities held after change		Shares	Options
	Direct	643,550	-
	Indirect	174,480	-
	Total	818,030	-

Nature of change Example: On-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Lapse of options upon expiry 13 Nov 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

Part 3 – +Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 2

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001. Amended 01/01/11

 

Name of Entity:	Immuron Limited (ASX:IMC)
ABN:	80 063 114 045

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Ravi Savarirayan
Date of Last Notice:	9 February 2021

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Director Related Entity
Date of change	13 November 2024

No. of securities held prior to change		Shares	Options
	Direct	409,090	900,000
	Indirect	468,750	-
	Total	877,840	900,000

Class

Unlisted Options

Number acquired		Shares	Options
	Direct	-	-
	Indirect	-	-
	Total	-	-

Number disposed		Shares	Options
	Direct	-	-
	Indirect	-	-900,000
	Total	-	-900,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

n/a

No. of securities held after change		Shares	Options
	Direct	409,090	-
	Indirect	468,750	-
	Total	877,840	-

Nature of change Example: On-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Lapse of options upon expiry 13 Nov 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

Part 3 – +Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 2

---