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 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 one announcement (the “Public Notice”) to the Australian Securities Exchange on January 8, 2025 titled:

 

-

Proposed issue 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.

 

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EXHIBITS

 

Exhibit Number		Description
99.1		Proposed issue 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: January 8, 2025	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

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Exhibit 99.1

 

Appendix 3B - Proposed issue of securities

 

 

Announcement Summary

 

Entity name

 

IMMURON LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

8/1/2025

 

The Proposed issue is:

 

A placement or other type of issue

 

Total number of +securities proposed to be issued for a placement or other type of issue

 

ASX +security code		+Security description		Maximum Number of +securities to be issued
IMC		ORDINARY FULLY PAID			2,579,760

 

Proposed +issue date

 

8/1/2025

 

Refer to next page for full details of the announcement

 

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

 

Part 1 - Entity and announcement details

 

1.1 Name of +Entity

 

IMMURON LIMITED

 

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

 

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

 

	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

 

8/1/2025

 

1.6 The Proposed issue is:

 

A placement or other type of issue

 

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

 

Part 7 - Details of proposed placement or other issue

 

Part 7A - Conditions

 

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?

 

No

 

Part 7B - Issue details

 

	Is the proposed security a ‘New class’ (+securities in a class that is not yet quoted or recorded by ASX) or an ‘Existing class’ (additional securities in a class that is already quoted or recorded by ASX)?		Will the proposed issue of this +security include an offer of attaching +securities?
	Existing class		No

 

Details of +securities proposed to be issued

 

ASX +security code and description

 

IMC : ORDINARY FULLY PAID

 

Number of +securities proposed to be issued

 

2,579,760

 

Offer price details

 

Are the +securities proposed to be issued being issued for a cash consideration?

 

Yes

 

	In what currency is the cash consideration being paid?		What is the issue price per
	AUD - Australian Dollar		+security? AUD 0.08740

 

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

 

Yes

 

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

 

Part 7C - Timetable

 

7C.1 Proposed +issue date

 

8/1/2025

 

Part 7D - Listing Rule requirements

 

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?

 

No

 

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

 

No

 

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

 

Yes

 

7D.1c (i) How many +securities are proposed to be issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A?

 

2,579,760

 

7D.1c (ii) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

 

Due to the costs and timing benefits of completing the placement.

 

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

 

No

 

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?

 

No

 

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

 

No

 

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

 

Part 7E - Fees and expenses

 

7E.1 Will there be a lead manager or broker to the proposed issue?

 

No

 

7E.2 Is the proposed issue to be underwritten?

 

No

 

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

 

Part 7F - Further Information

 

7F.01 The purpose(s) for which the entity is issuing the securities

 

To further research and development activities and provide on-going working capital.

 

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?

 

No

 

7F.2 Any other information the entity wishes to provide about the proposed issue

 

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

 

The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

 

Appendix 3B - Proposed issue of securities

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