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 December 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 four announcements (the “Public Notices”) to the Australian Securities Exchange on December 10, 2024 titled:

 

- -

“Notification regarding unquoted securities IMC” “Change of Director's Interest Notice (JJ)” “Change of Director's Interest Notice (DP)” “Change of Director's Interest Notice (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 regarding unquoted securities - IMC
99.2		Change of Director's Interest Notice (JJ)
99.3		Change of Director's Interest Notice (DP)
99.4		Change of Director's Interest Notice (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: December 10, 2024	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

Exhibit 99.1

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Announcement Summary

 

Entity name

 

IMMURON LIMITED

 

Date of this announcement

 

Tuesday December 10, 2024

 

The +securities the subject of this notification are:

 

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

 

Total number of +securities to be issued/transferred

  

ASX +security code		Security description		Total number of +securities to be issued/transferred				Issue date
IMCAI		OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			3,000,000			09/12/2024

 

Refer to next page for full details of the announcement

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

1 / 6

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 1 - Entity and announcement details

 

1.1 Name of entity

 

IMMURON LIMITED

 

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

 

	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

 

10/12/2024

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

2 / 6

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

  

Part 2 - Issue details

 

2.1 The +securities the subject of this notification are:

 

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

 

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

 

has an existing ASX security code (“existing class”)

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

3 / 6

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

  

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

 

ASX +security code and description

 

IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

 

Date the +securities the subject of this notification were issued

 

9/12/2024

 

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

 

Yes

 

Were any of the +securities issued to +key management personnel (KMP) or an +associate?

 

Yes

 

Provide details of the KMP or +associates being issued +securities.

 

	Name of KMP		Name of registered holder		Number of +securities
	Mr. Daniel Pollock		Mr. Daniel Pollock		1,000,000
	Professor. Ravi Savarirayan		Professor. Ravi Savarirayan		1,000,000
	Dr. Jeannette Joughin		Dr. Jeannette Joughin		1,000,000

 

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

 

Per Resolutions 5, 6 and 7 concerning the issue of options to Mr. Daniel Pollock, Professor. Ravi Savarirayan, Dr. Jeannette Joughin approved by shareholders in the AGM held on 18 November 2024: https://cdn-api.markitdigital.com/api man-gateway/ASX/asx-research/1.0/file/2924-02868160-3A653375

  

Any other information the entity wishes to provide about the +securities the subject of this notification

 

N/A

 

Issue details

 

Number of +securities

 

3,000,000

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

4 / 6

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

  

Part 4 - +Securities on issue

 

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities 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 issued and quoted on ASX)

 

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			5,928,566
IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			5,930,000
IMCAM : OPTION EXPIRING 21-JUL-2025 EX USD$0.5859375			2,560,000

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

5 / 6

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 5 - Other Listing Rule requirements

 

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?

 

Yes

 

5.1a Select the number of the applicable exception in Listing Rule 7.2

 

14

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

6 / 6

 

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 30/09/01 Amended 01/01/11

 

Name of Entity:	Immuron Limited
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:	Dr Jeannette Joughin
Date of Last Notice:	5 June 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.	N/A
Date of change	9 December 2024

		Shares	Options
No. of securities held prior to change	Direct	-	-
	Indirect	-	-
	Total	-	-

Class	Unlisted Options
Number acquired	1,000,000
Number disposed	NIL

 

+ 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

Non-cash, per Resolution 5 approved by shareholders at the Annual General Meeting of the Company held on 18 November 2024.

No. of securities held after change		Shares	Options
	Direct	-	1,000,000
	Indirect	-	-
	Total	-	1,000,000

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

Per Resolution 5 approved by shareholders at the Annual General Meeting of the Company held on 18 November 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.
Appendix 3Y Page 2	01/01/2011

 

Exhibit 99.3

 

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 30/09/01 Amended 01/01/11

 

Name of Entity:	Immuron Limited
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 November 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	9 December 2024

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

Class	Unlisted Options
Number acquired	1,000,000
Number disposed	NIL

 

+ 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

Non-cash, per Resolution 6 approved by shareholders at the Annual General Meeting of the Company held on 18 November 2024.

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

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

Per Resolution 6 approved by shareholders at the Annual General Meeting of the Company held on 18 November 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.
Appendix 3Y Page 2	01/01/2011

 

Exhibit 99.4

 

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 30/09/01 Amended 01/01/11

 

Name of Entity	Immuron Limited
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	14 November 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	9 December 2024

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

Class	Unlisted Options
Number acquired	1,000,000
Number disposed	NIL

 

+ 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

Non-cash, per Resolution 7 approved by shareholders at the Annual General Meeting of the Company held on 18 November 2024.

No. of securities held after change		Shares	Options
	Direct	409,090	1,000,000
	Indirect	468,750	-
	Total	877,840	1,000,000

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

Per Resolution 7 approved by shareholders at the Annual General Meeting of the Company held on 18 November 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.
Appendix 3Y Page 2	01/01/2011

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