Immuron Ltd 6-K, filed Jul 7, 2021

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 July 2021

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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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 Notices”) to the Australian Securities Exchange on July 7, 2021 titled:

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.

EXHIBITS

1

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.

2

Exhibit 99.1

7 July 2021

Market Update

Immuron Limited (Immuron) refers to its market update of 8 June 2021 advising the market that it had lodged a submission with the ASX regarding a proposed major transaction.

ASX confirmed to Immuron on 11 June 2021 that if it proceeds with the proposed transaction, that ASX will exercise its discretion under Listing Rule 11.1.3 to require Immuron to recomply with chapters 1 and 2 of the listing rules.

Immuron is required to lodge a formal In-Principle Advice Application in accordance with Guidance Note 12. That application has now been received by ASX, and the ASX is currently considering the application in connection with Immuron’s suitability for admission to the official list of ASX Limited (ASX) as an ASX Listing under ASX Listing Rules 1.1 condition 1 and 1.19.

Immuron acknowledges that its securities will remain suspended until it has met the requirements set out in Guidance Note 12.

On behalf of the Board

Phillip Hains

Company Secretary