IMRN 6-K
Immuron Ltd (IMRN)
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 September 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 two announcements (the “Public Notices”) to the Australian Securities Exchange on September 2, 2025 titled:
| - | Appendix 4E Preliminary Final Report |
|---|---|
| - | FY25 Results Presentation |
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 <br><br>Number | Description |
|---|---|
| 99.1 | Appendix 4E Preliminary Final Report |
| 99.2 | FY25 Results Presentation |
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: September 2, 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary |
3
Exhibit99.1
ImmuronLimited
Appendix4E
Preliminaryfinal report
1.Company details
| Name of entity: | Immuron Limited | |||
|---|---|---|---|---|
| ABN: | 80 063 114 045 | |||
| Reporting period: | For the year ended 30 June 2025 | |||
| Previous period: | For the year ended 30 June 2024 | |||
| 2.<br> Results for announcement to the market | ||||
| --- | --- | --- | --- | --- |
| Revenue<br> from ordinary activities | up | 48.6%<br> to | ||
| Loss<br> from ordinary activities after tax attributable to the members of Immuron Limited | down | 24.3%<br> to | ) | |
| Loss<br> for the year attributable to the members of Immuron Limited | down | 24.3%<br> to | ) |
All values are in US Dollars.
| 3. Net tangible assets | ||||
|---|---|---|---|---|
| Consolidated | ||||
| 2025 | 2024 | |||
| Cents | Cents | |||
| Net tangible asset<br> backing (per security) | 3.39 | 5.51 |
The calculation of net tangible assets excludes right-of-use assets arising from AASB 16 Leases.
4.Explanation of results
The reported loss after tax of the current financial year of $5,253,209 (2024: $6,936,957) is after fully expensing the company’s research and development expenditure of $3,597,296 incurred during the year (2024: $5,375,461). Of which, $146,252 (2024: $2,599,458) was funded by the R&D grant from Medical Technology Enterprise Consortium (MTEC).
The revenue from contracts with customers for the year was $7,287,002, which is an increase of 48.6% from the prior financial year (2024: $4,902,865), primarily due to the sales increase in the Australian and North American markets for Travelan®. We anticipate that revenues from sales of our Travelan® product will continue to increase in the future.
As at 30 June 2025, the company’s cash position was $2,830,526 (30 June 2024: $11,657,315). The company had trade and other receivables of $1,888,370 (30 June 2024: $1,387,573). This receivables amount includes future receivables from the Australian Government under the R&D Tax Incentive program. The company had other current assets of $3,486,744 (30 June 2024: $96,841). This other current assets amount includes a 90-day fixed term deposit of $3,036,278 (30 June 2024: Nil), which matured on 27 July 2025.
The preliminary final report follows, with the further details to be included in the audited financial statements to be released by 30 September 2025.
ImmuronLimited
Appendix4E
Preliminaryfinal report
5.Distributions
No dividends have been paid or declared by the company for the current financial year. No dividends were paid for the previous financial year.
6.Changes in controlled entities
There have been no changes in controlled entities during the year ended 30 June 2025.
7.Details of associates and joint venture entities
| Ownership<br> interest held by | |||||||
|---|---|---|---|---|---|---|---|
| Place of | the<br> Group | ||||||
| business/country | 2025 | 2024 | |||||
| Name<br> of entity | of incorporation | % | % | ||||
| Ateria Health Limited | United Kingdom | 23.6 | % | s | 23.6 | % |
As at 30 June 2025, Immuron has a 23.61% interest in Ateria. Immuron is deemed to have significant influence over Ateria.
8.Audit
The financial statements of Immuron Limited (the ‘Group’) are currently in the process of being audited. The audited financial statements along with the independent auditor report for the year end 30 June 2025 will be provided in the due course.
2
ImmuronLimited
Consolidated statement of profit or loss and other comprehensive income
Forthe year ended 30 June 2025
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | ||||
| Revenue<br> from contracts with customers | 1 | |||||
| Cost<br> of goods sold | ) | ) | ||||
| Gross<br> profit | ||||||
| Other<br> income | 2 | |||||
| Net<br> foreign exchange gains/(losses) | ) | |||||
| Fair<br> value losses to financial assets | ) | |||||
| Total<br> other income including gains/(losses) | ||||||
| Expenses | ||||||
| General<br> and administrative expenses | ) | ) | ||||
| Research<br> and development expenses | ) | ) | ||||
| Selling<br> and marketing expenses | ) | ) | ||||
| Operating<br> loss | ) | ) | ||||
| Finance<br> income | ||||||
| Finance<br> expenses | ) | ) | ||||
| Share<br> of loss from equity accounted associate | 10 | ) | ||||
| Loss<br> before income tax expense | ) | ) | ||||
| Income<br> tax expense | ||||||
| Loss<br> after income tax expense for the year attributable to the members of Immuron Limited | ) | ) | ||||
| Other<br> comprehensive (loss)/income | ||||||
| Items that may be reclassified subsequently to profit or loss | ||||||
| Exchange differences on translation<br>of foreign operations (expense)/income | ) | |||||
| Other<br> comprehensive (loss)/income for the year | ) | |||||
| Total<br> comprehensive loss for the year | ) | ) |
All values are in US Dollars.
| Loss per share for profit attributable to the ordinary equity holders of the company: | Cents | Cents | ||||
|---|---|---|---|---|---|---|
| Basic and diluted loss per<br> share | (2.27 | ) | (3.04 | ) |
Theabove consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
3
ImmuronLimited
Consolidatedstatement of financial position
Asat 30 June 2025
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | ||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | ||||||
| Trade and other receivables | 3 | |||||
| Inventories | ||||||
| Other<br> current assets | 4 | |||||
| Total<br> current assets | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | ||||||
| Inventories | ||||||
| Total<br> non-current assets | ||||||
| Total assets | ||||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Trade and other payables | ||||||
| Employee benefits | ||||||
| Other<br> current liabilities | ||||||
| Total<br> current liabilities | ||||||
| Non-current liabilities | ||||||
| Employee benefits | ||||||
| Other<br> non-current liabilities | ||||||
| Total<br> non-current liabilities | ||||||
| Total<br> liabilities | ||||||
| Net<br> assets | ||||||
| Equity | ||||||
| Share capital | 5 | |||||
| Other reserves | 6 | |||||
| Accumulated<br> losses | ) | ) | ||||
| Total<br> equity |
All values are in US Dollars.
Theabove consolidated statement of financial position should be read in conjunction with the accompanying notes
4
ImmuronLimited
Consolidatedstatement of changes in equity
Forthe year ended 30 June 2025
| Issued<br> capital | Reserves | Accumulated<br>losses | Total<br>equity | ||||
|---|---|---|---|---|---|---|---|
| Consolidated | |||||||
| Balance at 1 July 2023 | ) | ||||||
| Loss<br> after income tax expense for the year | ) | ) | |||||
| Other<br> comprehensive income for the year | |||||||
| Total<br> comprehensive income/(loss) for the year | ) | ) | |||||
| Transactions with members in their capacity as members: | |||||||
| Options<br> and warrants vested in the year | |||||||
| Options<br> and warrants issued/expensed (net of adjustments) | ) | ) | |||||
| Options<br> and warrants exercised | ) | ||||||
| Options<br> and warrants forfeited | ) | ||||||
| Balance<br> at 30 June 2024 | ) |
All values are in US Dollars.
| Issued<br><br>capital | Reserves | Accumulated<br>losses | Total<br>equity | ||||
|---|---|---|---|---|---|---|---|
| Consolidated | |||||||
| Balance at 1 July 2024 | ) | ||||||
| Loss after income tax expense<br> for the year | ) | ) | |||||
| Other<br> comprehensive loss for the year | ) | ) | |||||
| Total comprehensive<br> loss for the year | ) | ) | ) | ||||
| Transactions with members in their capacity as members: | |||||||
| Shares<br> issued, net of transaction costs (note 5) | |||||||
| Options and warrants issued/expensed<br> (net of adjustments) (note 6) | |||||||
| Options and warrants lapsed/expired<br> (note 6) | ) | ||||||
| Performance rights issued/expensed<br> (note 6) | |||||||
| Performance<br> rights exercised (note 6) | ) | ||||||
| Balance at 30 June 2025 | **** | ) | **** |
All values are in US Dollars.
Theabove consolidated statement of changes in equity should be read in conjunction with the accompanying notes
5
ImmuronLimited
Consolidatedstatement of cash flows
Forthe year ended 30 June 2025
| Consolidated | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating<br> activities | ||||
| Receipts<br> from customers (inclusive of GST) | ||||
| Payments to suppliers (inclusive<br> of GST) | ) | ) | ||
| Australian R&D tax incentive<br> refund | ||||
| Grants<br> received from government and non-government sources | ||||
| Net<br> cash used in operating activities | ) | ) | ||
| Cash flows<br> from investing activities | ||||
| Payment<br> for property, plant and equipment | ) | |||
| Payments for term deposit | ) | |||
| Interest<br> received | ||||
| Net<br> cash (used in)/from investing activities | ) | |||
| Cash flows<br> from financing activities | ||||
| Proceeds from<br> issues of shares | ||||
| Share issue transaction costs | ) | |||
| Principal elements of lease<br> payments | ) | ) | ||
| Interest<br> and other costs of finance paid | ) | ) | ||
| Net<br> cash from financing activities | ||||
| Net decrease<br> in cash and cash equivalents | ) | ) | ||
| Cash and cash equivalents<br> at the beginning of the financial year | ||||
| Effects<br> of exchange rate changes on cash and cash equivalents | ||||
| Cash<br> and cash equivalents at the end of the financial year |
All values are in US Dollars.
Theabove consolidated statement of cash flows should be read in conjunction with the accompanying notes
6
ImmuronLimited
Notesto the consolidated financial statements
30June 2025
1.Revenue from contract with customers
The Group derives revenue from the transfer of hyperimmune products at a point in time in the following major product lines and geographical regions:
| Consolidated | ||
|---|---|---|
| 2025 | 2024 | |
| Hyperimmune<br> products revenue | ||
| Travelan<br> - Australia | ||
| Travelan - United States | ||
| Travelan - Canada | ||
| Protectyn<br> - Australia | ||
| Revenue<br> from external customers |
All values are in US Dollars.
2.Other income
| Consolidated | ||
|---|---|---|
| 2025 | 2024 | |
| Australian<br> R&D tax incentive refund | ||
| MTEC R&D grant | ||
| HJF R&D grant | ||
| EMDG<br> grant | ||
| Other income | ||
| **** |
All values are in US Dollars.
(i) Fair value of R&D tax incentive
The Group’s research and development (R&D) activities are eligible under an Australian government tax incentive for eligible expenditure. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. Amounts are recognised when it has been established that the conditions of the tax incentive have been met and that the expected amount can be reliably measured. For the year ended 30 June 2025, the Group has included an item in other income of $1,073,355 (2024: $764,981).
3.Trade and other receivables
| Consolidated | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Current assets | ||||
| Trade<br> receivables | ||||
| Less:<br> Allowance for expected credit losses | ) | ) | ||
| Accrued income - Australian<br> R&D tax incentive refund | ||||
| Other income receivables -<br> other grants | ||||
| Other<br> receivables | ||||
| Total<br> trade and other receivables |
All values are in US Dollars.
Classificationas trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
7
ImmuronLimited
Notesto the consolidated financial statements
30June 2025
3.Trade and other receivables (continued)
Accruedreceivables
These amounts primarily comprise receivables from the Australian Taxation Office in relation to the R&D tax incentive.
Fairvalue of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
4.Other current assets
| Consolidated | ||
|---|---|---|
| 2025 | 2024 | |
| Prepayments | ||
| Term deposits | ||
| Other current assets | ||
All values are in US Dollars.
The Group entered into a 90-day fixed term deposit, which matured on 27 July 2025. Term deposits are presented as Other Current Assets as they are not considered highly liquid instruments readily convertible to cash and cash equivalents. The deposit was held to maturity in accordance with the Group’s investment policy.
5.Share capital
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Shares | Shares | |||||||
| Ordinary shares<br> - fully paid | 233,959,013 | 227,998,346 | ||||||
| Transaction<br> costs arising on ordinary share issues | - | - | ) | ) | ||||
| 233,959,013 | 227,998,346 |
All values are in US Dollars.
Movementsin ordinary shares:
| Details | Shares | |||
|---|---|---|---|---|
| Balance | 227,798,346 | |||
| Issue<br> at 0.12 on exercise of unlisted options (2024-03-12) | 200,000 | |||
| Less:<br> Transaction costs arising on share issues | - | |||
| Balance | 227,998,346 | |||
| Issue<br> of shares on the exercise of performance rights at 0.0 per share (2024-10-07) | 1,147,083 | |||
| Issue<br> at US2.1784 pursuant to At The Market facility (2025-01-08) | 2,579,760 | |||
| Issue<br> at US2.0971 pursuant to At The Market facility (2025-01-15) | 1,801,680 | |||
| Issue of shares on the exercise of performance rights at 0.0 per share<br> (2025-04-10) | 179,664 | |||
| Issue<br> at US1.8435 pursuant to At The Market facility (2025-05-29) | 135,800 | |||
| Issue<br> at US1.8286 pursuant to At The Market facility (2025-06-03) | 116,680 | |||
| Less:<br> Transaction costs arising on share issues | - | ) | ||
| Balance | 233,959,013 |
All values are in US Dollars.
Rightsof each type of share
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting or by proxy, is entitled to one vote upon a poll every holder is entitled to one vote per share held. The ordinary shares have no par value.
8
ImmuronLimited
Notesto the consolidated financial statements
30June 2025
6.Other reserves
| Share-based | Foreign<br> currency | |||||
|---|---|---|---|---|---|---|
| payments | translation | Total | ||||
| Consolidated | ||||||
| Balance<br> at 1 July 2023 | ||||||
| Currency<br> translation differences | ||||||
| Transactions with owners in their capacity as owners: | ||||||
| Options<br> and warrants vested in the year | ||||||
| Options<br> and warrants issued/expensed (net of adjustments) | ) | ) | ||||
| Options<br> and warrants exercised | ) | ) | ||||
| Options<br> and warrants lapsed/expired | ) | ) | ||||
| Balance<br> at 30 June 2024 | ||||||
| Currency<br> translation differences | ) | ) | ||||
| Transactions with owners in their capacity as owners: | ||||||
| Options<br> and warrants issued/expensed (net of adjustments) (note 6(ii)) | ||||||
| Options<br> and warrants lapsed/expired (note 6(ii)) | ) | ) | ||||
| Performance<br> rights issued/expensed (note 6(ii)) | ||||||
| Performance<br> rights exercised (note 6(ii)) | ) | ) | ||||
| Balance<br> at 30 June 2025 |
All values are in US Dollars.
| (i) | Nature<br> and purpose of other reserves: |
|---|
Share-basedpayments
The share-based payment reserve records items recognised as expenses on valuation of share options and warrants issued to key management personnel, other employees and eligible contractors.
Foreigncurrency translation
Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income as described in note and accumulated in a separate reserve within equity.
| (ii) | Movements<br> in options, warrants and performance rights: | |||
|---|---|---|---|---|
| Details | ||||
| --- | --- | --- | --- | --- |
| Balance as at<br> 1 July 2023 | 12,879,720 | |||
| Options issued in the year<br> (net of adjustments) | 1,000,000 | ) | ||
| Exercise of unlisted options at 0.12 (2024-03-12) | (200,000 | ) | ) | |
| Lapse of unexercised options | (173,600 | ) | ) | |
| Share-based payments expense<br> for options previously issued | - | |||
| Performance<br> rights issued in the year | 1,688,839 | |||
| Balance<br> as at 30 June 2024 | 15,194,959 | |||
| Options issued in the year<br> (net of adjustments) | 3,000,000 | |||
| Lapse of unexercised options | (8,016,120 | ) | ) | |
| Share-based payments expense<br> for options previously issued | - | |||
| Exercise of performance rights | (1,326,747 | ) | ) | |
| Performance rights issued<br> in the year | 5,386,810 | |||
| Lapse<br> of performance rights issued in the year | (285,741 | ) | ||
| Balance<br> as at 30 June 2025 | 13,953,161 |
All values are in US Dollars.
9
ImmuronLimited
Notesto the consolidated financial statements
30June 2025
7.Share-based payments
Performancerights
Performance rights which can be settled in shares, were granted to key management personnel and employees during the year. The expense for the year ended 30 June 2025 was $239,488. The performance rights are based on non-market weighted key performance indicators (KPIs) and have been expensed over the service period, based on the probability the KPIs being achieved. The performance rights are expected to vest between one and five years.
Options
Options were approved at the Annual General Meeting, held on 18 November 2024 for Prof. Ravi Savarirayan and Mr. Daniel Pollock of 1,000,000 each. The option exercise price is $0.145 and they have an expiry date of 20 August 2028. The expense for the year was $34,952.
Options were granted to Dr. Jeanette Joughin on 19 June 2024 but were subject to shareholder approval obtained on 18 November 2024. The expense of $20,632 recorded in the year includes an adjustment for the revised estimate of fair value on the grant date of 18 November 2024.
Fair value is determined using the Black-Scholes option pricing model that takes into account the exercise price, term of the award, security price at grant date, expected volatility, expected dividend yield and the risk-free interest rate.
The model inputs for the options granted during the year:
| Grant date | Expiry date | Exercise<br> price (A) | No. of options | Share price at grant date | Expected volatility | **** | Dividend yield | **** | Risk-free interest rate | **** | Fair value at grant date per option | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 18-NOV-24 | 20-AUG-28 | 2,000,000 | $ | 0.079 | 74.51 | % | 0.00 | % | 4.15 | % | $ | 0.033 | |||||
| 18-NOV-24 | 19-JUN-28 | 1,000,000 | $ | 0.079 | 75.72 | % | 0.00 | % | 4.15 | % | $ | 0.035 |
All values are in US Dollars.
8.Events after the reporting period
AtThe Market Capital Raising
In July 2025, Immuron Limited (ASX: IMC), raised gross proceeds of USD$1,822,322 (AUD$2,809,177) through an At The Market Facility comprising 34,260,960 shares at an average issue price of of USD$0.053 (AUD$0.082) per share.
This capital raising initiative does not provide evidence of conditions that existed at 30 June 2025 and is therefore classified as a non-adjusting event in accordance with AASB 110 Events after the Reporting Period. No adjustments have been made to the financial statements as a result of this transaction.
No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.
10
ImmuronLimited
Notesto the consolidated financial statements
30June 2025
9.Principal subsidiaries
The Group’s principal subsidiaries at 30 June 2025 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
| Ownership<br> interest by the Group | |||||||
|---|---|---|---|---|---|---|---|
| Name<br> of entity | Principal<br> place of business / Country of incorporation | 2025<br><br> % | 2024<br><br> % | ||||
| Immuron Inc. | United<br> States | 100 | % | 100 | % | ||
| Immuron Canada Limited | Canada | 100 | % | 100 | % | ||
| Anadis ESP Pty Ltd | Australia | 100 | % | 100 | % |
10.Interests in associates
Immuron Limited has a 23.6% interest in Ateria Health Limited (Ateria). The investment was impaired to NIL during the 2024 financial year and there has been no changes to this in the year ended 30 June 2025.
| Ownership interest held by the Group | |||||||
|---|---|---|---|---|---|---|---|
| Name<br> of entity | Principal<br> place of business / Country of incorporation | 2025<br><br> % | 2024<br><br> % | ||||
| Ateria Health<br> Limited | United<br> Kingdom | 23.6 | % | 23.6 | % | ||
| Summarised financial information for associates | |||||||
| Consolidated | |||||||
| --- | --- | --- | --- | ||||
| 2025 | 2024 | ||||||
| Share of loss<br> for the year | ) |
All values are in US Dollars.
| Consolidated | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Recognised<br> in: | |||
| Share of loss<br> for the year - 23.6% (2024: 23.6%) | ) | ||
| Impairment<br> of investment in associate | ) | ||
| **** | ) |
All values are in US Dollars.
The carrying amount of investment in associate is NIL, therefore no share of the loss has been recognised for the year ended 30 June 2025.
11
Exhibit 99.2
