Immuron Ltd 6-K, filed Nov 16, 2022
Immuron Ltd (IMRN)
About this 6-K
Immuron Ltd filed this 6-K on November 16, 2022.
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 2022
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 November 16, 2022 titled:
- “Immuron completes strategic investment in Ateria Health”
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 | IMC - Immuron completes strategic investment in Ateria Health |
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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 16, 2022 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary | ||
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Exhibit 99.1
Immuron completes strategic investment in leading
gut health biotech Ateria Health
Highlights:
| ● | Immuron has completed settlement of strategic investment in leading gut health biotech Ateria Health, in accordance with signed subscription and option agreement (announced 13 October 2022): |
| o | Strategic investment of approximately £1.5m (A$2.6m) to acquire an initial 17.5% of Ateria Health; |
| o | Option for further investment of £1.47m, expiring on 31 July 2023 |
| ● | Ateria Health is a U.K. based biotech company that develops and distributes supplements for overall health, including products that strengthen the gut microbiome. Ateria has developed and recently launched a ground-breaking product JUVIATM for the treatment of irritable bowel syndrome (IBS) |
| ● | Intention to enter into reciprocal distribution agreement for Travelan® in the U.K. market and JUVIATM in Australian and North American markets |
Completion of strategic investment in Ateria Health
Melbourne, Australia, 16 November, 2022: Immuron Limited (ASX: IMC; NASDAQ: IMRN) is pleased to announce that it completed a strategic investment in Ateria Health Limited, a U.K. based company that has developed ground-breaking product for the treatment of irritable bowel syndrome (IBS),
In accordance with signed subscription and option agreement (announced 13 October 2022), Immuron has completed settlement of upfront cash investment of £1.5m (funded from Immuron’s existing cash reserves), following satisfaction of conditions precedent for the transaction including, completion of Immuron confirmatory due diligence and Ateria shareholder approval.
Immuron has been allotted 800,767 shares in Ateria at £1.85 per share, representing 17.5% of the issued share capital of Ateria post the Company’s upfront cash investment.
As part of the strategic investment Immuron has been offered one Ateria board seat and the Company will nominate a representative director to the Board. Immuron is also entitled to a second representative director upon exercise of the £1.47m share option, expiring on 31 July 2023.
Strategic rationale
The strategic investment advances Immuron’s objective to enter the broader IBS market with leading products and strengthen the distribution of Immuron’s Travelan® products through B2C online platforms and pharmacy and retail channels (B2B) in target markets.
The strategic investment aligns with Immuron’s growth strategy and complements its existing travel diarrhea products also focused on “gut health” as follows:
| ● | Establishes Immuron’s position in the large and fast-growing IBS market: |
| o | Ateria Health has developed market leading technology ERME™ for the development of products for the treatment of IBS and other products that improve the gut microbiome |
| o | Global market for digestive health products is forecast to grow from US $38 billion to $72 billion from 2019-27, at a CAGR of 7.9%1 |
| ● | Ateria own ERME™ intellectual property and has commercialised its first product JUVIA® |
| ● | Immuron’s upfront investment and future investment linked to forecast financial performance and board seat |
| ● | Complementary reciprocal distribution agreement expected to generate significant synergies and cost savings versus Immuron developing its own direct to the consumer platform and entry into the U.K. and Europe |
| ● | Utilise joint R&D capability for the development of future products |
Immuron growth strategy and outlook
As Immuron communicated in its FY22 results presentation, the company has committed to a clear organic growth and M&A strategy. This
strategic investment into Ateria Health is the first milestone in this journey.
Immuron’s M&A strategy is built on five pillars:
| - | Expanding market verticals & product offering |
| - | Expanding existing customer base |
| - | Cost & Earnings Synergies |
| - | Strength of IP and Management |
| - | Distribution network and sales & marketing by each product |
Please refer to the Company’s ASX announcement dated 13 October 2022 for full details of the strategic investment and key terms.
This release has been authorised by the directors of Immuron Limited.
| 1 | https://www.fortunebusinessinsights.com/digestive-health-market-104750 |
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COMPANY CONTACT:
Steven Lydeamore
Chief Executive Officer
Ph: +61 (0)3 9824 5254
info@immuron.com
About Travelan®
Travelan® is an orally administered passive immunotherapy that prophylactically reduces the likelihood of contracting travelers’ diarrhea, a digestive tract disorder that is commonly caused by pathogenic bacteria and the toxins they produce. Travelan® is a highly purified tabletized preparation of hyper immune bovine antibodies and other factors, which when taken with meals bind to diarrhea-causing bacteria and prevent colonization and the pathology associated with travelers’ diarrhea. In Australia, Travelan® is a listed medicine on the Australian Register for Therapeutic Goods (AUST L 106709) and is indicated to reduce the risk of Travelers’ Diarrhea, reduce the risk of minor gastro-intestinal disorders and is antimicrobial. In Canada, Travelan® is a licensed natural health product (NPN 80046016) and is indicated to reduce the risk of Travelers’ Diarrhea. In the U.S., Travelan® is sold as a dietary supplement for digestive tract protection.
About Travelers’ diarrhea
Travelers’ diarrhea is a gastrointestinal infection with symptoms that include loose, watery (and occasionally bloody) stools, abdominal cramping, bloating, and fever, Enteropathogenic bacteria are responsible for most cases, with enterotoxigenic Escherichia coli (ETEC) playing a dominant causative role. Campylobacter spp. are also responsible for a significant proportion of cases. The more serious infections with Salmonella spp. the bacillary dysentery organisms belonging to Shigella spp. and Vibrio spp. (the causative agent of cholera) are often confused with travelers’ diarrhea as they may be contracted while travelling and initial symptoms are often indistinguishable.
About Immuron
Immuron Limited (ASX: IMC, NASDAQ: IMRN), is an Australian biopharmaceutical company focused on developing and commercializing orally delivered targeted polyclonal antibodies for the treatment of inflammatory mediated and infectious diseases.
For more information visit: http://www.immuron.com
About Ateria Health
Ateria Health Ltd is a UK based health and wellness company with research interests in Australia. Ateria are pioneering a new way forward for the gut microbiome to improve human health. JUVIA™ Digestive Balance Formula is ground-breaking food supplement activated by our unique ingredient ERME™. Ateria Health scientists discovered that the active digestive enzymes in ERME™ help break down carbohydrates before they can cause problems.
For more information visit: https://ateriahealth.com/ and https://juvia.me/
FORWARD-LOOKING STATEMENTS:
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities; risks relating to the timing of starting and completing clinical trials; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
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