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 April 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 three announcements (the “Public Notices”) to the Australian Securities Exchange on April 11, 2025 titled:
| -<br><br> <br>-<br><br> <br>- | “Application for quotation of securities<br> - IMC”<br><br> <br>“Notification of cessation of securities<br> – IMC”<br><br> <br>“Notice under section 708A” |
|---|
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 | Application for quotation of securities – IMC |
| 99.2 | Notification of cessation of securities – IMC |
| 99.3 | Notice under section 708A |
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: April 11 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary |
3
Exhibit 99.1
| Appendix 2A - Application for quotation of securities |
|---|
Announcement Summary
Entity name
IMMURON LIMITED
Announcement Type
New announcement
Date of this announcement
Friday April 11, 2025
The +securities to be quoted are:
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted
Total number of +securities to bequoted
| ASX +security code | Security description | Number of +securities to be quoted | Issue date | |
|---|---|---|---|---|
| IMC | ORDINARY FULLY PAID | 179,664 | 10/04/2025 |
Refer to next page for full details of the announcement
| Appendix 2A - Application for quotation of securities | 1 / 6 |
| --- | --- | | Appendix 2A - Application for quotation of securities | | --- |
Part 1 - Entity and announcement details
1.1 Name of entity
IMMURON LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.
| 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
11/4/2025
| Appendix 2A - Application for quotation of securities | 2 / 6 |
| --- | --- | | Appendix 2A - Application for quotation of securities | | --- |
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted
2.2 The +class of +securities to be quoted is:
Additional +securities in a class that is already quoted on ASX (“existing class”)
| Appendix 2A - Application for quotation of securities | 3 / 6 |
| --- | --- | | Appendix 2A - Application for quotation of securities | | --- |
Part 3B
- number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
IMCAE : PERFORMANCE RIGHTS
TO (Existing Class)
ASX +security code anddescription
IMC : ORDINARY FULLY PAID
| Please state the number of options that were exercised or other +convertible securities that were converted | The first date the options were exercised or other +convertible securities were converted | The last date the options were exercised or other +convertible securities were converted |
|---|---|---|
| 179,664 | 10/4/2025 |
Is this all of the optionsor other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertiblesecurities now been converted)?
No
The right of the holderof the options or other +convertible securities to receive the +underlying securities is being satisfied by:
An issue of new +securities
The underlying +securitiesbeing received by the holder are:
Intended to be, but are not yet, quoted by ASX
Were the options beingexercised or other +convertible securities being converted issued under an +employee incentive scheme?
Yes
Areany of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate?
No
Issue date
10/4/2025
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes
| Appendix 2A - Application for quotation of securities | 4 / 6 |
| --- | --- | | Appendix 2A - Application for quotation of securities | | --- |
Issue details
Number of +securities to be quoted
179,664
Are the +securities being issued for a cash consideration?
No
Please describe the consideration being provided forthe +securities
| Conversion of Performance Rights issued under employee incentive scheme (Omnibus Plan) |
|---|
Please provide an estimate (in AUD) of the value of theconsideration being provided per +security for the +securities to be quoted
0.000000
Any other information the entity wishes to provide aboutthe +securities to be quoted
| Appendix 2A - Application for quotation of securities | 5 / 6 |
| --- | --- | | Appendix 2A - Application for quotation of securities | | --- |
Part 4 - Issued capital following quotation
Following the quotation of the+securities the subject of this application, the issued capital 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 (totalnumber of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)
| ASX +security code and description | Total<br><br> number of<br><br> +securities<br><br> on issue | |
|---|---|---|
| IMC : ORDINARY FULLY PAID | 233,706,533 |
4.2 Unquoted +securities(Total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | |
|---|---|
| IMCAE : PERFORMANCE RIGHTS | 5,748,902 |
| IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES | 5,930,000 |
| IMCAM : OPTION EXPIRING 21-JUL-2025 EX 0.5859375 | 2,560,000 |
All values are in US Dollars.
| Appendix 2A - Application for quotation of securities | 6 / 6 |
| --- | --- |
Exhibit 99.2
| Appendix 3H - Notification of cessation of securities |
|---|
Announcement Summary
Entity name
IMMURON LIMITED
Announcement Type
New announcement
Date of this announcement
Friday April 11, 2025
Details of +securities that have ceased
| ASX +security code | Security description | Number of +securities that have ceased | The +securities have ceased due to | Date of cessation | |
|---|---|---|---|---|---|
| IMCAE | PERFORMANCE RIGHTS | 285,741 | Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied | 10/04/2025 |
Refer to next page for full details of the announcement
| Appendix 3H - Notification of cessation of securities | 1/ 4 |
| --- | --- | | Appendix 3H - Notification of cessation of securities | | --- |
Part 1 - Announcement Details
1.1 Name of entity
IMMURON LIMITED
We (the entity named above) provide the following information about our issued capital.
| 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
11/4/2025
| Appendix 3H - Notification of cessation of securities | 2/ 4 |
| --- | --- | | Appendix 3H - Notification of cessation of securities | | --- |
Part 2 - Details of +equity securities or +debt securities that have ceased
ASX +Security Code andDescription
IMCAE : PERFORMANCE RIGHTS
Unquoted +equity securities that have ceased Numberof securities that have ceased
285,741
Reason for cessation
Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied
| Date of cessation | Is the entity paying any consideration for the cessation? |
|---|---|
| 10/4/2025 | No |
Any other information the entity wishes to notify toASX about the cessation?
| Appendix 3H - Notification of cessation of securities | 3/ 4 |
| --- | --- | | Appendix 3H - Notification of cessation of securities | | --- |
Part 3 - Issued capital following changes
Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:
The figures in parts 3.1 and 3.2 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.
3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)
| ASX +security code and description | Total<br><br> number of<br><br> +securities<br><br> on issue | |
|---|---|---|
| IMC : ORDINARY FULLY PAID | 233,526,869 |
3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX)
| ASX +security code and description | |
|---|---|
| IMCAE : PERFORMANCE RIGHTS | 5,642,825 |
| IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES | 5,930,000 |
| IMCAM : OPTION EXPIRING 21-JUL-2025 EX 0.5859375 | 2,560,000 |
All values are in US Dollars.
Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.
| Appendix 3H - Notification of cessation of securities | 4/ 4 |
| --- | --- |
Exhibit 99.3
Notice Under Section 708A(5) of the CorporationsAct
Melbourne, Australia, April 11, 2025
This notice is given by Immuron Limited (ASX: IMC; NASDAQ: IMRN) under section 708A(5)(e) of the Corporations Act 2001 (the ‘Corporations Act’).
| Type | Shares |
|---|---|
| Class | Ordinary |
| ASX code | IMC |
| Date of Issue | 10 April 2025 |
| Number Issued | 179,664 |
The Company gives notice under section 708A(5)(e) of the Corporations that:
| 1. | the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; |
|---|---|
| 2. | as at the date of this notice the Company has complied with: |
| --- | --- |
| (i) | the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and |
| --- | --- |
| (ii) | sections 674 and 674A of the Corporations Act; and |
| --- | --- |
| 3. | as at the date of this notice, there is no information to be disclosed which is ‘excluded information’<br>(as defined in sections 708A(7) and 708A(8) of the Corporations Act) which is required to be disclosed by the Company. |
| --- | --- |
Phillip Hains
Company Secretary
