Immuron Ltd 6-K, filed Jul 22, 2020

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

For the Month of July 2020

Commission File Number: 001-38104

IMMURONLIMITED

(Name of Registrant)

Level3, 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-

IMMURONLIMITED

EXPLANATORYNOTE

Immuron Limited (the “Company”) published one announcement (the “Public Notices”) to the Australian Securities Exchange on July 22, 2020 titled:

-	“Immuron<br> Announces US$20.0 Million Registered Direct Offering”

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

Exhibit<br><br> Number	Description
99.1	Immuron Announces<br> US$20.0 Million Registered Direct Offering

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.

	IMMURON LIMITED
Date:  July 22,<br> 2020	By:	/s/<br> Phillip Hains
		Phillip Hains
		Company Secretary

2

Exhibit 99.1

ImmuronAnnounces US $20.0 Million Registered Direct Offering

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Melbourne, Australia, July 22, 2020: Immuron Limited (ASX: IMC; NASDAQ: IMRN), an Australian biopharmaceutical company focused on developing and commercializing oral immunotherapeutics for the prevention and treatment of gut mediated pathogens, today announced that it has entered into definitive agreements with several healthcare-focused institutional investors for the purchase and sale in a registered direct offering of 1,066,668 American Depositary Shares (“ADSs”), each representing forty (40) of the Company’s ordinary shares, at a purchase price of US $18.75 per ADS (equivalent to US $0.469 per share). The closing of the offering is expected to occur on or about July 23, 2020, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from this offering are expected to be approximately US $20.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to fund Immuron’s Research and Development, preclinical and clinical programs, support marketing initiatives surrounding the Company’s flagship product Travelan and provide ongoing working capital for the Company.

The securities described above are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-230762) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2019 and declared effective by the SEC on April 17, 2019. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (646) 975-6996 or e-mail at placements@hcwco.com.

The issue of the underlying IMC shares is within the Company’s existing capacity under ASX Listing Rule 7.1 and 7.1A. This equates to 623,406 ADSs under ASX Listing Rule 7.1 and 443,262 ADSs under ASX Listing Rule 7.1A.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

This release has been authorised by the directors of Immuron Limited.

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• • END - - -

Level 3, 62 Lygon Street,<br><br> <br>Carlton South, Victoria<br><br> <br>AUSTRALIA 3053	www.immuron.com<br><br> <br><br><br> <br>ABN: 80 063 114 045	Phone: + 61 (0)3 9824 5254<br><br> <br>Facsimile: + 61 (0)3 9822 7735
COMPANY CONTACT:<br><br> <br>****<br><br> <br>Dr Jerry Kanellos, Ph.D.<br><br> <br>Chief<br> Executive Officer<br><br> <br>Ph:<br> +61 (0)3 9824 5254<br><br> <br>info@immuron.com
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AboutImmuron

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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. Immuron has a novel and safe technology platform with one commercial asset generating revenue. In Australia, Travelan® is a listed medicine on the Australian Register of Therapeutic Goods (AUST L 106709) and is indicated to reduce the risk of Travellers’ Diarrhea, reduce the risk of minor gastro-intestinal disorders and is antimicrobial. In Canada, Travelan® is a licenced natural health product (NPN 80046016) and is indicated to reduce the risk of Travellers’ Diarrhea. In the U.S., Travelan® is sold as a dietary supplement for digestive tract protection in accordance with section 403 (r)(6) of the Federal Drug Administration (FDA).

AboutTravelan®

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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 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.

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AboutTravelers’ diarrhea

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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.

For more information visit: http://www.immuron.com

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FORWARD-LOOKINGSTATEMENTS:

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Thispress release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to,statements regarding the offering, the expected gross proceeds and the expected closing of the offering as well as any statementsrelating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-lookingstatements are based on management’s current expectations and are subject to risks and uncertainties that could negativelyaffect our business, operating results, financial condition and stock value. Factors that could cause actual results to differmaterially from those currently anticipated include: market and other conditions, risks relating to our growth strategy; our abilityto obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of researchand development activities; risks relating to the timing of starting and completing clinical trials; uncertainties relating topreclinical 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 intellectualproperty matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertakingto release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectationsor any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

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