Report of Foreign Issuer (6-k)
19 July 2019 - 8:08PM
Edgar (US Regulatory)
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 2019
Commission
File Number: 001-38104
IMMURON
LIMITED
|
(Name
of Registrant)
|
Level
3, 62 Lygon Street, Carlton South, Victoria, 3053, Australia 3053
(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-
EXPLANATORY
NOTE
On
July 16, 2019, Immuron Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the several underwriters listed therein
(the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”)
by the Company of an aggregate of 339,130 American Depositary Shares (“ADSs”) at a public offering price of $4.00
per ADS. Each ADS represents 40 ordinary shares, no par value per share.
Pursuant
to the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 50,869 ADSs,
solely to cover over-allotments, if any.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters and termination provisions.
The
Offering is expected to close on July 19, 2019, subject to the satisfaction of customary closing conditions.
The
estimated gross proceeds to the Company are expected to be approximately $1.35 million prior to deducting underwriting discounts,
commissions and other estimated offering expenses. The Company intends to use the net proceeds from the offering to support its
clinical trials and its non-clinical, manufacturing and regulatory activities as well as for working capital and general corporate
purposes.
The
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto is incorporated herein by reference.
The
ADSs are offered by the Company pursuant to a registration statement on
Form F-3
(File No. 333-230762) filed with the Securities
and Exchange Commission (the “Commission”), which was declared effective by the Commission on April 17, 2019.
The
legal opinion of Francis Abourizk Lightowlers, Australian counsel to the Company, relating to the legality of the issuance and
sale of the ADSs is filed as Exhibit 5.1 hereto.
EXHIBITS
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 19, 2019
|
By:
|
/s/
Gary S. Jacob
|
|
|
Gary
S. Jacob
|
|
|
Chief
Executive Officer
|
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