IMRN Immuron Ltd

 

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 October 2024

 

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 one announcement (the “Public Notices”) to the Australian Securities Exchange on October 29, 2024 titled:

 

-   “Notification regarding unquoted securities - IMC”

 

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 Number		Description
99.1		Notification regarding unquoted securities - IMC

 

 

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: October 29, 2024	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

Exhibit 99.1

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

 

Announcement Summary

 

Entity name

 

IMMURON LIMITED

 

Date of this announcement

 

Tuesday October 29, 2024

 

The +securities the subject of this notification are:

 

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

 

Total number of +securities to be issued/transferred

 

ASX +security code		Security description		Total number of +securities to be issued/transferred				Issue date
IMCAE		PERFORMANCE RIGHTS			5,386,810			24/10/2024

 

Refer to next page for full details of the announcement

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 1 - Entity and announcement details

 

1.1 Name of entity

 

IMMURON LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

 

	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

 

29/10/2024

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 2 - Issue details

 

2.1 The +securities the subject of this notification are:

 

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

 

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

 

has an existing ASX security code ("existing class")

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

 

ASX +security code and description

 

IMCAE : PERFORMANCE RIGHTS

 

Date the +securities the subject of this notification were issued

 

24/10/2024

 

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

 

Yes

 

Were any of the +securities issued to +key management personnel (KMP) or an +associate?

 

Yes

 

Provide details of the KMP or +associates being issued +securities.

 

Name of KMP		Name of registered holder		Number of +securities
Mr Steven Lydeamore		Mr Steven Lydeamore			2,736,515
Mr Jerry Kanellos		Mr Jerry Kanellos			1,088,535
Mr Flavio Palumbo		Mr Flavio Palumbo			985,883

 

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms 

 

As per the Omnibus Incentive Plan approved by shareholders in the AGM held on 21 November 2023:

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02728563-3A628911

 

Any other information the entity wishes to provide about the +securities the subject of this notification

 

These performance rights are subject to vesting conditions tied to Board of Directors approved LTI targets.

 

Issue details

 

Number of +securities

 

5,386,810

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 4 - +Securities on issue

 

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities 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 (Total number of each +class of +securities issued and quoted on ASX)

 

ASX +security code and description		Total number of +securities on issue
IMC : ORDINARY FULLY PAID			229,145,429

 

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

 

ASX +security code and description		Total number of +securities on issue
IMCAE : PERFORMANCE RIGHTS			5,928,566
IMCAI : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			2,930,000
IMCAD : OPTION EXPIRING 13-NOV-2024 EX $0.12			7,900,000
IMCAM : OPTION EXPIRING 21-JUL-2025 EX USD$0.5859375			2,560,000

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 5 - Other Listing Rule requirements

 

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?

 

Yes

 

5.1a Select the number of the applicable exception in Listing Rule 7.2

 

13

 

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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