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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 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 (the “Company”) published two announcements (the “Public Notices”) to the Australian Securities Exchange on November 6, 2025 titled:
IMMURON LIMITED
EXPLANATORY NOTE
| - | Proposed issue of 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 | Proposed issue of 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: November 6, 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary | ||
3
Exhibit 99.1
 |
Appendix 3B - Proposed issue of securities |
Announcement Summary
Entity name
IMMURON LIMITED
Announcement Type
New announcement
Date of this announcement
6/11/2025
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| ASX +security code | +Security description | Maximum
Number of +securities to be issued |
|
| IMC | ORDINARY FULLY PAID | 8,495,080 |
Proposed +issue date
7/11/2025
Refer to next page for full details of the announcement
| Appendix 3B - Proposed issue of securities |
|
|
Appendix 3B - Proposed issue of securities |
Part 1 - Entity and announcement details
1.1 Name of +Entity
IMMURON LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
|
1.2 Registered Number Type
ABN |
Registration Number
80063114045 |
1.3 ASX issuer code
IMC
1.4 The announcement is
New announcement
1.5 Date of this announcement
6/11/2025
1.6 The Proposed issue is:
A placement or other type of issue
| Appendix 3B - Proposed issue of securities |
|
|
Appendix 3B - Proposed issue of securities |
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?
No
Part 7B - Issue details
|
Is the proposed security a ‘New class’ (+securities in a class that is not yet quoted or recorded by ASX) or an ‘Existing class’ (additional securities in a class that is already quoted or recorded by ASX)?
Existing class |
Will the proposed issue of this +security include an offer of attaching +securities?
No |
Details of +securities proposed to be issued
ASX +security code and description
IMC : ORDINARY FULLY PAID
Number of +securities proposed to be issued
8,495,080
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
Yes
|
In
what currency is the cash
AUD - Australian Dollar |
What
is the issue price per
AUD 0.07560 |
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes
| Appendix 3B - Proposed issue of securities |
|
|
Appendix 3B - Proposed issue of securities |
Part 7C - Timetable
7C.1 Proposed +issue date
7/11/2025
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?
Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity’s 15% placement capacity under listing rule 7.1?
| 8,495,080 Fully Paid Ordinary Shares |
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
| Appendix 3B - Proposed issue of securities |
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Appendix 3B - Proposed issue of securities |
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
| For further research and development activities and provide ongoing working capital. |
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
| The shares (Nasdaq: IMRN) were purchased by US investors from our US At-The-Market (ATM) facility (managed by H.c. Wainwright & Co.) This is a low fee, no discount facility. |
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
| Appendix 3B - Proposed issue of securities |
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