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

(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-

 

 

 

 

 

 

IMMURON LIMITED

 

EXPLANATORY NOTE

 

Immuron Limited (the “Company”) published three announcements (the “Public Notices”) to the Australian Securities Exchange on July 17, 2019 titled:

 

  - “Proposed Public Offer of IMRN ADSs”
  - “Immuron Prices Underwritten Public Offering of ADSs”
  - “Immuron to Host Investor Webinar”

 

A copy of the Public Notices are 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 Public Offer of IMRN ADSs
99.2   Immuron Prices Underwritten Public Offering of ADSs”
99.3   Immuron to Host Investor Webinar
     

 

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 17, 2019 By: /s/ Phillip Hains
    Phillip Hains
    Company Secretary

 

 

2

 

 

 

 

Exhibit 99.1

 

 

Immuron Announces Proposed Public Offering of ADSs

 

Melbourne, Australia, July 17, 2019: Immuron Limited (ASX: IMC; NASDAQ: IMRN), an Australian biopharmaceutical company focused on developing and commercializing oral immunoglobulin therapeutics for the treatment of gut mediated diseases, today announced that it intends to offer and sell American Depositary Shares, or ADSs in an underwritten public offering. Each ADS represents forty (40) ordinary shares of Immuron. Immuron expects to grant the underwriters a 45-day option to purchase additional ADSs offered in the public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

 

Immuron intends to use the net proceeds from the proposed offering for expenses associated with the clinical development of its clinical candidates and working capital.

 

ThinkEquity, a division of Fordham Financial Management, Inc., is acting as representative of the underwriters in the offering.

 

A shelf registration statement on Form F-3 (File No. 333-230762) relating to the ADSs to be issued in the proposed offering was filed with the Securities and Exchange Commission (SEC) and was declared effective on April 17, 2019. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC’s website at http://www.sec.gov.

 

     

Level 3, 62 Lygon Street,

Carlton South, Victoria

AUSTRALIA 3053

www.immuron.com

 

ABN: 80 063 114 045

Phone: + 61 (0)3 9824 5254

Facsimile: + 61 (0)3 9822 7735

 

 

 

 

ABOUT IMMURON:

 

Immuron Limited (ASX: IMC, NASDAQ: IMRN), is an Australian biopharmaceutical company focused on developing and commercializing orally delivered polyclonal antibodies for the treatment of inflammatory mediated and infectious diseases. Immuron’s technology platform utilizes highly specific vaccines for the generation of hyperimmune antibody-rich bovine colostrum, providing a means of antimicrobial therapy without the drawbacks of antibiotics to treat gut-mediated diseases. The Company currently markets Travelan ® , which is a listed medicine on the Australian Register for Therapeutic Goods, in Australia to reduce the risk of travelers’ diarrhea. In Canada, Travelan ® is a licenced natural health product, 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. Immuron’s lead clinical drug candidate, IMM-124E, is presently in Phase II trials in severe alcoholic hepatitis (ASH), and pediatric non-alcoholic fatty liver disease (NAFLD), respectively. The Company recently announced plans to pursue clinical development of IMM-124E through a formal FDA registration pathway as a drug to specifically prevent travelers’ diarrhea. Immuron’s second clinical-stage asset, IMM-529, targets Clostridium difficile infections (CDI), and is presently in a clinical trial in CDI patients. The Company plans to file an IND with FDA to focus its further development specifically to treat patients with recurrent CDI.

 

COMPANY CONTACT:

 

Gary S. Jacob, Ph.D.

Chief Executive Officer

Ph: +61 (0)3 9824 5254

info@immuron.com

AUS INVESTOR RELATIONS:

 

Peter Taylor

NWR Communications

Ph: +61 (0)4 1203 6231

peter@nwrcommunications.com.au

USA INVESTOR RELATIONS:

 

Dave Gentry - CEO

RedChip Companies, Inc.

US Ph: +1 (407) 491 4498

dave@redchip.com

 

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

 

FORWARD-LOOKING STATEMENTS:

 

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to, any statements relating to the closing of the offering, the intended use of net proceeds from the offering, our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities; risks relating to the timing of starting and completing clinical trials; uncertainties relating to preclinical 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 intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

 

 

Page 2 of 2

 

 

Exhibit 99.2

 

 

Immuron Prices Underwritten Public Offering of ADSs

 

Melbourne, Australia, July 17, 2019: Immuron Limited (ASX: IMC; NASDAQ: IMRN), an Australian biopharmaceutical company focused on developing and commercializing oral immunoglobulin therapeutics for the treatment of gut mediated diseases, today announced the pricing of an underwritten public offering of 339,130 American Depositary Shares, or ADSs. Each ADS represents forty (40) ordinary shares of the Company. Each ADS is being offered at a public offering price of USD$4.00.

 

The Company has also granted to the underwriter a 45-day option to acquire an additional 50,869 ADSs to cover overallotments in connection with the offering, if any.

 

The offering is expected to close on July 19, 2019, subject to customary closing conditions.

 

ThinkEquity, a division of Fordham Financial Management, Inc., is acting as representative of the underwriters in the offering.

 

The ADSs described above are being offered by Immuron pursuant to a shelf registration statement on Form F-3 (File No. 333-230762) previously filed with and subsequently declared effective by the Securities and Exchange Commission (SEC) on April 17, 2019.

 

The estimated gross proceeds to the Company are expected to be approximately USD$1,356,520 prior to deducting underwriting discounts, commissions and other estimated offering expenses. Immuron intends to use the net proceeds from the proposed offering for expenses associated with the clinical development of its clinical candidates and working capital.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A preliminary prospectus supplement and accompanying base prospectus relating to this offering have been filed with the SEC and are available at the SEC’s website at http://www.sec.gov. Before investing, you should read the preliminary prospectus supplement and the accompanying prospectus for information about Immuron and this offering. A final prospectus supplement related to the offering will also be filed with the SEC.

 

Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC’s website at http://www.sec.gov.

 

 

 

 

ABOUT IMMURON:

 

Immuron Limited (ASX: IMC, NASDAQ: IMRN), is an Australian biopharmaceutical company focused on developing and commercializing orally delivered polyclonal antibodies for the treatment of inflammatory mediated and infectious diseases. Immuron’s technology platform utilizes highly specific vaccines for the generation of hyperimmune antibody-rich bovine colostrum, providing a means of antimicrobial therapy without the drawbacks of antibiotics to treat gut-mediated diseases. The Company currently markets Travelan ® , which is a listed medicine on the Australian Register for Therapeutic Goods, in Australia to reduce the risk of travelers’ diarrhea. In Canada, Travelan ® is a licenced natural health product, 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. Immuron’s lead clinical drug candidate, IMM-124E, is presently in Phase II trials in severe alcoholic hepatitis (ASH), and pediatric non-alcoholic fatty liver disease (NAFLD), respectively. The Company recently announced plans to pursue clinical development of IMM-124E through a formal FDA registration pathway as a drug to specifically prevent travelers’ diarrhea. Immuron’s second clinical-stage asset, IMM-529, targets Clostridium difficile infections (CDI), and is presently in a clinical trial in CDI patients. The Company plans to file an IND with FDA to focus its further development specifically to treat patients with recurrent CDI.

 

COMPANY CONTACT:

 

Gary S. Jacob, Ph.D.

Chief Executive Officer

Ph: +61 (0)3 9824 5254

info@immuron.com

AUS INVESTOR RELATIONS:

 

Peter Taylor

NWR Communications

Ph: +61 (0)4 1203 6231

peter@nwrcommunications.com.au

USA INVESTOR RELATIONS:

 

Dave Gentry - CEO

RedChip Companies, Inc.

US Ph: +1 (407) 491 4498

dave@redchip.com

 

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

 

FORWARD-LOOKING STATEMENTS:

 

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs, our expected uses of the net proceeds of this offering and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities; risks relating to the timing of starting and completing clinical trials; uncertainties relating to preclinical 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 intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

 

 

Page 2 of 2

 

 

Exhibit 99.3

 

 

 

Immuron to Host Investor Webinar on July 18 to Provide Update on Recent Developments

 

MELBOURNE, Australia – July 17, 2019 - Immuron Limited (ASX: IMC; NASDAQ: IMRN), an Australian biopharmaceutical company, announced today that it will participate in an investor webinar and Q&A session on Thursday, July 18, 2019, at 10:30 a.m. EST (US time), hosted by RedChip Companies.

 

The webinar will feature a presentation by CEO Gary S. Jacob, Ph.D who will discuss recent achievements and upcoming milestones related to the company’s development pipeline.

 

To register for the free webinar, please visit: https://www.redchip.com/corporate/webinar_register/43

 

End

 

COMPANY CONTACT:

 

Gary S. Jacob, Ph.D.

Chief Executive Officer

Ph: +61 (0)3 9824 5254

info@immuron.com

AUS INVESTOR RELATIONS:

 

Peter Taylor

NWR Communications

Ph: +61 (0)4 1203 6231

peter@nwrcommunications.com.au

USA INVESTOR RELATIONS:

 

Dave Gentry - CEO

RedChip Companies, Inc.

US Ph: +1 (407) 491 4498

dave@redchip.com

 

ABOUT IMMURON:

 

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). Immuron’s lead clinical candidate, IMM-124E, is presently in Phase II trials in Severe Alcoholic Hepatitis (SAH) and Pediatric Nonalcoholic Fatty Liver Disease (NAFLD). The company now has plans to develop a U.S. registration dossier for IMM-124E for Travellers’ Diarrhea. Immuron’s second clinical-stage asset, IMM-529, targets Clostridium difficile Infections (CDI), and is presently in a clinical trial in CDI patients. These products together with the Company’s other preclinical immunotherapy pipeline products currently under development targeting immune-related and infectious diseases are anticipated to meet pressing needs in the global immunotherapy market.

 

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

 

 

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS:

 

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities; risks relating to the timing of starting and completing clinical trials; uncertainties relating to preclinical 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 intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.