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 May 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 one announcement (the “Public Notices”) to the Australian Securities Exchange on May 30, 2019 titled: 

- “Immuron Announces the Closing of Public Offering of ADSs”

 

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   Immuron Announces the Closing of Public Offering of ADSs

 

 

 

 

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
   
  -S- SIGNATURE
   
Date:  May 30, 2019 By: /s/ Phillip Hains
    Phillip Hains
    Company Secretary

 

 

 

Exhibit 99.1

 

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Immuron Announces the Closing of Public Offering of ADSs

 

MELBOURNE, Australia, May 30, 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 closing of its previously announced underwritten public offering of 500,000 American Depositary Shares (“ADSs”) at a public offering price of USD$4.00 per ADS for gross proceeds of $2,000,000 (prior to deducting underwriting discounts, commissions and other estimated offering expenses). Each ADS represents forty (40) ordinary shares of Immuron.

 

ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the offering.

 

The ADSs described above were 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.

 

Copies of the final prospectus supplement and accompanying prospectus relating to the offering 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 are also be available on the SEC’s website at http://www.sec.gov.

 

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.

 

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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.

 

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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 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.

 

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