Full Press Release Details
completes capital raising of USD $1.35M
Australia, July 22, 2019: Immuron Limited (ASX: IMC; NASDAQ: IMRN), an Australian biopharmaceutical company focused on developing
and commercializing oral immunotherapeutics for the treatment of gut mediated diseases, is pleased to advise of the completion
of its USD $1.35M (approximately AUD $1.9M) (before costs) public offering of American Depositary Shares (ADS) as previously announced
by the Company on 17 July 2019.
required under LR3.10.5A
company issued 339,130 ADSs equivalent to 13,565,200 fully paid ordinary shares under its 10% capacity under Listing Rule 7.1A
required under Listing Rule 3.10.5A, the Company provided the following information:
| No. of shares on issue prior to the public offering | 163,215,706 | |
| Shares issued under LR7.1A (Capacity Shares) | 13,565,200 | |
| Dilution as a result of issue under LR7.1A | 8.3% | |
| Total number of shares now on issue | 176,780,906 |
details regarding the issue of the shares are contained within the accompanying Appendix 3B.
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.
more information visit: http://www.immuron.com
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.
2.7, 3.10.3, 3.10.4, 3.10.5
for Quotation of Additional
or documents not available now must be given to ASX as soon as available.
Information and documents given to ASX become ASX's property and may be made public.
01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
| Name of Entity |
| Immuron Limited (ASX: IMC) (NASDAQ: IMRN) |
| ABN |
| 80 063 114 045 |
(the entity) give ASX the following information.
must complete the relevant sections (attach sheets if there is not enough space).
| 1 | + Class of + securities issued or to be issued | Ordinary Shares (IMC) | |
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | 13,565,200 Ordinary Shares (converted to 339,130 American Depository Shares (ADSs)) | |
| 3 | Principal terms of the + securities (e.g. if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due dates for payment; if + convertible securities, the conversion price and dates for conversion) | Fully Paid Ordinary Shares |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 1 |
| 4 | Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? | Yes (IMC) | ||
| If the additional + securities do not rank equally, please state: | ||||
| the date from which they do | ||||
| the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment | ||||
| the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment | ||||
| 5 | Issue price or consideration | USD$ 4.00 per ADS (before costs) | ||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | ADS issued pursuant to the prospectus supplement announced on 18 July 2019 | ||
| 6a | Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B , and comply with section 6i | Yes | ||
| 6b | The date the security holder resolution under rule 7.1A was passed | 19 November 2018 | ||
| 6c | Number of + securities issued without security holder approval under rule 7.1 | Nil | ||
| 6d | Number of + securities issued with security holder approval under rule 7.1A | 13,565,200 | ||
| 6e | Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Nil | ||
| 6f | Number of + securities issued under an exception in rule 7.2 | Nil | ||
| 6g | If + securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the + issue date and both values. Include the source of the VWAP calculation. | 15 Day VWAP: AUD$0.1279 Source: Orient Capital Pty Ltd 75% of 15 Day VWAP: AUD$0.0959 Issue Price: AUD$0.143 (USD$0.10) Date of issue: 19 July 2019 |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 2 |
| 6h | If + securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | N/A | |
| 6i | Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements | Refer to the attached Appendix 1 | |
| 7 | + Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. | 19 July 2019 |
| Number | + Class | ||||
| 8 | Number and + class of all + securities quoted on ASX ( including the + securities in section 2 if applicable) | 176,780,906 | Fully Paid Ordinary Shares (IMC) | ||
| 25,289,894 | Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019 |
| 9 | Number and + class of all + securities not quoted on ASX ( including the + securities in section 2 if applicable) | Qty | + Class (Options over Ordinary Shares) | ||||||
| Amount | Exercise Price | Expiration Date | ASX Code | ||||||
| 1,300,000 | AUD$0.500 | 01 July 2021 | IMCAI | ||||||
| 7,625,532 | AUD$0.500 | 27 Nov 2019 | IMCAI | ||||||
| 14,493 | AUD$1.944 | 30 Nov 2021 | IMCAI | ||||||
| 29,668 | AUD$1.876 | 17 Jan 2022 | IMCAI | ||||||
| 27,760,000 (694,000 Warrants) | USD$10.00 for every 40 options | 13 Jun 2022 | IMCAI | ||||||
| 7,897,647 | AUD$0.4680 | 15 Mar 2023 | IMCAI | ||||||
| 526,510 | AUD$0.5850 | 15 Mar 2023 | IMCAI | ||||||
| 2,000,000 | AUD$0.50 | 30 June 2020 | IMCAI | ||||||
| 47,153,850 | Total |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 3 |
| 11 | Is security holder approval required? | - | |
| 12 | Is the issue renounceable or non- renounceable? | - | |
| 13 | Ratio in which the + securities will be offered | - | |
| 14 | + Class of + securities to which the offer relates | - | |
| 15 | + Record date to determine entitlements | - | |
| 16 | Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements? | - | |
| 17 | Policy for deciding entitlements in relation to fractions | - | |
| 18 | Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. | - | |
| 19 | Closing date for receipt of acceptances or renunciations | - | |
| 20 | Names of any underwriters | - | |
| 21 | Amount of any underwriting fee or commission | - | |
| 22 | Names of any brokers to the issue | - | |
| 23 | Fee or commission payable to the broker to the issue | - | |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | - |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 4 |
| 25 | If the issue is contingent on security holders' approval, the date of the meeting | - | |
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | - | |
| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders | - | |
| 28 | Date rights trading will begin (if applicable) | - | |
| 29 | Date rights trading will end (if applicable) | - | |
| 30 | How do security holders sell their entitlements in full through a broker? | - | |
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | - | |
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | - | |
| 33 | + Issue date | - |
3 - Quotation of securities
need only complete this section if you are applying for quotation of securities
| 34 | Type of +securities ( tick one ) | |
| (a) | + Securities described in Part 1 (shares only) | |
| (b) | All other + securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 5 |
that have ticked box 34(a)
securities forming a new class of securities
to indicate you are providing the information or documents
| 35 | If the + securities are + equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities held by those holders | |
| 36 | If the + securities are + equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories | |
| 1 - 1,000 | ||
| 1,001 - 5,000 | ||
| 5,001 - 10,000 | ||
| 10,001 - 100,000 | ||
| 100,001 and over | ||
| 37 | A copy of any trust deed for the additional + securities |
that have ticked box 34(b)
| 38 | Number of + securities for which + quotation is sought | |||
| 39 | + Class of + securities for which quotation is sought | |||
| 40 | Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? If the additional + securities do not rank equally, please state: | |||
| the date from which they do | ||||
| the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment | ||||
| the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment | ||||
| 41 | Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another + security, clearly identify that other + security) |
| Number | + Class | ||||
| 42 | Number and + class of all + securities quoted on ASX ( including the + securities in clause 38) |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 6 |
| An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. | ||
| Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty |
| Sign here: | /s/ Phillip Hains | Date: Monday, 22 nd July 2019 | |
| Company Secretary & CFO | |||
| Print name: | Phillip Hains |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 7 |
of placement capacity under rule 7.1 and rule 7.1A for eligible entities
01/08/12 Amended 04/03/13
| Rule 7.1 - Issues exceeding 15% of capital | |||
| Step 1: Calculate "A", the base figure from which the placement capacity is calculated | |||
| Insert number of fully paid + ordinary securities on issue 12 months before the + issue date or date of agreement to issue | 142,778,206 | ||
| Add the following: | |||
| Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2 | |||
| Number of fully paid + ordinary securities issued in that 12 month period with shareholder approval | 437,500 | ||
| Number of partly paid + ordinary securities that became fully paid in that 12 month period | |||
| Note: | |||
| Include only ordinary securities here - other classes of equity securities cannot be added | |||
| Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed | |||
| It may be useful to set out issues of securities on different dates as separate line items | |||
| Subtract the number of fully paid + ordinary securities cancelled during that 12 month period | |||
| "A" | 143,215,706 |
| Step 2: Calculate 15% of "A" | ||
| "B" | 0.15 [Note: this value cannot be changed] | |
| Multiply "A" by 0.15 | 21,482,356 |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 8 |
| Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used | |||
| Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued: | 20,000,000 | ||
| Under an exception in rule 7.2 | |||
| Under rule 7.1A | |||
| With security holder approval under rule 7.1 or rule 7.4 | |||
| Note: | |||
| This applies to equity securities, unless specifically excluded - not just ordinary securities | |||
| Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed | |||
| It may be useful to set out issues of securities on different dates as separate line items | |||
| "C" | 20,000,000 |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 | ||
| "A" x 0.15 Note: number must be same as shown in Step 2 | 21,482,356 | |
| Subtract "C" Note: number must be same as shown in Step 3 | 20,000,000 | |
| Total ["A" x 0.15] - "C" | 1,482,356 [ Note : this is the remaining placement capacity under rule 7.1] |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 9 |
| Rule 7.1A - Additional placement capacity for eligible entities | ||
| Step 1: Calculate "A", the base figure from which the placement capacity is calculated | ||
| "A" Note: number must be same as shown in Step 1 of Part 1 | 143,215,706 |
| Step 2: Calculate 10% of "A" | ||
| "D" | 0.10 Note: this value cannot be changed | |
| Multiply "A" by 0.10 | 14,321,571 |
| Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used | |||
| Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A | 13,565,200 | ||
| Notes: | |||
| This applies to equity securities - not just ordinary securities | |||
| Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed | |||
| Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained | |||
| It may be useful to set out issues of securities on different dates as separate line items | |||
| "E" | 13,565,200 |
| Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A | ||
| " A " x 0.10 Note: number must be same as shown in Step 2 | 14,321,571 | |
| Subtract "E" Note: number must be same as shown in Step 3 | 13,565,200 | |
| Total ["A" x 0.10] - "E" | 756,371 [ Note : this is the remaining placement capacity under rule 7.1A] |
| + See chapter 19 for defined terms. | ||
| 07/07/2016 | Appendix 3B | Page 10 |
Under Section 708A (5) of the Corporations Act
notice is given under paragraph (5)(e) of section 708A of the Corporations Act.
| Type | Shares | ||
| Class | Ordinary | ||
| ASX code | IMC | ||
| Date of Issue | 19 July 2019 | ||
| Number Issued | 13,565,200 Ordinary Shares (converted to 339,130 American Depository Shares (ADSs)) | ||
| Issue price per security: | Issued for a consideration of USD$ 4.00 per ADS (or USD$ 0.10 per Ordinary Share) before costs |
Limited gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:
and on behalf of the Company,
| /s/ Phillip Hains | ||
| Phillip Hains | Dated: 22 nd July 2019 | |
| Company Secretary Immuron Limited |