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 August 2023

 

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 August 30, 2023 titled:

 

-

“Appendix 4E Preliminary Final Report”

 

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		Appendix 4E Preliminary Final Report

 

 

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: August 30, 2023	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

Exhibit 99.1

 

 

 

Immuron Limited

Appendix 4E

30 June 2023

 

Immuron Limited

Appendix 4E

Preliminary Final Report

Year ended 30 June 2023

 

Name of entity: ABN: Year ended: Previous period:

Immuron Limited 80 063 114 045 30 June 2023 30 June 2022

 

Results for announcement to the market
														$
Revenue from ordinary activities			Up				135.8	%			to				1,804,705
Loss from ordinary activities after tax attributable to members			Up				32.7	%			to				(3,786,507	)
Net loss for the period attributable to members			Up				32.7	%			to				(3,786,507	)

 

Distributions

 

No dividends have been paid or declared by the company for the current financial year. No dividends were paid for the previous financial year.

 

Explanation of results

 

The reported after tax loss of the current financial year of $3,786,507 (2022: $2,854,254) is after fully expensing the company’s research and development expenditure of $2,592,145 incurred during the year (2022: $657,715). Of which, $2,158,936 (2022: $369,045) was funded by the R&D grant from Medical Technology Enterprise Consortium (MTEC). Research and development expenses increased by $1,934,430 from the financial year 2022 to 2023. The increase in the research and development expenditure reflects the recommencement of research and development activities following a short-term delay during the Covid-19 pandemic.

 

The revenue from contracts with customers for the year was $1,804,705, which is an increase of 135.8% from the prior financial year (2022: $765,193), primarily due to the sales recovery in the Australian, U.S. and North American markets for Travelan^®. We anticipate that revenues from sales of our Travelan^® product will continue to increase in the future.

 

As at 30 June 2023 the company’s cash position was $17,159,764 (30 June 2022: $22,110,278). The company had trade and other receivables of $417,420 (30 June 2022: $662,896). This receivables amount includes future receivables from the Australian Government under the R&D Tax Incentive program mentioned above.

 

The preliminary financial report follows, with the further details to be included in the audited financial statements to be released by 29 September 2023.

 

 

Immuron Limited

Appendix 4E

30 June 2023

(continued)

 

Net tangible assets per security

 

		2023 Cents				2022 Cents
Net tangible asset backing (per security)			8.53				10.08

 

Changes in controlled entities

 

There have been no changes in controlled entities during the year ended 30 June 2023.

 

Other information required by Listing Rule 4.2A

 

a.

Details of individual and total dividends or distributions and dividend or distribution payments:

N/A

b.

Details of any dividend or distribution reinvestment plans:

N/A

c.	Details of associates and joint venture entities:

 

Name of entity		Place of business/ country of incorporation		Ownership interest held by the group
					30 June 2023
					%
Ateria Health Limited		United Kingdom			17.5

 

On 25 November 2022, Immuron has been allotted 800,767 shares in Ateria Health Limited (Ateria), representing 17.5% of the issued share capital of Ateria post the group’s upfront cash investment, following satisfaction of conditions precedent for the transaction, including completion of Immuron confirmatory due diligence and Ateria shareholder approval. As at 30 June 2023, Immuron has a 17.5% interest and one board seat in Ateria. Immuron is deemed to have significant influence over Ateria. For further information, please refer to the interim financial report for the half-year 31 December 2022.

 

d.

Other information

N/A

 

Audit

 

The financial statements are currently in the process of being audited. The audited financial statements along with the independent auditor report for the year end 30 June 2023 will be provided in the due course.

 

 

Immuron Limited

Consolidated statement of profit or loss and other comprehensive income

For the year ended 30 June 2023

 

		Notes		2023 $				2022 $
Revenue from contracts with customers		1			1,804,705				765,193
Cost of goods sold					(495,558	)			(241,691	)
Gross profit					1,309,147				523,502
Other income		2(a)			2,591,498				957,725
Fair value gains/(losses) to financial assets					(523,666	)			-
Net foreign exchange gains/(losses)					363,724				247,558
Movement in inventory provision		2(b)			430,932				-
General and administrative expenses		2(c)			(4,220,905	)			(3,524,388	)
Research and development expenses		2(c)			(2,592,145	)			(657,715	)
Selling and marketing expenses		2(c)			(927,423	)			(416,537	)
Operating loss					(3,568,838	)			(2,869,855	)
Finance income					116,323				21,785
Finance expenses					(9,652	)			(6,184	)
Finance costs - net					106,671				15,601
Share of profit/(loss) from associates					(324,340	)			-
Loss before income tax					(3,786,507	)			(2,854,254	)
Income tax expense					-				-
Loss for the year					(3,786,507	)			(2,854,254	)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations		4(b)			(1,012	)			6,708
Total comprehensive loss for the year					(3,787,519	)			(2,847,546	)

 

					Cents				Cents
Loss per share for loss attributable to the ordinary equity holders of the company:
Basic and diluted loss per share					(1.66	)			(1.25	)

 

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

 

 

Immuron Limited

Consolidated balance sheet

As at 30 June 2023

 

		Notes		2023 $				2022 $
ASSETS
Current assets
Cash and cash equivalents		3(a)			17,159,764				22,110,278
Trade and other receivables		3(b)			417,420				662,896
Inventories					839,968				326,578
Financial assets		3(c)			1,834,034				-
Other current assets					158,151				572,400
Total current assets					20,409,337				23,672,152
Investments accounted for using the equity method					159,066				-
Property, plant and equipment					200,133				226,736
Inventories					1,219,646				956,936
Total non-current assets					1,578,845				1,183,672
Total assets					21,988,182				24,855,824
LIABILITIES
Current liabilities
Trade and other payables					1,192,769				1,160,893
Provision for sales returns					-				95,931
Employee benefit obligations					289,408				211,776
Other current liabilities					38,767				34,376
Deferred income		3(d)			698,195				-
Total current liabilities					2,219,139				1,502,976
Non-current liabilities
Employee benefit obligations					1,882				36
Other non-current liabilities					150,325				175,411
Total non-current liabilities					152,207				175,447
Total liabilities					2,371,346				1,678,423
Net assets					19,616,836				23,177,401
EQUITY
Share capital		4(a)			88,436,263				88,436,263
Other reserves		4(b)			3,235,969				3,166,419
Accumulated losses					(72,055,396	)			(68,425,281	)
Total equity					19,616,836				23,177,401

 

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

 

 

Immuron Limited

Consolidated statement of changes in equity

For the year ended 30 June 2023 

 

						Attributable to owners of Immuron Limited
		Notes				Share capital $				Other reserves $				Accumulated losses $				Total equity $
Balance at 1 July 2022							88,436,263				3,166,419				(68,425,281	)			23,177,401
Loss for the year							-				-				(3,786,507	)			(3,786,507	)
Other comprehensive income							-				(1,012	)			-				(1,012	)
Total comprehensive loss for the year							-				(1,012	)			(3,786,507	)			(3,787,519	)
Transactions with owners in their capacity as owners:
Options and warrants issued/expensed			4(b)				-				104,753				-				104,753
Options and warrants lapsed/expired			4(b)				-				(156,392	)			156,392				-
Performance rights issued/expensed			4(b)				-				122,201				-				122,201
							-				70,562				156,392				226,954
Balance at 30 June 2023							88,436,263				3,235,969				(72,055,396	)			19,616,836

 

						Attributable to owners of Immuron Limited
		Notes				Share capital $				Other reserves $				Accumulated losses $				Total equity $
Balance at 1 July 2021							88,361,303				3,466,642				(65,932,888	)			25,895,057
Loss for the year							-				-				(2,854,254	)			(2,854,254	)
Other comprehensive income							-				6,708				-				6,708
Total comprehensive income/(loss) for the year							-				6,708				(2,854,254	)			(2,847,546	)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs and tax			4(a)				74,960				-				-				74,960
Options and warrants issued/expensed							-				54,930				-				54,930
Options and warrants lapsed/expired							-				(361,861	)			361,861				-
							74,960				(306,931	)			361,861				129,890
Balance at 30 June 2022							88,436,263				3,166,419				(68,425,281	)			23,177,401

 

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

 

 

Immuron Limited

Consolidated statement of cash flows

For the year ended 30 June 2023

 

		Notes				2023 $				2022 $
Cash flows from operating activities
Receipts from customers							1,912,689				696,603
Payments to suppliers and employees							(7,842,052	)			(4,629,139	)
Australian R&D tax incentive refund							251,986				306,154
Government grants and other grants received							3,082,182				478,589
Net cash (outflow) from operating activities							(2,595,195	)			(3,147,793	)
Cash flows from investing activities
Payments for property, plant and equipment							(7,739	)			(10,048	)
Payment for acquisition of associate							(2,729,863	)			-
Interest received							116,323				21,785
Net cash (outflow) inflow from investing activities							(2,621,279	)			11,737
Cash flows from financing activities
Principal elements of lease payments							(35,015	)			(36,264	)
Interest and other costs of finance paid							(9,652	)			(6,184	)
Net cash (outflow) from financing activities							(44,667	)			(42,448	)
Net (decrease) in cash and cash equivalents							(5,261,141	)			(3,178,504	)
Cash and cash equivalents at the beginning of the financial year							22,110,278				25,047,281
Effects of exchange rate changes on cash and cash equivalents							310,627				241,501
Cash and cash equivalents at end of year			3(a)				17,159,764				22,110,278

 

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

 

 

Immuron Limited
Notes to the financial statements
30 June 2023 

 

1	Revenue from contract with customers

 

(a)	Disaggregation of revenue from contracts with customers

 

The group derives revenue from the transfer of hyperimmune products at a point in time in the following major product lines and geographical regions:

 

		Australia				Travelan United States				Canada				Protectyn Australia				Total
2023		$				$				$				$				$
Hyperimmune products revenue			1,100,725				642,819				1,201				59,960				1,804,705
Revenue from external customers			1,100,725				642,819				1,201				59,960				1,804,705

 

		Australia				Travelan United States				Canada				Protectyn Australia				Total
2022		$				$				$				$				$
Hyperimmune products revenue			143,378				501,228				63,172				57,415				765,193
Revenue from external customers			143,378				501,228				63,172				57,415				765,193

 

2	Other income and expense items

 

(a)	Other income

 

		2023 $				2022 $
Australian R&D tax incentive refund			392,877				257,500
MTEC R&D grant			2,158,936				369,045
HJF R&D grant			-				306,595
Other income			11,685				24,585
EMDG grant			28,000				-
			2,591,498				957,725

 

(i)	Fair value of R&D tax incentive

 

The group's research and development (R&D) activities are eligible under an Australian government tax incentive for eligible expenditure. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. Amounts are recognised when it has been established that the conditions of the tax incentive have been met and that the expected amount can be reliably measured. For the year ended 30 June 2023, the group has included an item in other income of $398,391 offset by an overestimation from the prior period of $5,514 (2022: $257,500) to recognise income over the year necessary to match the R&D tax incentive on a systematic basis with the costs that they are intended to compensate.

 

(b)	Movement in inventory provision

 

The gains of $430,932 from the movement in inventory provision during the period reflect the write back resulting from the change in accounting estimate driven from the sales recovery in the Australian, U.S. and North American markets for Travelan as compared to the prior period.

 

 

Immuron Limited
Notes to the financial statements
30 June 2023
(continued)

 

2	Other income and expense items (continued)

 

(c)	Breakdown of expenses by nature

 

		2023 $				2022 $
General and administrative expenses
Accounting and audit			657,970				499,331
Bad debts			2,376				-
Consulting			23,241				226,710
Depreciation			48,662				42,606
Employee benefits			1,874,963				1,212,721
Expected credit losses			19,111				8,809
Insurance			434,699				401,121
Investor relations			194,754				38,567
Legal			233,243				520,698
Listing and share registry			152,954				164,949
Share-based payment expenses - options			104,753				94,891
Share-based payment expenses - performance rights			122,201				-
Superannuation			141,539				62,647
Travel and entertainment			105,535				9,459
Other			104,904				241,879
			4,220,905				3,524,388
Research and development expenses
Consulting			111,530				230,684
Project research and development			2,480,615				427,031
			2,592,145				657,715
Selling and marketing expenses
Selling			192,878				57,854
Marketing			474,926				113,472
Distribution costs			259,619				245,211
			927,423				416,537

 

3	Financial assets and financial liabilities

 

(a)	Cash and cash equivalents

 

		2023 $				2022 $
Current assets
Cash at bank and in hand			17,159,764				22,110,278

 

(i)	Classification as cash equivalents

 

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest.

 

 

Immuron Limited

Notes to the financial statements

30 June 2023

(continued)

 

3	Financial assets and financial liabilities (continued)

 

(b)	Trade and other receivables

 

			2023												2022
	Notes		Current $				Non- current $				Total $				Current $				Non- current $				Total $
Trade receivables				46,949				-				46,949				217,154				-				217,154
Loss allowance				(27,920	)			-				(27,920	)			(8,809	)			-				(8,809	)
				19,029				-				19,029				208,345				-				208,345
Accrued income - Australian R&D tax incentive refund				398,391				-				398,391				257,500				-				257,500
Other income receivables - R&D grants				-				-				-				197,051				-				197,051
				398,391				-				398,391				454,551				-				454,551
Total trade and other receivables				417,420				-				417,420				662,896				-				662,896

 

(i)	Classification as trade receivables

 

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current.

 

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.

 

(ii)	Accrued receivables

 

These amounts primarily comprise receivables from the Australian Taxation Office in relation to the R&D tax incentive.

 

(iii)

Fair value of trade and other receivables

 

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

 

(c)	Financial assets

 

The group classifies the following as financial assets recognised at fair value through profit or loss (FVPL) as part of Immuron's strategic investment in Ateria:

 

●

Immuron is entitled to 735,000 share options with a total exercise price of £1,470,000, expiring on 31 July 2023; and

 

●

Immuron may receive up to 457,577 shares in Ateria based on performance targets which is deemed highly probable as at 30 June 2023.

 

 

Immuron Limited

Notes to the financial statements

30 June 2023

(continued)

 

3	Financial assets and financial liabilities (continued)

 

(c)	Financial assets (continued)

 

Financial assets mandatorily measured at FVPL include the following:

 

		2023				2022
		$				$
Current assets
Share options			221,620				-
Contingent shares			1,612,414				-
			1,834,034				-

 

(d)	Deferred income

 

		2023				2022
		$				$
Current liabilities
Other deferred income			698,195				-

 

For the year ended 30 June 2023, the group has received $2,857,131 R&D grant from Medical Technology Enterprise Consortium (MTEC) in cash. However, the group has recognised $2,158,936 R&D grant from MTEC as other income over the year necessary to match the grants on a systematic basis with the costs that they are intended to compensate. The remaining balance of $698,195 of cash received from MTEC was recognised as other deferred income as at 30 June 2023 (30 June 2022: nil).

 

4

Equity

 

(a)	Share capital

 

		Notes		2023 Shares				2022 Shares				2023 $				2022 $
Ordinary shares Fully paid		4(a)(i)			227,798,346				227,798,346				88,436,263				88,436,263
					227,798,346				227,798,346				88,436,263				88,436,263

 

(i)	Movements in ordinary shares:

 

Details		Number of shares				Total $
Balance at 1 July 2021			227,246,596				88,361,303
Issue at $0.12 under ESOP Plan (2021-11-05)			333,000				39,960
Issue at $0.16 in lieu of payment for services (2021-12-17)			218,750				35,000
Less: Transaction costs arising on share issues			-				-
Balance at 30 June 2022			227,798,346				88,436,263
Less: Transaction costs arising on share issues			-				-
Balance at 30 June 2023			227,798,346				88,436,263

 

 

Immuron Limited

Notes to the financial statements

30 June 2023

(continued)

 

4	Equity (continued)

 

(a)	Share capital (continued)

 

(ii)	Ordinary shares

 

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

 

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

 

Ordinary shares have no par value and the company does not have a limited amount of authorised capital.

 

(b)	Other reserves

 

The following table shows a breakdown of the consolidated balance sheet line item ‘other reserves’ and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.

 

		Notes		Share-based payments $				Foreign currency translation $				Total other reserves $
At 1 July 2021					3,360,128				106,514				3,466,642
Currency translation differences					-				6,708				6,708
Other comprehensive income					-				6,708				6,708
Transactions with owners in their capacity as owners
Options and warrants issued/expensed		4(b)(ii)			54,930				-				54,930
Options and warrants lapsed/expired		4(b)(ii)			(361,861	)			-				(361,861	)
At 30 June 2022					3,053,197				113,222				3,166,419

 

								Foreign
				Share-based				currency				Total other
		Notes		payments $				translation $				reserves $
At 1 July 2022					3,053,197				113,222				3,166,419
Currency translation differences					-				(1,012	)			(1,012	)
Other comprehensive income					-				(1,012	)			(1,012	)
Transactions with owners in their capacity as owners
Options and warrants issued/expensed		4(b)(ii)			104,753				-				104,753
Options and warrants lapsed/expired		4(b)(ii)			(156,392	)			-				(156,392	)
Performance rights issued/expensed		4(b)(ii)			122,201				-				122,201
At 30 June 2023					3,123,759				112,210				3,235,969

 

(i)	Nature and purpose of other reserves

 

Share-based payments

 

The share-based payment reserve records items recognised as expenses on valuation of share options and warrants issued to key management personnel, other employees and and eligible contractors.

 

 

Immuron Limited

Notes to the financial statements

30 June 2023

(continued)

 

4	Equity (continued)

 

(b)	Other reserves (continued)

 

Foreign currency translation

 

Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income as described in note and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

 

(ii)	Movements in options, warrants and performance rights:

 

Details		Number of options or performance rights				Total $
Balance at 1 July 2021			45,309,478				3,360,128
Lapse of unexercised options at $0.50 (2021-07-01)			(1,200,000	)			(188,400	)
Issue of ESOP unlisted options at $0.25 (2021-11-05)			500,000				18,624
Lapse of unexercised options at $1.94 (2021-11-30)			(14,493	)			(28,813	)
Lapse of unexercised options at $1.94 (2022-06-14)			(24,721,108	)			(144,648	)
Unlisted options granted in previous year at $0.12			-				36,306
Balance at 30 June 2022			19,873,877				3,053,197
Share-based payment expenses - options			1,430,000				104,753
Lapse of unexercised options			(8,424,157	)			(156,392	)
Share-based payment expenses - performance rights*			-				122,201
Balance at 30 June 2023			12,879,720				3,123,759

 

*	1,688,839 performance rights were subsequently issued on 12 July 2023.

 

5	Events occurring after the reporting period

 

On 30 June 2023, the company announced the transition of Mr. Paul Brennan from Non-Executive Director to Chairman, effective 1 July 2023. Dr. Roger Aston will continue on the Board, transitioning from Chairman to Non-Executive Director.

 

Immuron elected to not exercise its option to acquire 735,000 Ateria shares prior to the option expiry date of 31 July 2023.

 

On 9 August 2023, the Therapeutic Goods Administration (TGA) has given GMP Clearance for Immuron’s packaging supplier allowing Travelan® to be released for sale in Australia to retail pharmacy wholesalers and other customers.

 

No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years.

 

 

 

 

 

 

 

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