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Immuron cuts at-the-market offering cap to about $2.01M

Wainwright is not required to sell a specific number or dollar amount, and Immuron will pay a 3.0% cash commission on gross ADS sales.

(High)

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Form Type
424B5

Rhea-AI Filing Summary

Immuron Ltd. (IMRN) amended its at-the-market offering to permit the offer and sale of up to approximately $2,006,769 in aggregate offering price of American Depositary Shares (ADSs) representing ordinary shares. Sales, if any, may be made from time to time through H.C. Wainwright & Co., LLC, acting as sales agent or principal. The supplement reduces the prior maximum aggregate offering price to this amount.

Under Form F-3’s one-third public-float limit, Immuron states that it had sold approximately $2,847,703 in securities during the 12 calendar months through October 23, 2026, leaving eligibility to offer up to an additional $2,006,769. The one-third limit was $4,854,473 as of October 23, 2026, and applies while public float remains below $75 million. Immuron will pay Wainwright a cash commission equal to 3.0% of gross sales price; Wainwright is not required to sell any specific number or dollar amount.

Filing Explained

Under the amended ATM, Immuron may issue and sell up to $2,006,769 of ADSs, but this supplement describes an offering rather than a completed issuance; if sales occur, the underlying ordinary shares would increase the share count and reduce existing holders’ percentage ownership.

Maximum aggregate offering price Up to approximately $2,006,769 Revised at-the-market offering under the Offering Agreement
One-third sales limit $4,854,473 Form F-3 limit for any 12 calendar-month period, as of October 23, 2026
Prior 12-month securities sales Approximately $2,847,703 Sales under General Instruction I.B.5 during the 12 calendar months through October 23, 2026
Wainwright cash commission 3.0% Of the gross sales price of ADSs sold by Wainwright
Non-affiliate ordinary-share market value Approximately $14,563,418 As of October 23, 2026; based on 7,914,901 ADS-equivalents held by non-affiliates and a $1.84 per ADS closing price on September 8, 2026
Ordinary shares outstanding 322,848,081 ordinary shares As of October 23, 2026, represented by 8,071,202 ADS-equivalents
Last reported ADS price $0.97 per ADS October 22, 2026, on The Nasdaq Capital Market
Ordinary shares per ADS 40 ordinary shares per ADS ADS representation ratio
at the market offerings regulatory
"deemed to be at the market offerings as defined in Rule 415"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
General Instruction I.B.5 regulatory
"Pursuant to General Instruction I.B.5 of Form F-3"
aggregate market value financial
"one-third of the aggregate market value of our ordinary shares held by non-affiliates"
Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.
ADS-equivalents financial
"based on 8,071,202 ADS-equivalents"
underwriter regulatory
"deemed to be an underwriter within the meaning of the Securities Act"
An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.
Offering Type ATM
Securities Offered American Depositary Shares representing ordinary shares
Offering Amount Up to approximately $2,006,769 in aggregate offering price

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ordinary shares does one IMRN ADS represent?

Each IMRN American Depositary Share represents 40 ordinary shares of Immuron Ltd. On October 22, 2026, the last reported prices were $0.97 per ADS on The Nasdaq Capital Market and A$0.04 per ordinary share on ASX.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-280667

 

PROSPECTUS SUPPLEMENT

(To Prospectus dated July 19, 2024)

 

IMMURON LIMITED

 

Up to $2,006,769

 

American Depositary Shares Representing Ordinary Shares

 

This prospectus supplement amends, supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our Offering Agreement prospectus dated July 19, 2024, which together with the accompanying base prospectus dated July 19, 2024 contained in our Registration Statement on Form F-3 (Registration No. 333-280667), which we refer to as the prospectus, relating to the offering, issuance, and sale of our American Depositary Shares (each, an “ADS” and, collectively the “ADSs”) representing our ordinary shares that may be issued and sold from time to time under an at-the-market offering agreement dated as of July 2, 2024 (the “Offering Agreement”) between us and H.C. Wainwright & Co., LLC (“Wainwright”). These sales, if any, will be made pursuant to the terms of the Offering Agreement.

 

This prospectus supplement should be read in conjunction with, is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including all supplements thereto and documents incorporated by reference therein. If there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Any information that is modified or superseded in the prospectus shall not be deemed to constitute a part of the prospectus, except as modified or superseded by this prospectus supplement.

 

The aggregate market value of our outstanding ordinary shares held by non-affiliates as of the date of this prospectus supplement is approximately $14,563,418, based on 8,071,202 ADS-equivalents (representing 322,848,081 ordinary shares) outstanding as of the date of this prospectus supplement, of which 7,914,901 ADS-equivalents were held by non-affiliates, and a price per ADS of US$1.84, which was the closing sale price of our ADS on the Nasdaq Capital Market on September 8, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our ordinary shares held by non-affiliates in any 12 calendar month period, or $4,854,473 as of the date of this prospectus supplement. As of the date of this prospectus supplement, we have sold approximately $2,847,703 of securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to, and including, the date of this prospectus supplement, and are therefore eligible to sell up to an additional $2,006,769 of our securities pursuant to General Instruction I.B.5 of Form F-3. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12 calendar month period so long as our public float remains below $75 million.

 

We are filing this prospectus supplement to supplement and amend, as of October 23, 2026, the prospectus, as supplemented, to decrease the maximum aggregate offering price of our securities that may be offered, issued and sold under the prospectus, as supplemented and amended by this prospectus supplement, pursuant to the Offering Agreement with Wainwright to approximately $2,006,769. From and after the date hereof, pursuant to General Instruction I.B.5 of Form F-3, we are offering to issue and sell up to approximately $2,006,769 of securities from time to time through Wainwright, acting as our sales agent or principal in accordance with the Offering Agreement.

 

Our ADSs are listed on The Nasdaq Capital Market under the symbol “IMRN.” Each ADS represents 40 of our ordinary shares, no par value per share. On October 22, 2026, the last reported price of our ADSs on The Nasdaq Capital Market was $0.97 per ADS. Our ordinary shares are currently listed on the Australian Securities Exchange, or ASX, under the symbol “IMC.” On October 22, 2026, the last reported price of our ordinary shares on the ASX was A$0.04 per ordinary share. 

 

Sales of ADSs, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Wainwright is not required to sell any specific number or dollar amount of ADSs but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on terms mutually agreed to by Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

We will pay Wainwright a cash commission equal to 3.0% of the gross sales price of the ADSs sold by Wainwright under the Offering Agreement. In connection with the sale of the ADSs on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act.

 

Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully consider the risk factors described in “Risk Factors” beginning on page 4 of the Offering Agreement prospectus dated July 19, 2024, and under similar headings in other documents that are incorporated by reference into this prospectus supplement and the prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

H.C. Wainwright & Co.

 

The date of this prospectus supplement is October 23, 2026.

 

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