Immuron (NASDAQ: IMRN) holders to vote on 55.1M share ratification

Rhea-AI Filing Summary

Immuron Limited has called an Extraordinary General Meeting for 12 February 2026 to seek shareholder approval to ratify prior share issues made under its at-the-market (ATM) funding facility. Shareholders are being asked to approve two resolutions ratifying the issue of 28,278,923 shares under ASX Listing Rule 7.1 and 26,821,997 shares under Listing Rule 7.1A, for a total of 55,100,920 fully paid ordinary shares. The shares were issued in several ATM drawdowns in October, November and December 2025 at prices between $0.07560 and $0.08860 per share.

The company previously filed a Form F-3 and ATM prospectus in the United States allowing it to raise up to US$15 million over three years, and later extended the ATM facility by an additional approximate aggregate offering price of US$2,847,954. Funds raised are intended to support working capital and various projects. The board unanimously recommends that shareholders vote in favour of both ratification resolutions.

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 January 2026

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 an announcement (the “Public Notices”) to the Australian Securities Exchange on January 12, 2026 titled:

99.1 Notice of Extraordinary General Meeting and Proxy Form

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.

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EXHIBITS

Exhibit Number		Description
99.1		Notice of Extraordinary General Meeting and Proxy Form

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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: January 12, 2026	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

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Exhibit 99.1

IMMURON LIMITED

ACN 063 114 045

(ASX code: IMC, NASDAQ code: IMRN)

NOTICE OF EXTRAORDINARY GENERAL MEETING
AND EXPLANATORY STATEMENT

Date and Time of Meeting:

Thursday, 12 February 2026 at 11.00 am AEDT

Place of Meeting:

Level 3, 62 Lygon Street, Carlton VIC

3053

If Shareholders are unable to attend the Meeting in person they are encouraged to return the proxy form to the Company in accordance with the instructions thereon. Returning the proxy form will not preclude a Shareholder from attending and voting at the Meeting in.

This Notice of Extraordinary General Meeting and Explanatory Statement should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor or other professional adviser without delay.

IMMURON LIMITED

ACN 063 114 045

12 January 2026

Notice of Extraordinary General Meeting

Notice is given that the Extraordinary general meeting of the shareholders of Immuron Limited ACN 063 114 045 (Company or Immuron) will be held at Level 3, 62 Lygon Street, Carlton, VIC 3053 on Thursday, 12 February 2026 at 11.00 am AEDT for the purpose of considering and if thought fit passing the resolutions as stated below.

Please note that additional information concerning the proposed resolutions is contained in the Explanatory Statement that accompanies and forms part of this Notice of Extraordinary General Meeting. Voting Exclusions to some the following resolutions appear below and are deemed to form part of this Notice.

Business of the Meeting

Resolution 1: Ratification of prior issue of shares – Listing Rule 7.1

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 28,278,923 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement in respect of this Resolution is set out below.

Resolution 2: Ratification of prior issue of shares – Listing Rule 7.1A

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26,821,997 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement in respect of this Resolution is set out below.

By order of the Board

/s/ Phillip Hains

Phillip Hains

Company Secretary

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Voting Exclusion Statement

In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the resolution by or on behalf of:

Resolution 1: Ratification of prior issue of shares – Listing Rule 7.1	(a) participants (and/or their nominee/s) or any other person who participated in the issue; or (b) an associate of such a person.
Resolution 2: Ratification of prior issue of shares – Listing Rule 7.1A	(a) participants (and/or their nominee/s) or any other person who participated in the issue; or (b) an associate of such a person.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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VOTING ENTITLEMENT NOTICE

1. Entitlement to vote

For the purposes of the Meeting, the Company has determined that in accordance with regulation 7.11.37 of the Corporations Regulations, shares will be taken to be held by the persons registered as holders at 11.00 am AEDT on Tuesday, 10 February 2026. Accordingly, transfers registered after that time will be disregarded in determining entitlements to vote at the Meeting.

2. Voting at the meeting

You may vote by participating in the Meeting at the above-described venue or by appointing an attorney or corporate representative to participate in the Meeting and vote for you. Alternatively, Shareholders who are entitled to vote at the Meeting may vote by appointing a proxy to participate and vote on their behalf, using the Proxy Form accompanying this Notice of Meeting or by appointing a proxy online.

(a) Jointly held Shares

If more than one Shareholder votes in respect of jointly held Shares, only the vote of the Shareholder whose name appears first in the share register will be counted whether the vote is given personally, by attorney or proxy.

(b) Voting in person

Shareholders wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, may attend the Meeting in person at Level 3, 62 Lygon Street, Carlton, VIC 3053 on Thursday, 12 February 2026 at 11.00 am AEDT. It is suggested that participants attend 30 minutes prior to the time designated for the commencement of the Meeting, if possible, to register and to obtain a voting card.

(c) Voting by proxy

Shareholders wishing to appoint a proxy to vote on their behalf at the Meeting must either complete and sign or validly authenticate the personalised Proxy Form which accompanies this Notice of Meeting or lodge their proxy online. A person appointed as a proxy may be an individual or a body corporate.

Completed Proxy Forms must be delivered to the Share Registry by 11.00 am AEDT on Tuesday, 10 February 2026 in any of the following ways:

(i) By mail in the enclosed reply-paid envelope (or the self-addressed envelope, for Shareholders whose registered address is outside Australia) provided to the Share Registry:
Boardroom Pty Limited
PO Box 3993
SYDNEY NSW 2000

(ii) By facsimile to Boardroom Pty Limited, on facsimile number +61 2 9279 9664
(iii) Online if you wish to appoint your proxy online, you should do so by visiting www.votingonline.com.au/imcegm2026 and following the instructions on that website. Online appointments of proxies must be completed by 11.00 am AEDT on Tuesday, 10 February 2026.

(iv) By Hand:
Boardroom Pty Limited
Level 8, 210 George Street
SYDNEY NSW 2000

A proxy need not be a Shareholder. If you appoint a proxy and subsequently wish to attend the meeting yourself, the proxy will retain your vote and you will be unable to vote yourself unless you notify the registrar of the revocation of your proxy appointment before the commencement of the Meeting.

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If a proxy appointment is signed by a Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman will act as proxy.

You are entitled to appoint up to two proxies to participate in the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy you must specify the names of each proxy and the percentage of votes or number of securities for each proxy on the Proxy Form. Replacement Proxy Forms can also be obtained from the Share Registry.

If you hold Shares jointly with one or more other persons, in order for your proxy appointment to be valid, each of you must sign the Proxy Form.

(d) Undirected proxies

If a Shareholder nominates the chairman of the Meeting as that Shareholder's proxy, the person acting as chairman of the Meeting must act as proxy under the appointment in respect of any or all items of business to be considered at the Meeting. If a proxy appointment is signed or validly authenticated by that Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman of the Meeting will act as proxy in respect of any or all items of business to be considered at the Meeting.

Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director which do not contain a direction as to how to vote will be voted in favour of the resolution at the Meeting.

The Chairman intends to vote undirected proxies of which the chair is appointed as proxy in favour of the resolutions.

(e) Voting by attorney

If you wish to appoint an attorney to vote at the Meeting, the original or a certified copy of the power of attorney under which the attorney has been appointed must be received by the Share Registry no later than 11.00 am AEDT on Tuesday, 10 February 2026 (or if the Meeting is adjourned or postponed, no later than 48 hours before the resumption of the Meeting in relation to the resumed part of the Meeting).

Any power of attorney granted by a Shareholder will, as between the Company and that Shareholder, continue in force and may be acted on, unless express notice in writing of its revocation or the death of the relevant Shareholder is lodged with the Company.

Your appointment of an attorney does not preclude you from logging in online and participating and voting at the Meeting. The appointment of your attorney is not revoked merely by your participation and taking part in the Meeting, but if you vote on a resolution, the attorney is not entitled to vote, and must not vote, as your attorney on that resolution.

(f) Voting by corporate representative

To vote by corporate representative at the Meeting, a Shareholder or proxy who is a corporation should obtain a Certificate of Appointment of Corporate Representative from the Share Registry, complete and sign the form in accordance with the instructions on it. The completed appointment form should be lodged with the Share Registry before 11.00 am AEDT on Tuesday, 10 February 2026.

The appointment of a representative may set out restrictions on the representative's powers. The appointment must comply with section 250D of the Corporations Act.

The original Certificate of Appointment of Corporate Representative, a certified copy of the Certificate of Appointment of Corporate Representative, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed.

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IMMURON LIMITED

ACN 063 114 045

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Extraordinary General Meeting of Shareholders (Meeting) to be held at Level 3, 62 Lygon Street, Carlton, VIC 3053 on Thursday, 12 February 2026 at 11.00 am AEDT.

1. Resolutions 1 and 2: Ratification of prior issue of shares – Listing Rule 7.1 and 7.1A

1.1 Background

On 3 July 2024, the Company announced that it had lodged a Form F-3 Registration Statement and an At-the-Market (ATM) Prospectus with the U.S. Securities and Exchange Commission (SEC). The Form F-3 enables the Company as a foreign private issuer to raise up to US$15 million in the United States over a three-year period. The ATM Facility sits within the ASX Listing Rule 7.1 and 7.1A (if approved by shareholders) framework for share issuance. On 6 October 2025, the Company filed an ATM supplementary prospectus and extended the AGM funding facility to an additional aggregate offering price of approximately US$2,847,954 to maintain strategic financial flexibility and optionality in current market conditions. The Company has been raising the capital utilising the 7.1 and 7.1A placement capacity under ASX Listing Rules.

The Company issued 28,278,923 shares utilising its placement capacity under ASX Listing Rule 7.1 (being the subject of Resolution 1).

Date		Number of shares		Price per Share		Issuance
20 October 2025		1,133,840		$0.08860		ATM Drawdown
7 November 2025		8,495,080		$0.07560		ATM Drawdown
5 December 2025		18,650,003		$0.07910		ATM Drawdown

The Company issued 26,821,997 shares utilising its placement capacity under ASX Rule 7.1A (being the subject of Resolution 2).

Date		Number of shares		Price per Share		Issuance
5 December 2025		26,821,997		$0.07910		ATM Drawdown

Resolutions 1 and 2 seek Shareholder ratification for the purpose of Listing Rule 7.4 for the issue of 55,100,920 shares.

1.2 Listing Rule 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its Annual general meeting held on 11

November 2025.

The issue of the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the date of the issue.

1.3. Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

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The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of Shares.

1.4. Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the issue of Shares will be excluded in calculating the Company’s 25% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of the issue of the shares.

If Resolutions 1 and 2 are not passed, the issue of Shares will be included in calculating the Company’s 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of the issue of the shares.

1.5. Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION		DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected		The Participants were identified through a bookbuild process, which involved H.C. WAINWRIGHT & CO., LLC seeking expressions of interest to participate in the ATM facility from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the capital issued of the Company. None of the recipients were related parties or a material investor.
Number and class of Securities issued		55,100,920 Shares were issued as follows:   28,278,923 under Resolution 1; and   26,821,997 under Resolution 2.
Terms of Securities		The shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued		See section 1.1
Price or other consideration the Company received for the Securities		Various prices – see section 1.1
Purpose of the issue, including the intended use of any funds raised by the issue		The purpose of the issue was to raise capital to fund working capital and various projects.
Summary of material terms of agreement to issue		The Shares were issued pursuant to customary placement letter agreements between the Company, the broker (H.C. WAINWRIGHT & CO., LLC) and the Participants.
Voting Exclusion Statement		A voting exclusion statement applies to Resolutions 1 and 2.
Compliance		The issue did not breach Listing Rules 7.1 and 7.1A.

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1.6. Recommendation

The Board unanimously recommends that shareholders vote in favour of Resolutions 1 and 2.

Glossary Definitions

The following definitions are used in the Notice of Meeting and the Explanatory Statement:

Extraordinary General Meeting / EGM means the extraordinary general meeting of the Company to be held at Level 3, 62 Lygon Street, Carlton, VIC 3053.

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX as amended from time to time.

ATM means at the market funding facility.

Board means the board of Directors of the Company.

Chair means the chair of the Meeting.

Company means Immuron Limited ACN 063 114 045.

Constitution means the Company’s constitution.

Corporations Act or Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory Statement attached to this Notice.

Meeting means the extraordinary general meeting subject to this Notice.

Notice of Meeting or Notice means this notice of extraordinary general meeting.

Proxy Form means the proxy form accompanying the Notice. Resolution means the resolutions referred to in the Notice of Meeting. Share means a fully paid ordinary share in the capital of the Company. Share Registry means BoardRoom Pty Ltd.

Shareholder means a holder of a Share.

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FAQ

What is Immuron (IMRN) asking shareholders to approve at the Extraordinary General Meeting?

Immuron is asking shareholders to ratify two prior share issues made under ASX Listing Rules 7.1 and 7.1A. Resolution 1 covers 28,278,923 shares issued under Listing Rule 7.1 and Resolution 2 covers 26,821,997 shares issued under Listing Rule 7.1A, together totaling 55,100,920 fully paid ordinary shares.

Why did Immuron (IMRN) issue the 55,100,920 shares and how were they priced?

The shares were issued through an at-the-market (ATM) funding facility to raise capital for working capital and various projects. They were issued in several drawdowns: 1,133,840 shares at $0.08860 on 20 October 2025, 8,495,080 shares at $0.07560 on 7 November 2025, and 45,472,000 shares (including a 26,821,997 tranche) at $0.07910 on 5 December 2025.

What is Immuron’s Form F-3 and ATM facility mentioned in the IMRN filing?

On 3 July 2024, Immuron lodged a Form F-3 registration statement and ATM prospectus with the U.S. SEC, enabling it as a foreign private issuer to raise up to US$15 million in the United States over a three-year period. On 6 October 2025, it filed an ATM supplementary prospectus extending the ATM facility by an additional approximate aggregate offering price of US$2,847,954.

How do ASX Listing Rules 7.1 and 7.1A affect Immuron (IMRN) share issues?

ASX Listing Rule 7.1 generally limits a listed company to issuing up to 15% of its share capital in any 12-month period without shareholder approval. Listing Rule 7.1A allows eligible companies, with shareholder approval, to increase this by another 10% to a total of 25%. Immuron obtained 7.1A approval at its annual general meeting on 11 November 2025 and used this extra capacity for part of the ATM share issues.

What happens if Immuron shareholders approve or reject the ratification resolutions?

If Resolutions 1 and 2 are passed, the 55,100,920 shares will be treated as having been approved under ASX Listing Rule 7.4 and will be excluded from the 25% issuance limit under Listing Rules 7.1 and 7.1A, increasing Immuron’s capacity to issue further equity without additional approval. If the resolutions are not passed, the shares will continue to count against that 25% limit, reducing the company’s ability to issue more equity without shareholder approval over the relevant 12-month period.

How were investors selected to participate in Immuron’s ATM share issuances?

Participants were identified through a bookbuild process conducted by H.C. Wainwright & Co., LLC, which sought expressions of interest from non-related parties of Immuron. The company states that no material person was issued more than 1% of its capital issued and that none of the recipients were related parties or material investors.

What is the board’s recommendation on the Immuron (IMRN) ratification resolutions?

The board of Immuron unanimously recommends that shareholders vote in favour of both Resolution 1 and Resolution 2, which seek to ratify the prior share issues and restore the company’s capacity to issue additional equity under ASX Listing Rules 7.1 and 7.1A.