Amended Statement of Ownership (sc 13g/a)
January 15 2020 - 10:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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______________________________________
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SCHEDULE 13G
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______________________________________
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Immuron Limited
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(Name of Issuer)
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Ordinary
Shares, no par value
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(Title of Class of Securities)
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45254U101**
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(CUSIP Number)
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December
31, 2019
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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______________________________
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** 45254U101 is the CUSIP number for
the American Depository Shares traded on the NASDAQ Stock Market. The ISIN number for the Ordinary Shares is AU000000IMC7.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 45254U101
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13G/A
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Empery Asset Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
PN
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* As more fully described in Item 4, the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise
of such reported securities and do not give effect to such blockers. Therefore, the actual number of Ordinary Shares beneficially
owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 45254U101
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13G/A
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Ryan M. Lane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise
of such reported securities and do not give effect to such blockers. Therefore, the actual number of Ordinary Shares beneficially
owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 45254U101
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13G/A
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Page 4 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Martin D. Hoe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,554,767 Ordinary Shares issuable upon exercise of Warrants
(See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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|
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* As more fully described in Item 4, the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise
of such reported securities and do not give effect to such blockers. Therefore, the actual number of Ordinary Shares beneficially
owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 45254U101
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13G/A
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Page 5 of 6 Pages
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This Amendment No. 2 (this “Amendment”) amends
the statement on Schedule 13G filed on March 20, 2018 (the “Original Schedule 13G”, as amended by Amendment
No. 1 to the Original Schedule 13G on January 29, 2019, the “Schedule 13G”), with respect to Ordinary Shares,
no par value (the “Common Shares”), of Immuron Limited (the “Company”). Capitalized terms
used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends
and restates Item 4 in its entirety as set forth below.
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The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover
page for each Reporting Person is based on 163,215,706 Ordinary Shares issued and outstanding as of June 30, 2019, as represented
on the Annual Statement on Form 20-F filed with the Securities and Exchange Commission on October 28, 2019 and assumes the exercise
of the Company’s reported warrants (the “Reported Warrants”) subject to the Blockers (as defined below).
Pursuant to the terms of the Reported Warrants, the Reporting Persons
cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more
than 4.99% of the outstanding Ordinary Shares (the “Blockers”), and the percentage set forth in Row 11 of the
cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the
filing of this statement, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blockers.
The Investment Manager, which serves as the investment manager to
the Empery Funds, may be deemed to be the beneficial owner of all Ordinary Shares held by, and underlying the Reported Warrants
(subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner
of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all Ordinary
Shares held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. The foregoing should
not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Ordinary Shares owned by
another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any
such Ordinary Shares.
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Item
5.
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OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS.
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [X]
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CUSIP No. 45254U101
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13G/A
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Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: January 15, 2020
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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By: /s/ Ryan M. Lane___________________
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Name: Ryan M. Lane
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Title: Managing Member
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/s/ Ryan M. Lane______________________
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Ryan M. Lane
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/s/ Martin D. Hoe______________________
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Martin D. Hoe
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