F-1/A

As filed with the Securities and Exchange Commission on May 25, 2017.

Registration No. 333-215204

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 7

To

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IMMURON LIMITED

(Exact name of registrant as specified in its charter)

Australia	2834	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Suite 1, 1233 High Street, Armadale, Victoria, Australia 3143

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Delaney Corporate Services Ltd.

99 Washington Avenue, Suite 805A

Albany, New York 12210

Tel: (518) 465-9242
Fax: (518) 465-7883

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq. Darrin Ocasio, Esq. David B. Manno, Esq. Sichenzia Ross Ference Kesner LLP 61 Broadway New York, New York 10006
Tel: (212) 930-9700
Fax: (212) 930-9725 Mitchell S. Nussbaum, Esq. Norwood P. Beveridge, Jr. Esq. Lili Taheri, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Telephone: (212) 407-4000
Facsimile: (212) 407-4990

EXPLANATORY NOTE

Immuron Limited (the “Registrant”) is filing this Amendment No. 7 (the “Amendment”) to its Registration Statement on Form F-1 (Registration Statement No. 333-215204) (the “Registration Statement”) to re-file Exhibit 5.1 and Exhibit 5.2. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page, the Exhibit Index and Exhibits 5.1 and 5.2. The remainder of the Registration Statement is unchanged and therefore has not been included in this amendment.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits

See Exhibit Index beginning on page II-7 of this registration statement.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sydney, Australia on May 25, 2017.

IMMURON LIMITED
By:	/s/ Thomas Liquard
	Name:  Thomas Liquard
	Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Non-Executive Chairman	May 25, 2017
Name: Roger Aston
/s/ Thomas Liquard	Chief Executive Officer	May 25, 2017
Name: Thomas Liquard	(principal executive officer)
*	Joint Chief Financial Officer and Secretary	May 25, 2017
Name: Peter Vaughan	(principal financial officer and principal accounting officer)
*	Joint Chief Financial Officer and Secretary	May 25, 2017
Name: Phillip Hains
*	Director	May 25, 2017
Name: Stephen Anastasiou
*	Director	May 25, 2017
Name: Daniel Pollock
*	Executive Vice Chairman	May 25, 2017
Name: Peter Anastasiou
	Director	May 25, 2017
Name: Ravi Savarirayan

* By:	/s/ Thomas Liquard
	Thomas Liquard

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Immuron Limited, has signed this registration statement or amendment thereto in New York, New York on May 25, 2017.

Authorized U.S. Representative
By:	/s/ Thomas Liquard
	Thomas Liquard

EXHIBIT INDEX

Exhibits	Description
1.1	Form of Underwriting Agreement*
3.1	Constitution of Immuron Limited*
4.1	Form of Amended and Restated Deposit Agreement between Immuron Limited and The Bank of New York Mellon, as depositary, and Owners and Holders of the American Depositary Shares*
4.2	Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.1)*
4.3	Form of Representative’s Warrant (included in Exhibit 1.1)*
4.4	Form of ADS Warrant Agent Agreement*
4.5	Form of Global Warrant (included in Exhibit 4.4) *
5.1	Opinion of  Francis Abourizk Lightowlers regarding the validity of the ordinary shares and warrants being issued
5.2	Opinion of Sichenzia Ross Ference Kesner LLP
10.1	Development and Supply Agreement by and between Immuron Limited and Synlait Milk Ltd. dated June 28, 2013(1)*
10.2	Variation of Development and Supply Agreement by and between the Company and Synlait Milk Ltd. dated June 21, 2016(1)*
10.3	Marketing and Master Distribution Agreement by and between the Company and UniFirst-First Aid Corporation d/b/a MEDIQUE Products dated as of June 28, 2016(1)*
10.4	Distribution and License Agreement by and between the Company and Paladin Labs Inc. dated November 28, 2011(1)*
10.5	Consultancy Agreement by and between Immuron Limited and Dan Peres dated April 1, 2015*
10.6	Commercial Lease Agreement with Wattle Laboratories Pty Ltd.*
10.7	Executive Share Option Plan*
10.8	Convertible Security and Share Purchase Agreement by and between Immuron Limited and SBI Investments dated February 16, 2016*
10.9	Executive Service Agreement by and between Immuron Limited and Thomas Liquard dated August 24, 2015*
10.10	Executive Service Agreement by and between Immuron Limited and Dr. Jerry Kanellos dated July 23, 2015*
10.11	Termination of Distribution Agreement letter dated February 23, 2017*
10.12	Consultancy Agreement by and between Immuron Limited and Dan Peres dated March 29, 2017*
10.13	R&D Tax Incentive Prepayment Loan Facility Agreement between Immuron Limited and Grandlodge Capital Pty. Ltd.*
21.1	List of significant subsidiaries of Immuron Limited*
23.1	Consent of Francis Abourizk Lightowlers (see Exhibit 5.1)
23.2	Consent of Sichenzia Ross Ference Kesner LLP (see Exhibit 5.2)
23.2	Consent of Marcum LLP*
24.1	Power of Attorney*

* Previously filed.

(1) A redacted version of this Exhibit has been previously filed. An un-redacted version of this Exhibit has been separately filed with the Securities and Exchange Commission pursuant to an application for confidential treatment. The confidential portions of the Exhibit have been omitted and have been blacked out.

EX-5.1

Exhibit 5.1

 

25 May 2017 Francis Abourizk Lightowlers   Level 14, 114 William Street Melbourne Victoria 3000   PO Box 302, Collins Street West Melbourne Victoria 8007   t 61 3 9642 2252    f 61 3 9642 2272   e enquiries@fal-lawyers.com.au www.fal-lawyers.com.au   ABN 85 275 937 113

Immuron Limited

Suite 1, 1233 High Street

Armadale, Victoria, Australia 3143

This opinion is furnished to you in connection with a Registration Statement on Form F-1 (Registration No. 333-215204) (as amended to date, the “Registration Statement”) filed by Immuron Limited, an Australian company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and proposed offering of (i) American Depository Shares between the range of: (a) an aggregate of 875,000 American Depositary Shares (the “Low End ADSs”), each representing forty (40) ordinary shares, no par value per share by the Company, based on an estimated assumed price of $10.00, which is the low end of the estimated price range shown on the front cover page of the prospectus of which the Registration Statement forms a part of (the “Low End Price”) and warrants to purchase up to an aggregate of 437,500 ADSs (the “Low End Warrants”), and (b) an aggregate of 700,000 ADSs (together with the Low End ADSs, the “Initial ADS”), each representing forty (40) ordinary shares, no par value per share of the Company, based on an estimated assumed price of $12.50, which is the high end of the estimated price range of the initial public offering price shown on the front cover page of the prospectus of which the Registration Statement forms a part of (the “High End Price”) and warrants to purchase up to an aggregate of 350,000 ADSs (together with the Low End Warrants, the “Initial Warrants”) and (ii) at the option of the Underwriters, the issue and sale to the Underwriters of an additional amount of ADSs between the range of 131,250 ADSs based on the Low End Price and 105,000 ADSs based on the High End Price (the “Additional ADSs” and together with the Initial ADSs, the “ADSs”) and warrants to purchase between the range of an additional 65,625 ADSs based on the Low End Price and 52,500 ADSs based on the High End Price (the “Additional Warrants” and together with the Initial Warrants, the “Warrants”) to cover over-allotments, if any (collectively, the “Securities”). We understand that the Securities are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement to be entered into by and among the Company and the several underwriters substantially in the form filed as an exhibit to the Registration Statement (the “Underwriting Agreement”).

For the purposes of this opinion, we have examined and relied upon copies of the following documents:

(a) the Registration Statement; and

(b) a draft of the prospectus (the “Prospectus”) contained in the Registration Statement.

We have also examined and relied upon a certificate, dated 5 May 2017 , of the Company Secretary of the Company (the “Secretary’s Certificate”) certifying (i) the accuracy and completeness of the Constitution of the Company, (ii) the accuracy and completeness of copies of the minutes of a meeting of the shareholders of the Company held on 29 November 2016 (the “Shareholders’ Meeting”); (iii) the accuracy and completeness of resolutions of the Board of Directors of the Company dated 26 October 2016; and (iv) that the Company has sufficient placement capacity under Australian Securities Exchange Listing Rule 7.1 to allow for the issuance of ADSs and Warrants. We have also examined such other documents and made such enquiries as to questions of law as we have deemed relevant and necessary in order to render the opinions set forth below.

Francis Abourizk Lightowlers Page 1

In such examination, we have assumed (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to original documents of all documents submitted to us as copies (certified or otherwise); (d) the authenticity of the originals of such copies; (e) that all documents submitted to us are true and complete; (f) that resolutions of the directors of the Company that we have relied upon for the purposes of this letter opinion will not be varied or revoked after the date of this letter and that the meetings of the directors of the Company at which the resolutions were considered were properly convened, all directors who attended and voted were entitled to do so, the resolutions were properly passed, and the directors have performed their duties properly and all provisions relating to the declaration of directors’ interests or the power of interested directors were duly observed; (g) that the Shareholders’ Meeting was properly convened and that the resolutions passed at the Shareholders’ Meeting were properly passed; (h) the accuracy of any searches obtained from the Australian Securities and Investments Commission in relation to the Company; (i) that all certifications provided in the Secretary’s Certificate are accurate; (j) each natural person signing any document reviewed by us had the legal capacity to do so and to perform his or her obligations thereunder; and (k) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity.

Based upon and subject to the foregoing, we are of the opinion that:

(a) the Company is duly incorporated and validly existing under the laws of the Australia in good standing (as such term is not defined under the Australian Corporations Act 2001, meaning solely that there are no current orders for the winding up of, or appointment of a receiver or liquidator for the Company or any notice of its proposed deregistration);

(b) the issue of the Shares and Warrants has been duly authorized by the Company; and

(c) when issued and paid for as contemplated by the Prospectus, the Shares underlying the ADSs and Warrants also registered will be validly issued, fully paid and non-assessable (for the purpose of this opinion, the term “non-assessable”, when used to describe the liability of a person as the registered holder of shares has no clear meaning under the laws of the Commonwealth of Australia, so we have assumed those words to mean that holders of such Shares, having fully paid all amounts due on such Shares, are under no personal liability to contribute to the assets and liabilities of the Company in their capacities purely as holders of such Shares).

The opinions expressed above are limited to the laws of the Commonwealth of Australia and we do not express any opinion as to the effect of any other laws. This opinion letter is limited to the matters stated herein; no opinion may be inferred beyond the matters expressly stated.

This opinion letter will be deemed to have been delivered as of the date of effectiveness of the Registration Statement and will speak as of such date.

Francis Abourizk Lightowlers Page 2

We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours faithfully

/s/ Jenni Lightowlers

Jenni Lightowlers

Partner

FRANCIS ABOURIZK LIGHTOWLERS

Francis Abourizk Lightowlers Page 3

EX-5.2

Exhibit 5.2

May 25, 2017

Immuron Limited

Suite 1, 1233 High Street

Armadale, Victoria, Australia 3143

Re: Registration Statement on Form F-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form F-1 (Registration No. 333-215204) (as amended to date, the “Registration Statement”) filed by Immuron Limited, an Australian company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and proposed offering of (i) American Depository Shares between the range of: (a) an aggregate of 875,000 American Depositary Shares (the “Low End ADSs”), each representing forty (40) ordinary shares, no par value per share of the Company, based on an estimated assumed price of $10.00, which is the low end of the estimated price range shown on the front cover page of the prospectus of which the Registration Statement forms a part of (the “Low End Price”) and warrants to purchase up to an aggregate of 437,500 ADSs (the “Low End Warrants”), and (b) an aggregate of 700,000 ADSs (together with the Low End ADSs, the “Initial ADS”), each representing forty (40) ordinary shares, no par value per share of the Company, based on an estimated assumed price of $12.50, which is the high end of the estimated price range of the initial public offering price shown on the front cover page of the prospectus of which the Registration Statement forms a part of (the “High End Price”) and warrants to purchase up to an aggregate of 350,000 ADSs (together with the Low End Warrants, the “Initial Warrants”) and (ii) at the option of the Underwriters, the issue and sale to the Underwriters of an additional amount of ADSs between the range of 131,250 ADSs based on the Low End Price and 105,000 ADSs based on the High End Price (the “Additional ADSs” and together with the Initial ADSs, the “ADSs”) and warrants to purchase between the range of an additional 65,625 ADSs based on the Low End Price and 52,500 ADSs based on the High End Price (the “Additional Warrants” and together with the Initial Warrants, the “Warrants”) to cover over-allotments, if any (collectively, the “Securities”).

We understand that the Securities are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement to be entered into by and among the Company and the several underwriters substantially in the form filed as an exhibit to the Registration Statement (the “Underwriting Agreement”).

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined signed copies of the Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the Constitution of the Company, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the agreement governing the Warrants (the “Warrant Agreement”) contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Australia. To the extent that the obligations of the Company under the Warrant Agreement may be dependent upon such matters, we have assumed for purposes of this opinion that (i) The Bank of New York Mellon (the “Warrant Agent”) is and will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is and will be duly qualified to engage in the activities contemplated by, and has the requisite organizational and legal power and authority to perform its obligations under, the Warrant Agreement; (ii) the Warrant Agent will be in compliance with all applicable laws and regulations, with respect to acting as an agent under the Warrant Agreement; and (iii) the Warrant Agreement will be the valid and binding agreement of the Warrant Agent, enforceable against the Warrant Agent in accordance with its terms. 

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Securities Act, the Warrant Agreement, and the Warrants, if and when issued and paid for in accordance with the terms of the Underwriting Agreement and the Warrant Agreement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' and debtors' rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Registration Statement and in any Registration Statement pursuant to Rule 462(b) under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Sichenzia Ross Ference Kesner LLP

Sichenzia Ross Ference Kenser LLP