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Immuron Ltd — Capital/Financing Update 2012
Apr 22, 2012
35121_rns_2012-04-22_0101a550-7826-49c8-b8de-91eeb346dba0.pdf
Capital/Financing Update
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ABN: 80 063 114 045 Level 1, 39 Leveson Street North Melbourne, Vic 3051 Tel: +61 3 8637 1107 Fax: +61 3 9328 1675 www.immuron.com
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23 April 2012
Immuron Announces Successful $2,000,000 Capital Raising
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$1,000,000 Placement;
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A fully underwritten shareholder Share Purchase Plan of $1,000,000;
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A Bonus Issue of options to all shareholders, and
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Advanced commercialisation discussions.
Immuron Limited (ASX: IMC) is pleased to announce that it has commitments for $1,000,000 through a placement to institutional and sophisticated investors at 2.0 cents per share described below (“Placement”). This will be combined with an underwritten SPP offer at the same price to raise $1,000,000. Patersons Securities Limited acted as Lead Manager to the Placement and Lead Manager and Underwriter to the SPP.
Proceeds of the capital raising will be applied towards the continued commercial roll-out of Travelan[®] , the ongoing development of selected pipeline programs, including the influenza product, and to provide working capital to meet operating expenses.
”We are delighted to welcome new sophisticated and professional investors to our Company’s share register, “said Immuron’s CEO Joe Baini. “This is a validation of the positive feedback we have received from incoming investors - not just on the continued commercial roll-out of Travelan[®] , but especially on the new clinical direction and focus of our programs. In particular, there is great enthusiasm for the potential of IMM-124E for NASH, given our positive Phase I/Ila results and the massive unmet medical need.”
The $1,000,000 placement to professional and sophisticated investors will be made in two tranches.
Tranche 1 consists of the issue of 30,725,000 shares to raise $614,500 utilising the 15% placement capacity under the ASX Listing Rule 7.1.
Tranche 2 will consist of the issue of 19,275,000 shares to raise $385,500. The issue of shares under tranche 2 will be subject to, and conditional upon, obtaining shareholder approval at a meeting to be held on 31 May 2012 (“EGM”).
Investors in tranche 1 and tranche 2 shares will, subject to shareholder approval, receive one option exercisable at 4.0 cents on or before 30 April 2015 for each share subscribed for under the placement.
Share Purchase Plan
Eligible shareholders will also be able to subscribe for up to $15,000 of new fully paid ordinary shares per shareholder at the placement price of 2.0 cents per share to raise up to $1, 000,000 pursuant to the terms of a Share Purchase Plan (“SPP”) offer to be distributed shortly. The SPP is being fully underwritten by Patersons Securities Limited to
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the extent of $1,000,000 and the Directors reserve the right to accept oversubscriptions. Both the SPP and the underwriting thereof are subject to shareholder approval. The SPP will be open to shareholders that have a registered address in either Australia or New Zealand. The SPP offer to eligible shareholders will be non-renounceable and any entitlements to the offer will not be tradable on the ASX or otherwise transferable.
The record date for the SPP is 20 April 2012. Further details of the SPP will be set out in the offer document that will be mailed to shareholders along with the documentation for the EGM to be held on 31 May 2012.
Further details of the SPP, including the proposed timetable for the SPP will be announced by the Company shortly.
Bonus Issue to all Shareholders
Immuron is pleased to announce that it intends to implement a bonus option allotment for all shareholders on the Company’s share register as at 7pm Melbourne time on 23 July 2012. The bonus issue of options is intended to be on the basis of one (1) option for every (4) shares held in Immuron on that record date. The options will have an exercise price of 4 cents ($0.04) and will expire on 30 April 2015 and will otherwise have the same terms as the options issued to the tranche 1 and tranche Placement subscribers.
Immuron intends to apply to have all of those options quoted on the ASX.
Use of funds from the capital raising .
The money received from the capital raising will be used for product commercialisation, particularly the expansion of territories for Travelan ongoing development of selected pipeline products, including the influenza product, and to provide working capital to meet operating expenses; it will not be used to fund the Phase11b clinical trial using IMM-124E to treat fatty liver and NASH (Non Alcoholic Steatohepatitis).
Travelan – Expansion of Territories
The global expansion to commercialise Immuron's on-market product, Travelan, continues to be a primary focus and will provide near and medium term revenues for the company. Following the license with Paladin Labs Inc. for Canada, Latin America and Africa (see company announcement on 29 November, 2011) and with the success of Nycomed Takeda's marketing and sales of Travelan in Australia, the company has engaged with potential licensees across many other countries with the intention of completing further licenses for the sale of Travelan. The territories include Europe, Eastern Europe and Asia. A number of potential licensees are conducting their due diligence on Travelan.
To provide licensees with a market ready product for the European Union, Eastern Europe and Asia, Immuron is pursuing the registration of Travelan in several of these key territories.
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NASH – preparation for clinical trial
The commercialisation of IMM-124E for the treatment of fatty liver and NASH and the preparation for a major clinical trial continues to be a priority. The company has previously announced its intention to conduct a Phase IIb clinical trial for which an IND was cleared by the FDA in January 2012 (see company announcement on 10 January, 2012).
In view of the unmet medical need and the very large potential market to be addressed by this product, the company has held discussions and continues to nurture relationships with a number of large pharmaceutical and biotechnology companies with a view to licensing IMM-124E in this calendar year. This includes the iterative processes of evaluation and information exchange that are crucial to enabling potential licensees to assess IMM-124E for the NASH and fatty liver indications. In parallel, the company is preparing for commencement of the Phase IIb clinical trial by ensuring that the appropriate formulation and amounts of product will be available.
Influenza – towards first human trials
As announced previously, Immuron continues to evaluate its unique dual acting influenza product, IMM-255, with the intention of conducting first human trials as soon as possible. Successful results will attract world-wide interest.
Indicative timetable
| Tranche 1 placement allotment | 26 April |
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| SPP opens | In accordance with |
| SPP Offer documents | |
| SPP closes | 23 May |
| Tranche 2 placement and SPP shortfall settlement | 30 May |
| Shareholder Meeting (EGM) to approve tranche 2 | |
| placement, options for tranche 1 and tranche 2 | |
| subscribers and SPP shares and underwritten shares | 31 May |
| Allotment of Tranche 2 placement and SPP shares | 4 June |
| Record date for bonus issue of options | 23 July 2012 |
The above dates are indicative only and may change.
About Immuron Limited
Immuron is a biopharmaceutical company focused on oral immunotherapy treatments using dairy-derived antibody products for humans. Immuron is uniquely positioned with a versatile technology platform capable of generating a wide range of products with a high safety profile. This high safety profile makes it possible to complete pre-clinical studies relatively quickly and increases the prospect that the clinical development of Immuron’s products will be expedited. Immuron’s current products and product candidates target
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infectious diseases of the gastrointestinal tract, chronic diseases such as fatty liver (NASH), and the prevention of influenza. Immuron has one product in the market, Travelan, for preventing travellers’ diarrhoea. Immuron’s main scientific alliances are with Hadassah Medical Center (Israel), the University of Melbourne and Monash University (Australia).
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