Immuron Ltd — Regulatory Filings 2018

Nov 28, 2018

Form 604

Corporations Act 2001 Section 671 B

Notice of change of interests of substantial holder

To Company Name/Scheme	Immuron Limited
ACN/ARSN	80063 114045
Details of substantial holder (1) 1.
Name		Empery Tax Efficient LP, Empery Tax Efficient II LP, Empery Asset Master LTD, Empery AM GP, LLC, Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe
ACN/ARSN (if applicable)	Not applicable
	This notice is given by Empery Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD on behalf of themselves and their controllers Empery AM GP, LLC, Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe
There was a change in the interests of the
substantial holder on		22 November 2018
The previous notice was given to the company on		30 July 2018
The previous notice was dated		27 July 2018

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Previous notice		Present notice
C lass of securities (4)	Person's votes	Voting power (5) I	Person's votes	Voting power (5) I
Fully paid ordinary share	11,717,666	18.21%	10,271,535	17.17%

• Voting power for this notice has been calculated on the basis of total issued voting shares of 143,215,706

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
23 July 2018	LP	Empery Tax Efficient on-market disposals	Not applicable Consideration from on market sale	325,231 fully paid ordinary shares	325,231 votes
23 July 2018	II LP	Empery Tax Efficient on-market disposals	Not applicable Consideration from on market sale	419,498 fully paid ordinary shares	419,498 votes
23 July 2018	Empery Asset Master LTD	on-market disposals	Not applicable Consideration from on market sale	701,402 fully paid ordinary shares	701,402 votes
23 July 2018	Empery Asset Management, LP	on-market disposals	Not applicable Consideration from on market sale	1,446,131 fully paid 1,446,131 ordinary shares	votes
23 July 2018	Empery AM GP, LLC	on-market disposals	Not applicable Consideration from on market sale	1,446,131 fully paid 1,446.131 votes ordinary shares

23 July 2018	Ryan M. Lane	on-market disposals	Not applicable Consideration from on market sale	1,446,131 fully paid ordinary shares	votes 1,446,131
23 July 2018	Martin D. Hoe	on-market disposals	Not applicable Consideration from on market sale	1,446,131 fully paid ordinary shares	1,446,131 votes

In addition the voting power of each substantial holder or associate has been affected through dilution by new issuances.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Empery Tax Efficient LP	Ltd	Citicorp Nominees Ply Empery Tax Efficient LP	Relevant interest in fully paid ordinary shares under s 608(1 )(a) of the Corporations Act.	2,310,024 fully paid ordinary shares	2,310,024 votes
Empery Tax Efficient II LP	Ltd	Citicorp Nominees Ply Empery Tax Efficient II LP	Relevant interest in fully paid ordinary shares under s 608(1 )(a) of the Corporations Act.	2,979,568 fully paid ordinary shares	2,979,568 votes
Empery Asset Master LTD	Ltd	Citicorp Nominees Pty Empery Asset Master LTD	Relevant interest in fully paid ordinary shares under ordinary shares s 608(1)(a) of the Corporations Act.	4,981,943 fully paid 4,981,943	votes
Empery Asset Management, LP	Ltd	Empery Tax Efficient LP, Empery Tax Efficient II LP Citicorp Nominees Pty and Empery Asset Master LTD	Taken under section of the 608(3)(b) Corporations Act to have a relevant interest by reason of having control of Empery Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD.	10,271,535 ordinary shares	fully paid 10,271,535 votes
LLC	Ltd	Empery Tax Efficient LP, Empery Tax Efficient II LP Empery AM GP, Citicorp Nominees Pty and Empery Asset Master LTD	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Empery Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD.	10,271,535 ordinary shares	fully paid 10,271,535 votes
Ryan M. Lane	Citicorp Nominees Pty Ltd	Empery Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Empery fi\sset Management, LP and Empery AM GP, LLC	10,271,535 ordinary shares	fully paid 10,271,535 votes
Martin D. Hoe	Citicorp Nominees Ply Ltd	Empery Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD	Taken under section 608(3)(b) of the Act to have a Corporations relevant interest by reason of having control of Empery Asset Management, LP and Empery AM GP, LLC	fully paid 10,271,535 10,271,535 ordinary shares	votes

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (g) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Empery Tax Efficient LP	c/- Empery Asset Management, LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America
Empery Tax Efficient II LP	c/- Empery Asset Management, LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America
Empery Asset Master LTD	c/- Empery Asset Management, LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America
Empery Asset Management, LP	c/- Empery Asset Management, LP 1 Rockefeller Plaza. Suite 1205 New York, New York 10020 United States of America
Empery AM GP, LLC	c/- Empery Asset Management, LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America
Ryan M. Lane	c/- Empery Asset Management. LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America
Martin D. Hoe	c/- Empery Asset Management, LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671 B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of:
• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671 B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement' in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisltions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.