Immuron Ltd — Regulatory Filings 2019

Apr 11, 2019

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Immuron Limited
ACN/ARSN	80 063 114 045
1. Details of substantial holder (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		10 April 2019
The previous notice was given to the company on		29 November 2018
The previous notice was dated		28 November 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:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary share	10,271,535	17%	8,799,105	6.15%

* 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
10 April 2019	Empery Tax Efficient LP	on-market disposals	Not applicable Consideration from on- market sale	331,146 fully paid ordinary shares	331.146 votes
10 April 2019	Empery Tax Efficient III LP	on-market disposals	Not applicable Consideration from on- market sale	427,139 fully paid ordinary shares	427.139 votes
10 April 2019	Empery Asset Master LTD	on-market disposals	Not applicable Consideration from on- market sale	714,145 fully paid ordinary shares	714,145 votes
10 April 2019	Empery Asset Management, LP	on-market disposals	Not applicable Consideration from on- market sale	1,472,430 fully paid ordinary shares	1,472,430 votes
10 April 2019	Empery AM GP, LLC	on-market disposals	Not applicable Consideration from on- market sale	1,472,430 fully paid ordinary shares	1.472,430 votes

10 April 2019	Ryan M. Lane	on-market disposals	Not applicable Consideration from on- lmarket sale	1,472,430 fully paid 1,472,430 votes ordinary shares
10 April 2019	Martin D. Hoe	lon-market disposals	Not applicable Consideration from on- Imarket sale	1,472,430 fully paid ordinary shares	1,472,430 votes

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows
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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	Citicorp Nominees Pty Ltd	Empery Tax Efficient LP	Relevant interest in fully paid ordinary shares under s 608(1)(a) of the Corporations Act.	1,978,878 fully paid ordinary shares	1,978,878 votes
Empery Tax Efficient II LP	Citicorp Nominees Pty Ltd	Empery Tax Efficient II LP	Relevant interest in fully paid ordinary shares under s 608(1)(a) of the Corporations Act.	2,552,429 fully paid ordinary shares	2,552,429 votes
Empery Asset Master LTD	Citicorp Nominees Pty Ltd	Empery Asset Master LTD	Relevant interest in fully paid ordinary shares under s 608(1)(a) of the Corporations Act.	4,267,798 fully paid ordinary shares	4.267.798 votes
Empery Asset Management, LP	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 Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD.	8,799,105 fully paid ordinary shares	8,799,105 votes
LLC	Empery AM GP, 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 Tax Efficient LP, Empery Tax Efficient II LP and Empery Asset Master LTD.	8,799,105 fully paid 8,799,105 votes ordinary shares
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 Asset Management, LP and Empery AM GP, LLC	8,799,105 fully paid ordinary shares	8,799,105 votes
Martin D. Hoe	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 Asset Management, LP and Empery AM GP, LLC	8,799,105 fully paid ordinary shares	8,799,105 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 (9) 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	lc/- Empery Asset Management, LP 1 Rockefeller Plaza, Suite 1205 New York, New York 10020 United States of America
Empery Asset Master LTD	lc/- 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

Signature

Ryan M. Lane print name	capacity	Managing member of AM GP, LLC
sign here	Date	April 2019
DIRECTIONS
If there are a number of substantial holders with similar or related relevant interests (eq. a corporation and its related corporations, or the manager and

• $(1)$ 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 na 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 671B(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:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy
  of any document setting out the terms of any relevant agreement, and a statemen $(a)$

$(b)$ 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.

• 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 m $(7)$ contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant intere
• 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". $(8)$
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.