Immuron Ltd

charter and translation of Registrant's name into English) Australia (Jurisdiction of incorporation or organization) Level 3, 62 Lygon Street , Carlton South , Victoria , 3053 , Australia (Address of principal executive offices) Mr. Steven Lydeamore , Chief Executive Officer Level 3, 62 Lygon Street , Carlton South , Victoria , 3053 , Australia Telephone: +61 (0) 3 8892 4854 (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act:

American Depositary Shares, each representing 40 Ordinary Shares IMRN The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Large accelerated filer ☐ Accelerated filer ☐

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

INTRODUCTION We are a commercial and clinical-stage biopharmaceutical company with a proprietary technology platform focused on the development and commercialization of a novel class of specifically targeted polyclonal antibodies that we believe can address significant unmet medical needs. This is a large addressable market which continues to grow as we seek to increase sales of our existing commercial products and to expand our product portfolio and distribution capability. We currently market our flagship commercial product Travelan® and ProIBS ® in Australia, where both products are listed medicine on the Australian Register for Therapeutic Goods. Travelan® (AUST L 106709) is an over-the-counter product indicated to reduce the risk of travelers' diarrhea, reduce the risk of minor gastro-intestinal disorders and is antimicrobial and is sold in pharmacies throughout Australia. ProIBS ® (AUST L 482225) is an over-the-counter orally administered product containing the proprietary ingredient AVH200 ® which has a unique dual mode of action, forming a gentle hydrogel film inside the gut, creating a protective, non-invasive barrier that supports the intestinal lining, balances microflora, and helps soothe irritable bowel syndrome (IBS) symptoms. ProIBS ® is indicated for the relief of symptoms of medically diagnosed Irritable Bowel Syndrome. We also market Travelan ® (NPN 80046016) in Canada where it is licensed as a natural health product indicated to reduce the risk of travelers' diarrhea, and presently market Travelan® in the U.S. as a dietary supplement for digestive tract protection. Protectyn ® (AUST L 231001) was sold online and in health practitioner clinics and marketed as an immune supplement to help maintain a healthy digestive function and liver. The company cancelled and removed the product from the Australian Register for Therapeutic Goods in June 2026. Our polyclonal antibodies offer delivery within the gastrointestinal ("GI") tract and do not cross into the bloodstream, potentially leading to improved safety and tolerability, without sacrificing efficacy. Our technology platform can be used to target viruses or bacteria and neutralize the toxins they produce at mucosal surfaces. We believe that our lead drug candidates currently entering the clinical development phase have the potential to transform the existing treatment paradigms for Enterotoxigenic Escherichia coli (ETEC) infections, travelers' diarrhea and for Clostridioides difficile (C.difficle) infections. Our American Depositary Shares (each, an "ADS"and, collectively the"ADSs") are listed on The NASDAQ Capital Market under the symbol "IMRN". Each ADS represents 40 of our ordinary shares, no par value. Our ordinary shares are also listed on the Australian Securities Exchange ("ASX") under the symbol "IMC." Our consolidated financial statements appearing in this annual report are prepared in Australian dollars and in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our consolidated financial statements appearing in this annual report comply with the IFRS. In this annual report, all references to "U.S. dollars"or"US$"are to the currency of the United States, and all references to"Australian dollars", "A$"or"$" are to the currency of Australia. Unless otherwise indicated or the context implies otherwise, items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollar ("A$"or"$"), which is Immuron Limited's functional and presentation currency. Unless otherwise indicated or the context implies otherwise, all references to the "Company," "Immuron," "we," "us,"or"our"refers to Immuron Limited, an Australian corporation and its subsidiaries. The"group" refers to Immuron and its subsidiaries collectively. Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any registration statement or annual report that we previously filed, you may read the document itself for a complete description of its terms.

Except for the historical information contained in this annual report, the statements contained in this annual report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended, with respect to our business, financial condition and results of operations. Such forward-looking statements reflect our current view with respect to future events and financial results. We urge you to consider that statements which use the terms "anticipate," "believe," "expect," "plan," "intend," "estimate," or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof. We have attempted to identify significant uncertainties and other factors affecting forward-looking statements in the Risk Factors section that appears in Item 3.D. "Key Information-Risk Factors." Australian Disclosure Requirements Our ordinary shares are primarily quoted on the ASX in addition to our listing of our ADSs on the NASDAQ Capital Market. As part of our ASX listing, we are required to comply with various disclosure requirements as set out under the Australian Corporations Act 2001 and the ASX Listing Rules. Information furnished under the sub-heading "Australian Disclosure Requirements" is intended to comply with ASX listing and Corporations Act 2001 disclosure requirements and is not intended to fulfill information required by this annual report on Form 20-F.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

C. Reasons for the Offer and Use of Proceeds 1

A. History and Development of the Company 24

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 39

C. Research and Development, Patents and Licenses 46

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 48

F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 63

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 64

A. Financial Statements and Other Financial Information 65

B. Memorandum and Articles of Association 66

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 77

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 77

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 79

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 79

A. Disclosure Controls and Procedures 79

B. Management's Report on Internal Control over Financial Reporting 79

C. Attestation Report of the Registered Public Accounting Firm 80

D. Changes in Internal Control over Financial Reporting 80

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 81

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 81

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 82

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 82

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 82

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 83