FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

dated December 19, 2014

 

Commission File Number 0-51504

 

GENETIC TECHNOLOGIES LIMITED

(Exact Name as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name)

 

60-66 Hanover Street

Fitzroy

Victoria 3065 Australia

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F    x                                                             Form 40-F    o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes     o                                                                                                 No     x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not applicable.

 

 

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: December 19, 2014

 

 

 

 

GENETIC TECHNOLOGIES LIMITED

 

 

 

 

 

By:

/s/ Bronwyn Christie

 

 

Name: Bronwyn Christie

 

 

Title: Company Secretary

 

2



 

EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

 

 

 

99.1

 

ASX Announcement, December 19, 2014

 

 

 

99.2

 

Appendix 3B, December 19, 2014

 

3




Exhibit 99.1

 

ASX ANNOUNCEMENT

19 December 2014

 

Share Purchase Plan

 

Melbourne, Australia, 19 December 2014:  Molecular diagnostics company Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE, “Company”) advises its shareholders that its Share Purchase Plan (“SPP”) will close at 5:00pm (AEDT) on Monday, 22 December 2014.

 

Shareholders are able to purchase up to $7,500 of additional shares in the Company, through the SPP, at 1.35 cents ($0.0135) per new share.

 

Funds raised by the SPP will be applied towards funding the continuing commercialisation and to facilitate the acceptance and growth of the Company’s flagship lead breast cancer risk test, BREVAGenplus® and for general working capital.

 

FOR FURTHER INFORMATION PLEASE CONTACT

 

Ms. Alison Mew

Mr. Eutillio Buccilli

Candice Knoll (USA)

Chief Executive Officer

Chief Operating Officer &

Blueprint Life Science Group

 

Chief Financial Officer

+1 (415) 375 3340, Ext. 105

Genetic Technologies Limited

Genetic Technologies Limited

 

+61 3 8412 7009

+ 61 3 8412 7050

 

 

About Genetic Technologies Limited

 

Genetic Technologies was an early pioneer in recognizing important new applications for “non-coding” DNA (Deoxyribonucleic Acid).  The Company has since been granted patents in 24 countries around the world, securing intellectual property rights for particular uses of non-coding DNA in genetic analysis and gene mapping across all genes in all species.  Its business strategy is the global commercialization of its patents through an active out-licensing program and the global expansion of its oncology and cancer management diagnostics portfolio.  Genetic Technologies is an ASX and NASDAQ listed company with operations in the USA and Australia. For more information, please visit www.gtglabs.com.

 

Safe Harbor Statement

 

Any statements in this press release that relate to the Company’s expectations are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act.  The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees.  Since this information may involve risks and uncertainties and are subject to change at any time, the Company’s actual results may differ materially from expected results.  Additional risks associated with Genetic Technologies’ business can be found in its periodic filings with the SEC.

 




Exhibit 99.2

 

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

 

Appendix 3B

 

New issue announcement,

application for quotation of additional securities

and agreement

 

Information or documents not available now must be given to ASX as soon as available.  Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 01/07/96  Origin: Appendix 5  Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

 

Name of entity

 

GENETIC TECHNOLOGIES LIMITED

 

ABN

 

17 009 212 238

 

We (the entity) give ASX the following information.

 

Part 1 - All issues

 

You must complete the relevant sections (attach sheets if there is not enough space).

 

 

 

 

 

 

 

 

1

 

+Class of +securities issued or to be issued

 

Ordinary shares

 

 

 

 

 

2

 

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

7,848,862 in respect of conversion of 100,000 convertible notes

210,737 in respect of interest accrued under the convertible note

 

 

 

 

 

3

 

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

 

Fully paid ordinary shares

 



 

4

 

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

 

If the additional securities do not rank equally, please state:

·                  the date from which they do

·                  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·                  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

Yes

 

 

 

 

 

5

 

Issue price or consideration

 

The face value of Convertible Notes converted at $1.00 per note ($100,000), plus interest accrued ($2,685).There will be no additional funds received by the Company for the Notes becoming Convertible Notes.

 

 

 

 

 

6

 

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

To provide the Company with general working capital and to fund the continuing commercialisation and to facilitate the acceptance and growth of the Company’s flagship lead breast cancer risk test BREVAGenplusTM.

 

 

 

 

 

6a

 

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

 

If Yes, complete sections 6b — 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

 

No

 

 

 

 

 

6b

 

The date the security holder resolution under rule 7.1A was passed

 

Not applicable

 

 

 

 

 

6c

 

Number of +securities issued without security holder approval under rule 7.1

 

Not applicable

 

 

 

 

 

6d

 

Number of +securities issued with security holder approval under rule 7.1A

 

Not applicable

 


+ See chapter 19 for defined terms.

 

2



 

[Type text]

 

6e

 

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

 

Not applicable

 

 

 

 

 

6f

 

Number of securities issued under an exception in rule 7.2

 

Not applicable

 

 

 

 

 

6g

 

If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?  Include the issue date and both values.  Include the source of the VWAP calculation.

 

Not applicable

 

 

 

 

 

6h

 

If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

 

Not applicable

 

 

 

 

 

6i

 

Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A — complete Annexure 1 and release to ASX Market Announcements

 

110,956,555

 

 

 

 

 

7

 

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

19 December 2014

 

 

 

 

 

 

 

 

 

Number

 

+Class

8

 

Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

 

820,849,917

 

Ordinary shares

 


+ See chapter 19 for defined terms.

 

3



 

 

 

 

 

Number

 

+Class

9

 

Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

 

1,875,000

 

Options at $0.19, exp. 31/3/2016 (GTGAW)

 

 

 

 

1,000,000

 

Options at $0.20, exp. 31/7/2016 (GTGAM)

 

 

 

 

750,000

 

Options at $0.12, exp. 20/2/2017 (GTGAK)

 

 

 

 

2,650,000

 

Options at $0.14, exp. 29/8/2017 (GTGAO)

 

 

 

 

250,000

 

Options at $0.10, exp. 1/12/17 (GTGAQ)

 

 

 

 

500,000

 

Options at $0.10, exp. 25/1/18 (GTGAS)

 

 

 

 

750,000

 

Options at $0.105, exp. 11/7/18 (GTGAY)

 

 

 

 

6,875,000

 

Options at $0.04, exp. 31/5/19 (GTGAA)

 

 

 

 

1,600,000

 

Convertible Notes issued on 3 December 2014 (GTGAB)

 

 

 

 

143,333,333

 

Options at $0.015, exp. 2/12/2018 (GTGAC)

 


+ See chapter 19 for defined terms.

 

4



 

[Type text]

 

Part 2 - Bonus issue or pro rata issue

 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

 

 

 

 

 

 

11

Is security holder approval required?

 

 

 

 

 

 

12

Is the issue renounceable or non-renounceable?

 

 

 

 

 

 

13

Ratio in which the +securities will be offered

 

 

 

 

 

 

14

+Class of +securities to which the offer relates

 

 

 

 

 

 

15

+Record date to determine entitlements

 

 

 

 

 

 

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

 

 

 

 

 

 

17

Policy for deciding entitlements in relation to fractions

 

 

 

 

 

 

18

Names of countries in which the entity has +security holders who will not be sent new issue documents

 

Note: Security holders must be told how their entitlements are to be dealt with.

 

Cross reference: rule 7.7.

 

 

 

 

 

 

19

Closing date for receipt of acceptances or renunciations

 

 

 

 

 

 

20

Names of any underwriters

 

 

 

 

 

 

21

Amount of any underwriting fee or commission

 

 

 

 

 

 

22

Names of any brokers to the issue

 

 

 

 

 

 

23

Fee or commission payable to the broker to the issue

 

 

 

 

 

 

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

 

 

 

 

 

 

25

If the issue is contingent on +security holders’ approval, the date of the meeting

 

 

 


+ See chapter 19 for defined terms.

 

5



 

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

 

 

 

 

 

 

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

 

 

 

 

 

 

28

Date rights trading will begin (if applicable)

 

 

 

 

 

 

29

Date rights trading will end (if applicable)

 

 

 

 

 

 

30

How do +security holders sell their entitlements in full through a broker?

 

 

 

 

 

 

31

How do +security holders sell part of their entitlements through a broker and accept for the balance?

 

 

 

 

 

 

32

How do +security holders dispose of their entitlements (except by sale through a broker)?

 

 

 

 

 

 

33

+Despatch date

 

 

 

Part 3 - Quotation of securities

 

You need only complete this section if you are applying for quotation of securities

 

34

Type of securities

(tick one)

 

 

 

 

 

 

(a)

x

Securities described in Part 1

 

 

 

 

 

 

(b)

o

All other securities

 

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

 


+ See chapter 19 for defined terms.

 

6



 

[Type text]

 

Entities that have ticked box 34(a)

 

Additional securities forming a new class of securities

 

Tick to indicate you are providing the information or documents

 

 

 

35

o

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

 

 

 

 

 

36

o

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

 

 

 

37

o

A copy of any trust deed for the additional +securities

 

Entities that have ticked box 34(b)

 

38

Number of securities for which +quotation is sought

 

 

 

 

 

 

39

Class of +securities for which quotation is sought

 

 

 

 

 

 

40

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

 

If the additional securities do not rank equally, please state:

·             the date from which they do

·             the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·             the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

 

 

 

 

 

41

Reason for request for quotation now

 

Example: In the case of restricted securities, end of restriction period

 

(if issued upon conversion of another security, clearly identify that other security)

 

 

 

 

 

 

 

 

 

Number

 

+Class

42

Number and +class of all +securities quoted on ASX

 

 

 

 

 

(including the securities in clause 38)

 

 

 

 

 

 

 

 

 

 

 


+ See chapter 19 for defined terms.

 

7



 

Quotation agreement

 

1                                        +Quotation of our additional +securities is in ASX’s absolute discretion.  ASX may quote the +securities on any conditions it decides.

 

2                                        We warrant the following to ASX.

 

·                                          The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 

·                                          There is no reason why those +securities should not be granted +quotation.

 

·                                          An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

 

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 

·                                          Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 

·                                          If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

 

3                                        We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

 

4                                        We give ASX the information and documents required by this form.  If any information or document not available now, will give it to ASX before +quotation of the +securities begins.  We acknowledge that ASX is relying on the information and documents.  We warrant that they are (will be) true and complete.

 

 

 

 

 

Sign here:

 

 

Date: 19 December 2014

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

Print name:

Alison Mew

 

 

 


 


+ See chapter 19 for defined terms.

 

8



 

[Type text]

 

Appendix 3B — Annexure 1

 

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

 

Introduced 01/08/12

 

Part 1

 

Rule 7.1 — Issues exceeding 15% of capital

 

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

 

 

 

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

 

572,694,101

 

 

 

 

 

Add the following:

·             Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

·             Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

·             Number of partly paid ordinary securities that became fully paid in that 12 month period

 

Note:

·             Include only ordinary securities here — other classes of equity securities cannot be added

·             Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

·             It may be useful to set out issues of securities on different dates as separate line items

 

 

 

 

313,509,896

 

 

 

 

 

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

 

75,937,500

 

 

 

 

 

“A”

 

810,266,497

 

 

 

 

 

Step 2: Calculate 15% of “A”

 

 

 

 

 

 

 

“B”

 

0.15

[Note: this value cannot be changed]

 

 

 

 

 

Multiply “A” by 0.15

 

121,539,975

 

 


+ See chapter 19 for defined terms.

 

9



 

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

 

 

 

 

 

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

 

 

 

 

 

 

 

·                  Under an exception in rule 7.2

 

 

 

 

 

 

 

·                  Under rule 7.1A

 

 

 

 

 

 

 

·                  With security holder approval under rule 7.1 or rule 7.4

 

 

 

 

 

 

 

Note:

 

 

 

·                  This applies to equity securities, unless specifically excluded — not just ordinary securities

 

 

 

·                  Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

 

 

 

·                  It may be useful to set out issues of securities on different dates as separate line items

 

 

 

 

 

 

 

“C”

 

10,583,420

 

 

 

 

 

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

 

 

 

 

 

“A” x 0.15

 

121,539,975

 

 

 

 

 

Note: number must be same as shown in Step 2

 

 

 

 

 

 

 

Subtract “C”

 

10,583,420

 

 

 

 

 

Note: number must be same as shown in Step 3

 

 

 

 

 

 

 

Total [“A” x 0.15] – “C”

 

110,956,555

 

 

 

 

 

 

 

[Note: this is the remaining placement capacity under rule 7.1]

 

 


+ See chapter 19 for defined terms.

 

10



 

[Type text]

 

Part 2

 

Rule 7.1A — Additional placement capacity for eligible entities

 

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

 

 

 

“A”

 

 

 

 

 

Note: number must be same as shown in Step 1 of Part 1

 

 

 

 

 

Step 2: Calculate 10% of “A”

 

 

 

 

 

“D”

 

0.10

 

Note: this value cannot be changed

 

 

 

Multiply “A” by 0.10

 

 

 

 

 

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

 

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

 

Notes:

·             This applies to equity securities — not just ordinary securities

·             Include here — if applicable — the securities the subject of the Appendix 3B to which this form is annexed

·             Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

·             It may be useful to set out issues of securities on different dates as separate line items

 

 

 

“E”

 

 


+ See chapter 19 for defined terms.

 

11



 

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

 

 

 

“A” x 0.10

 

Note: number must be same as shown in Step 2

 

 

 

 

 

Subtract “E”

 

 

 

 

 

Note: number must be same as shown in Step 3

 

 

 

 

 

Total [“A” x 0.10] – “E”

 

 

 

 

 

 

 

Note: this is the remaining placement capacity under rule 7.1A

 


+ See chapter 19 for defined terms.

 

12


 

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