UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2016

Commission File Number                         

 

 

Novogen Limited

(Translation of registrant’s name into English)

 

 

Level 5, 20 George Street, Hornsby, NSW 2077, Australia

(Address of principal executive office)

 

 

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   þ              Form 40-F   ¨

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):   ¨

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):   ¨

Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark if the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes   ¨      No   þ

If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)

 

 

 


SIGNATURE

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

Novogen Limited (Registrant)

Kate Hill

Kate Hill

Interim Company Secretary

Date 14 September 2016


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ASX:NRT

 

NASDAQ:NVGN

 

Novogen Ltd

(Company)

 

ABN 37 063 259 754

 

 

Capital Structure

 

Ordinary Shares on issue:

 

429 M

 

 

Board of Directors

 

Mr John O’Connor

Chairman

Non-Executive Director

 

Mr Bryce Carmine

Deputy Chairman

Non-Executive Director

 

Dr James Garner

Chief Executive Officer

Managing Director

 

Mr Ian Phillips MNZM

Non-Executive Director

 

Mr Iain Ross

Non-Executive Director

 

Mr Steven Coffey

Non-Executive Director

  

MARKET RELEASE

14 September 2016

 

CONVERSION OF CONVERTIBLE NOTES

 

On 19 April 2013, the shareholders of NRT approved the issue of 60,000,000 convertible securities, with a face value of $1.5M, to the former securities holders of Triaxial Pharmaceuticals Pty Ltd. The conversions of the convertible notes are contingent upon three milestones, defined as follows:

 

•    on completion of Phase 1a clinical trial, which will occur upon the receipt by NRT of a signed study report: $400,000 converted into 16,000,000 ordinary shares in NRT;

 

•    on receipt of Investigational New Drug (IND) approval from the US Food and Drug Administration (FDA): $500,000 converted into 20,000,000 ordinary shares in NRT; and

 

•    on completion of Phase II clinical trial or achieving Breakthrough Designation. Completion will be deemed to occur upon the receipt by NRT of a signed study report or notification of the designation: $600,000 converted into 24,000,000 ordinary shares in NRT.

 

There is a possibility of an early conversion of the convertibles notes if a third party acquires more than 50% of the issued capital of NRT.

 

On 11 August, NRT announced the submission of an IND application with the FDA. On 10 September 2016 NRT received a letter from the FDA advising that the study may proceed. Accordingly, NRT advised the note holders of this conversion event and a resolution of the directors of NRT was passed on 14 September 2016 approving the issue of 20,000,000 ordinary shares to the note holders. The ordinary shares were issued on 14 September 2016.

 

[ENDS]

 

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Media and Investor Relations

  

Investor Relations (US)

Glen Zurcher

E: glen.zurcher@irdepartment.com.au

T: +61 420 249 299

  

Robert Kennedy

E: robert.kennedy@novogen.com

T: +1 212 519 9832 / +1 646 662 3574

About Novogen Limited

Novogen Limited (ASX: NRT; NASDAQ: NVGN) is an oncology-focused biotechnology company based in Sydney, Australia. Novogen has two proprietary drug discovery platforms (superbenzopyrans and anti-tropomyosins) with the potential to yield first-in-class agents across a range of oncology indications. The three lead molecules Cantrixil, Anisina, and Trilexium are in preclinical development, with the most advanced molecule, Cantrixil, slated to enter clinical trials in late 2016. For more information, please visit: www.novogen.com

 

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