Novogen Ltd - Report of Foreign Issuer (6-K)
July 30 2008 - 8:27AM
Edgar (US Regulatory)
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 July, 2008
Commission
File Number
________________
Novogen
Limited
(Translation
of registrant’s name into English)
140 Wicks
Road, North Ryde, NSW, 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
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)(l):
o
Note:
Regulation S-T Rule 101 (b)( I) 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 lO1(b)(7):
o
Note:
Regulation S-T Rule l01(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 whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule l2g3-2(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):
SIGNATURES
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)
/s/ Ron
Erratt
Ronald
Lea Erratt
Company
Secretary
Date
30 July, 2008
ASX
& MEDIA RELEASE
30
JULY 2008
NOVOGEN
RAISES A$5.5m FOR INVESTMENT IN MARSHALL EDWARDS
Sydney
Australia : Novogen Limited (ASX: NRT; NASDAQ: NVGN) has raised A$5.5million in
an equity issue to substantial shareholder El Coronado Holdings
LLC at A$1.22 per share. This issue is at a premium
to the current Novogen share price. Following this placement El Coronado
will hold 19.9% of Novogen's issued shares.
The
proceeds will be used by Novogen to participate in a US$10million equity raising
being concluded by US subsidiary company Marshall Edwards Inc
(NASDAQ:MSHL).
The
Marshall Edwards Inc announcement to the US market was as follows:
MARSHALL
EDWARDS, INC. RAISES $10,000,000 IN PUBLIC OFFERING
(Washington
DC; and Sydney Australia – 30 July, 2008) Marshall Edwards, Inc. (Nasdaq: MSHL)
announced today that it entered into a Securities Subscription Agreement with
Novogen Limited and OppenheimerFunds, Inc. pursuant to which Marshall Edwards
has sold 2,908,295 and 1,700,000 shares of common stock, par value $0.00000002
per share, to Novogen and Oppenheimer, respectively, at a purchase price of
$2.17 per share, the consolidated closing bid price of the Marshall Edwards’
common stock as quoted by the Nasdaq Market Intelligence Desk at 4:00 PM EST on
28 July, 2008. The aggregate proceeds to Marshall Edwards
from the sale of shares of common stock will be $10,000,000 before
expenses.
The
shares are registered under the Securities Act of 1933, as amended, pursuant to
an effective shelf registration statement. On 30 July, 2008, the
Company filed a Prospectus Supplement to the Registration Statement with the SEC
covering the sale of the shares to Novogen and Oppenheimer pursuant to the
Securities Subscription Agreement.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. The securities may be offered only by means of a
prospectus. Copies of the Prospectus Supplement and the accompanying
base Prospectus relating to the offering may be obtained at the SEC’s website at
http://www.sec.gov.
About
Marshall Edwards, Inc.
Marshall
Edwards, Inc. is a specialist oncology company focused on the clinical
development of novel anti-cancer therapeutics. These derive from a
flavonoid technology platform, which has generated a number of novel compounds
characterised by broad ranging activity against a range of cancer cell types
with few side effects. The combination of anti-tumour cell activity
and low toxicity is believed to be a result of the ability of these compounds to
target an enzyme present in the cell membrane of cancer cells, thereby
inhibiting the production of pro-survival proteins within the
cell. Marshall Edwards, Inc. has licensed rights from Novogen Limited
(ASX:NRT) (NasdaqGM:NVGN) to bring three oncology drugs -- phenoxodiol,
triphendiol and NV-143 -- to market globally. The Company's lead
investigational drug, phenoxodiol, is in a Phase III multinational multi-centred
clinical trial for patients with recurrent ovarian cancer. More information on
the trial can be found at http://www.OVATUREtrial.com.
Marshall
Edwards, Inc. is majority owned by Novogen Limited (ASX:NRT) (NasdaqGM:NVGN), an
Australian biotechnology company that is specialising in the development of
therapeutics based on a flavonoid technology platform. Novogen is
developing a range of therapeutics across the fields of oncology, cardiovascular
disease and inflammatory diseases. More information on phenoxodiol
and on the Novogen group of companies can be found at www.marshalledwardsinc.com
and www.novogen.com.
Under US.
law, a new drug cannot be marketed until it has been investigated in clinical
trials and approved by the FDA as being safe and effective for the intended use.
Statements included in this press release that are not historical in nature are
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. You should be aware
that our actual results could differ materially from those contained in the
forward-looking statements, which are based on management's current expectations
and are subject to a number of risks and uncertainties, including, but not
limited to, our failure to successfully commercialize our product candidates;
costs and delays in the development and/or FDA approval, or the failure to
obtain such approval, of our product candidates; uncertainties in clinical trial
results; our inability to maintain or enter into, and the risks resulting from
our dependence upon, collaboration or contractual arrangements necessary for the
development, manufacture, commercialization, marketing, sales and distribution
of any products; competitive factors; our inability to protect our patents or
proprietary rights and obtain necessary rights to third party patents and
intellectual property to operate our business; our inability to operate our
business without infringing the patents and proprietary rights of others;
general economic conditions; the failure of any products to gain market
acceptance; our inability to obtain any additional required financing;
technological changes; government regulation; changes in industry practice; and
one-time events. We do not intend to update any of these factors or to publicly
announce the results of any revisions to these forward-looking
statements.
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