- Report of Foreign Issuer (6-K)
November 03 2008 - 6:04AM
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 October, 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
31 October, 2008
Chairman’s
address
to the
Annual General Meeting of Novogen Limited
31
October, 2008
It is
with pleasure that I present to you our valued shareholders my address for the
2008 Annual General Meeting.
I will
comment on the current crisis in financial markets and what effect it may have
on Novogen. I will summarise the important achievements for the
2007/2008 financial year and highlight our plans for the future.
The
current world financial crisis presents a challenge to all companies especially
those dependent on public shareholder equity and perhaps even more so to those
companies in an early stage of development.
Novogen
has been affected for some considerable time by one of the practices implicated
in the distortion of the market namely short selling and particularly the so
called naked short selling. This is the selling of shares without
borrowed access to the equivalent amount of scrip. It should be noted
that, because Novogen has a dual exchange listing and that this practice is
still permitted in non-financial stocks in the US, the Company is still
subjected to this practice and it is happening daily. Short selling
is even more acute in our US subsidiary Marshall Edwards, Inc., where the
volumes of naked shorts are averaging in excess of 800,000 shares at any one
time. The practice has a very depressing effect on the Group’s share
prices. Although this practice was formally prohibited by the SEC in
September 2008, it continues seemingly unabated.
Novogen,
like many Biotechnology companies, has also been overlooked for some time by
some investment managers who have preferred to take positions in derivatives and
financial instruments. where less capital outlay is required
and presumably because they believed they were spreading risk and optimising
returns. In fact the risk was simply hidden through a succession of
derivative instruments, and we now see that returns have turned
negative. Hedge funds used to deliver the sorts of returns normally
associated with the more traditional biotechnology type of investment but in the
short term. Their approach has now been exposed to be unsustainable
in the current market.
This
whole culture of hiding risk to achieve higher and shorter term returns has been
driven in part by what was ironically called “best practice”. And
this ‘best practice’ included putting remuneration at risk with inbuilt short,
medium and long term incentives. It should come as no surprise that
the general market move towards high ratios of remuneration “at risk” through
excessive bonuses and lower fixed salaries has fed this culture of creatively
exploiting gaps in the regulatory frame work. Novogen has never paid
bonuses to senior executives and will continue its policy of competitive fixed
salaries and a modest share option scheme available to all permanent
employees.
As we
move through this present period of turmoil in the investment markets, in the
medium to long term a readjustment should work in the Group’s favour as
investors reassess the underlying value of tangible intellectual property and
its potential for above average long term commercial returns.
In the
short term it will continue to be difficult to find new equity investors or
early stage licence partners as investors continue to retain very high levels of
cash until confidence returns to the market; and as potential business partners
constrict their operations to conserve their own cash and current market
positions.
Against
this trend, I am pleased to report that in July, 2008 Novogen raised $5.5
million for investment in Marshall Edwards and that Marshall Edwards raised a
further $4.5 million directly making a total of $10.0 million to continue its
oncology clinical development.
In June,
2008 Marshall Edwards earned a place on the Russell 3000 index for the top
companies listed on Nasdaq.
Our US
subsidiary company Glycotex, Inc., also raised $500,000 through a share
placement in January, 2008.
Glycotex,
Inc., has recently announced a Collaboration Agreement with Advanced Medical
Solutions (“AMS”) for the joint development of GYC-101 in wound
dressings. AMS is a UK company involved in the manufacture and
development of wound care products. In addition Glycotex recently
announced the enrolment of the first patient in the Phase IIb trial to assess
the use of GYC-101 to aid healing following cosmetic surgery of the lower
eyelids. Glycotex has also completed the preparatory work to move to
an IPO when market condition improve.
In
August, 2008 Novogen had reportedly achieved the highest share price growth of
the local biotech companies for the previous 6 months. Much of that
share price gain has of course been lost in the recent past but we believe we
have faired better than most in our sector and are optimistic that we can return
to an upward trend in the near term.
As we
move into 2009 we will manage our cash reserves prudently with the primary focus
on our flagship Ovature program operating within Marshall
Edwards. This pivotal Phase III international multi-centred study is
working toward its important milestone of an interim analysis which is possible
because we have agreed this process and strategy with the US FDA under the
program’s Special Protocol Assessment. The independent Data
Monitoring Committee is due to meet before the end of this calendar year and we
trust that its review of the trial is as positive as it was when it met earlier
in the year.
Given the
importance of the Marshall Edwards’ work I have invited its chairman Professor
Bryan Williams to address you today in addition to presentations from the Chief
executive Christopher Naughton and our Research Director Professor Alan
Husband.
JPMorgan
continues to work as the exclusive financial advisor to Marshall Edwards and is
aggressively pursuing all licensing opportunities.
We
continue to monitor the equity markets particularly in the US and will consider
additional funding when the opportunity presents.
I trust I
have conveyed to you today the Board’s belief that Novogen will immerge from the
current market turmoil in a strong position and be well placed to move
forward.
The Board
is currently reassessing the combined expertise of its members to identify any
gaps for the next stage of our development. We will look for example
to add some relevant additional expertise in US biotechnology and capital
markets. This will be done in the context of our strategy
to:
·
|
minimise
our physical assets and labour costs whilst treasuring our skilled and
loyal staff who develop and protect and expand our IP
assets;
|
·
|
carry
out targeted research to increase the intrinsic value of our
compounds;
|
·
|
take
our compounds into the clinic to add real value and then seek attractive
licence deals for the subsequent final regulatory approvals and product
commercialisation.
|
We
undertake these oversight responsibilities within the ongoing function of the
Board that regularly reviews and confirms or readjusts the relevant strategies
for all the Group’s business units.
Thank you
for you continued interest and support of your company Novogen.
Philip
Johnston
Chairman
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