KZIA Kazia Therapeutics Ltd

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 February, 2013.

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      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

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

5 February 2013

ASX RELEASE

Allocation of   Novogen Shares to   Triaxial   Pharmaceutical

Pty Ltd Shareholders

On   7   December   2012,   Novogen   Ltd   ( ‘ Novogen ’ )   announced   that   it   had   acquired

all shares in the Australian biotechnology company,   Triaxial Pharmaceuticals Pty

Ltd (ACN 139 717 543) ( ‘ Triaxial ’ ).

The    purpose    of    the    acquisition    was    to    provide    the    Company    with    a    new

technology  platform  that  Triaxial  believes  offers  the  opportunity  for  the  first

time   to   customize   the   design   of   anti-cancer   drugs   and   to   be   able   to   manufacture

those drugs in a cost-effective and practical way.

The acquisition was funded through a loan to the value of $1,885,000 in the form

of   a   Convertible   Note   from   Triaxial   Shareholders   to   Novogen   to   be   repaid   in   4

tranches as follows:

Tranche 1 on completion of the acquisition;

Tranche 2 on completion of a Phase I trial;

Tranche 3 on receipt of an IND from the FDA;

Tranche 4 on completion of a Phase II trial.

Triaxial  shareholders  are  entitled  to  convert  tranche  payments  into  ordinary

shares   in   Novogen   Limited,   which   it   now   proposes   to   do   with   the   first   tranche   in

1,800,000 shares in April 2013, upon shareholder approval.

The   company   intends   to   call   an   Extraordinary   General   Meeting   of   shareholders

within   the   next   3   months   to   ratify,   among   other   things,   the   terms   of   the   Triaxial

acquisition.   Further   details   on   this   meeting   will   be   forwarded   to   shareholders

shortly.

About Novogen

Novogen   Ltd   is   a   public   Australian   biotechnology   company   whose   shares   trade

on  both  the  Australian  Stock  Exchange  (symbol   ‘ NRT ’ )  and  NASDAQ  (symbol

‘ NVGN ’ ).      The  Company  is  based  in    Sydney,    Australia  and  is  focused  on  the

development   of   a   family   of   novel   anti-cancer   drugs   based   on   super-benzopyran

and ‘ stealth ’ drug technologies. The Company ’ s inaugural drug candidate is CS-6.

About CS-6

CS-6   belongs   to   a   new   class   of   drug   candidates   known   (structurally)   as   super-

benzopyrans   displaying   potent   anti-cancer   activity   and   demonstrating   increased

bio-availability    to    cancer    cells    ( ‘ stealth ’    technology).    CS-6    shows    broad    anti-

proliferative   and   cytotoxic   activity   against   human   cancer   cells,   with   particular

activity     against     human     glioblastoma     cells.     CS-6     also     has     been     designed

deliberately    to    meet    the    major    known    criteria    for    crossing    the    blood-brain

barrier,   and   for   that   reason   is   being   developed   as   a   first-line   for   the   treatment   of

glioblastoma multiforme, the main form of primary brain cancer.

Further information

Contact Dr Graham Kelly, Chief Executive Officer.

T:  (61 2) 9878 0088

M: (61) 0459 200 095

E: Graham.Kelly@novogen.com

Further information is available on the Company ’ s web site, www.novogen.com