Report of Foreign Issuer (6-k)

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, 2013

Commission File Number

Novogen Limited

(Translation of registrant’s name into English)

16-20 Edgeworth David Ave, 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 x 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 x

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)

Andrew Bursill

Company Secretary

Date 5 July 2013

LOGO

ASX RELEASE

4 July 2013

Cleansing Notice

The Company hereby provides notice to the ASX for purposes of section 708A(5)(e) of the Corporations Act that on 28 June 2013 Novogen Limited (Novogen) (ASX: NRT) issued 1,800,000 Novogen shares (the Shares ) at an issue price of $0.025 per share to Phytose Corporation.

In addition the Company further advises that in accordance with the convertible securities agreement between Novogen and Hudson Bay Master Fund Ltd signed on 3 July 2013 (the Agreement) pursuant to which Novogen issued on 4 July 2013, 822,369 Novogen shares Shares to Hudson Bay Master Fund Ltd. The Appendix 3B relating to this share issue is attached.

For the purposes of section 708A(5)(e)(i) of the Corporations Act 2001 (Cth) ( Corporations Act ) Novogen gives notice that:

1.	Novogen issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act;

2.	as at the date of this notice, Novogen has complied with:

(a)

the provisions of Chapter 2M of the Corporations Act as they apply to Novogen; and

(b)

section 674 of the Corporations Act; and

3.	as at the date of this notice, there is no information that is “excluded information” (as defined in subsections 708A(7) and 708A(8) of the Corporations Act) which is required to be disclosed by Novogen.

Yours faithfully

LOGO

Andrew Bursill

Company Secretary

Appendix 3B

New issue announcement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Novogen Limited (“Novogen”)

ABN

37 063 259 754

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 fully paid share ( Share )

2	Number of ⁺ securities issued or to be issued (if known) or maximum number which may be issued	822,369 fully-paid Shares

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 voting shares Ranks pari passu with all existing Shares

+	See chapter 19 for defined terms.

Appendix 3B Page 1


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:		All of the Shares referred to in Item 2 will rank pari passu with all existing Ordinary Shares.
	•	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

5	Issue price or consideration		Issue price per Share: $0.1519

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		The Shares referred to in Item 2 are issued in satisfaction of Novogen’s obligation to pay a commencement fee in the amount of $125,000 under the Convertible Securities Agreement announced to the market on 4 July 2013.

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		N/A

+	See chapter 19 for defined terms.

Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5


6c	Number of +securities issued without security holder approval under rule 7.1	822,369 fully-paid Shares

6d	Number of +securities issued with security holder approval under rule 7.1A	N/A

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	N/A

6f	Number of +securities issued under an exception in rule 7.2	N/A

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.	N/A

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	N/A

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	N/A

+	See chapter 19 for defined terms.

Appendix 3B


7	+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	4 July 2013

		Number	⁺ Class
8	Number and ⁺ class of all ⁺ securities quoted on ASX ( including the securities in clause 2 if applicable)	139,098,402	Ordinary Shares

		Number	⁺ Class
9	Number and ⁺ class of all ⁺ securities not quoted on ASX ( including the securities in clause 2 if applicable)	2,007,216 Face Value $1,500,000	Unlisted options with various exercise dates and prices. (NRTNEW) Unlisted Convertible Notes

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


Part 2 - Bonus issue or pro rata issue

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

+	See chapter 19 for defined terms.

Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5


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

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

+	See chapter 19 for defined terms.

Appendix 3B


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)	¨	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.

Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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	¨	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	¨	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	¨	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

+	See chapter 19 for defined terms.

Appendix 3B


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.

Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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:	4 July 2013
	(Company secretary)

Print name:	Andrew Bursill

+	See chapter 19 for defined terms.

Appendix 3B

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

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 the +issue date or date of agreement to issue		103,805,676

*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		34,470,357

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

“A”		138,276,033

+	See chapter 19 for defined terms.

Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5


*Step 2: Calculate 15% of “A”*

“B”		0.15

*Multiply* “A” by 0.15		20,741,404

*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		822,369

“C”		822,369

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

“A” x 0.15 Note: number must be same as shown in Step 2		20,741,404

*Subtract* “C” Note: number must be same as shown in Step 3		822,369

*Total* [“A” x 0.15] – “C”		19,919,036

+	See chapter 19 for defined terms.

Appendix 3B

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		N/A

*Step 2: Calculate 10% of “A”*

“D”		N/A

*Multiply* “A” by 0.10		N/A

*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		N/A

“E”		N/A

+	See chapter 19 for defined terms.

Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5


*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		N/A

*Subtract* “E” Note: number must be same as shown in Step 3		N/A

*Total* [“A” x 0.10] – “E”		Note: this is the remaining placement capacity under rule 7.1A