0001181431-12-029925.txt : 20120515 0001181431-12-029925.hdr.sgml : 20120515 20120515131114 ACCESSION NUMBER: 0001181431-12-029925 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120511 FILED AS OF DATE: 20120515 DATE AS OF CHANGE: 20120515 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL EDWARDS INC CENTRAL INDEX KEY: 0001262104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510407811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 11975 EL CAMINO REAL STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-792-6300 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOVOGEN LTD CENTRAL INDEX KEY: 0001075880 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50484 FILM NUMBER: 12842817 BUSINESS ADDRESS: STREET 1: 140 WICKS RD STREET 2: NORTH RYDE CITY: NEW SOUTH WALES 2113 STATE: C3 ZIP: 2113 BUSINESS PHONE: 01161298780088 MAIL ADDRESS: STREET 1: 107 NORTH RYDE CITY: SYDNEY STATE: C3 ZIP: 1670 4 1 rrd345241.xml FORM 4 X0305 4 2012-05-11 0 0001262104 MARSHALL EDWARDS INC MSHL 0001075880 NOVOGEN LTD 140 WICKS ROAD NORTH RYDE, NSW C3 2113 AUSTRALIA 0 0 1 0 Common stock, par value $0.00000002 per share 2012-05-11 4 X 0 4494377 0.89 A 17837286 D Subscription rights (right to buy) 0.445 2012-05-11 4 X 0 8988675 0 D 2012-03-30 2012-05-11 Units consisting of common stock and warrants 8988675 0 D Warrants to purchase shares of common stock 1.19 2012-05-11 4 X 0 2247168 0.89 A 2012-05-11 2017-05-10 Common stock 2247168 2247168 D The shares of common stock, par value $0.00000002 per share ("Common Stock") and warrants to purchase Common Stock were acquired in connection with the Marshall Edwards, Inc. (the "Company") rights offering, the subscription period for which expired on May 11, 2012. In the rights offering, the Company distributed to its shareholders and holders of its Series A warrants, on a pro rata basis, subscription rights for the purchase of units. Each unit consisted of 0.50 shares of the Company's Common Stock and warrants to purchase an additional 0.25 shares of Common Stock at an exercise price of $1.19 per share. The subscription price for each unit was $0.445 (or $0.89 for two units, representing one whole share of Common Stock). (Continued in Footnote 2) Novogen exercised its subscription rights for an aggregate of 8,988,675 units. Accordingly, upon the closing of the rights offering, the Company issued to Novogen 4,494,377 shares of Common Stock and warrants to purchase an additional 2,247,168 shares of Common Stock. Includes 13,010,286 outstanding shares of Common Stock, as well as 4,827,000 shares of Common Stock issuable upon conversion of 1,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share, owned by Novogen. Each share of Series A Convertible Preferred Stock is convertible at any time and from time to time and without the payment of additional consideration by the holder thereof into 4,827 shares of Common Stock, for an aggregate amount of 4,827,000 shares. (Continued in Footnote 4) In addition, if a Phase II clinical trial involving any of the isoflavone technology acquired by the Company pursuant to that certain Asset Purchase Agreement, dated as of December 21, 2010, between the Company, Novogen and Novogen Research Pty Limited, has achieved a statistically significant result (p=0.05 or less) or a first patient is enrolled in a Phase III clinical trial involving such technology, whichever is earlier, each share of the Series A Convertible Preferred Stock not already converted may thereafter be converted into 9,654 shares of Common Stock. /s/ William D. Rueckert, Chairman for NOVOGEN LIMITED 2012-05-15