UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended June 30, 20132016

OR

OR

Date of event requiring this shell company report                    

For the transition period from                    to                    

Commission file number 0-29962

Novogen Limited

ACN 063 259 754

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

New South Wales, Australia

(Jurisdiction of incorporation or organization)

Level 1, 16-20 Edgeworth David Avenue,5, 20 George Street, Hornsby, New South Wales 2077, Australia

(Address of principal executive offices)

Mr Graham KellyMs Cristyn Humphreys

Graham.Kelly@novogen.com(e)Cristyn.Humphreys@novogen.com (t) +61-2-9472-4101

Level 1, 16-20 Edgeworth David Avenue,5, 20 George Street, Hornsby, New South Wales 2077, Australia

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding Ordinary Shares of the issuer as at June 30, 20132016 was 138,276,033.429,733,982.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨             No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ¨            No  x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x             No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨            No  ¨

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨        Item 18¨

If this is an annual report, indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨             No  x

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F includes forward-looking statements, which involve a number of risks and uncertainties. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “will,” “intend,” “plan,” “believe,” “anticipate,” “expect,” “estimate,” “predict,” “potential,” “continue,” “likely,” or “opportunity,” the negative of these words or other similar words. Similarly, statements that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects and other statements that are not historical facts are also forward-looking statements. Discussions containing these forward-looking statements may be found, among other places, in “Business Overview” and “Operating and Financial Review and Prospects” in this Annual Report on Form 20-F. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995.1995 and section 27A of the Securities Act and Section 21E of the Exchange Act. Readers of this Annual Report on Form 20-F are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the time this Annual Report on Form 20-F was filed with the Securities and Exchange Commission, or SEC. These forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our business, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. These risks and uncertainties include, without limitation, those discussed in “Risk Factors” and in “Operating and Financial Review and Prospects” of this Annual Report on Form 20-F. In addition, past financial or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Except as required by law, we undertake no obligation to update publicly or revise our forward-looking statements to reflect events or circumstances that arise after the filing of this Annual Report on Form 20-F.

In this Annual Report on Form 20-F, “Novogen,” “Company,” “we,” “us” and “our” refer to Novogen Limited and its wholly owned subsidiaries on a consolidated basis, unless the context otherwise provides.

PART I

Item 1 details are not required to be disclosed as part of the Annual Report.

Item 2 details are not required to be disclosed as part of the Annual Report.

Selected Financial Datafinancial data

The selected financial data at June 30, 20132016 and 20122015 and for the years ended June 30, 2013, 20122016, 2015 and 20112014 have been derived from the consolidated financial statements of the Company included in this Annual Report and should be read in conjunction with, and are qualified in their entirety by, reference to those statements and the notes thereto.

This financial report complies with International Financial Reporting Standards (‘IFRS’(“IFRS”) as adopted by the International Accounting Standards Board (‘IASB’(“IASB”).

The consolidated financial statements have been audited in accordance with the PCAOBPublic Company Accounting Oversight Board (“PCAOB”) auditing standards in the United States by the Company’s independent registered public accounting firm.

The Company’s fiscal year ends on June 30. As used throughout this Annual Report, the word “fiscal” followed by a year refers to the 12-month period ended on June 30 of that year. For example, the term “fiscal 2013”2016” refers to the 12 months ended June 30, 2013.2016. Except as otherwise indicated, all dollar amounts referred to in this Annual Report are at the consolidated level and exclude inter-company amounts.

Summary of consolidated statement of profit or loss and other comprehensive income

(IFRS)

Summary of consolidated statements of financial position

Summary of consolidated financial position (IFRS)		2012 A$’000				2013 A$’000				2014 A$’000				2015 A$’000				2016 A$’000				2016 US$’000
Cash and cash equivalents			8,348				2,738				2,502				44,371				33,453				24,862
Total assets			8,985				5,749				4,660				46,140				35,517				26,396
Net assets/Equity			5,113				4,041				1,413				44,362				33,931				25,217
Debt			—				1,416				2,707				—				—				—
Capital Stock			199,026				137,663				142,586				190,404				191,301				142,175

(IFRS)

At Novogen’s Annual General Meeting on 12 November 2012, shareholders approved the demerger of Novogen and MEI Pharma. On November 27, 2012, a dividend of $24,775,000 was paid via anin-specie distribution of shares in MEI Pharma, Inc. (‘MEI’) representing 23.87 cents per ordinary share. No other dividends have been declared by the Company in the fiscal years included in this report.

The Company publishes its consolidated financial statements expressed in Australian dollars. In this Annual Report, references to “U.S. dollars” or “US$” are to the currency of the United States of America (‘(“U.S.’”) and references to “Australian dollars” or “A$” are to the currency of Australia. For the convenience of the reader, this Annual Report contains translations of certain Australian dollar amounts into U.S. dollars at specified rates. These translations should not be construed as representations that the Australian dollar amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise stated, the translations of Australian dollars into U.S. dollars have been made at the rate of US$0.91650.7432 = A$1.00, the foreign exchange rate as issued weekly by the Board of Governors of the Federal Reserve System (www.federalreserve.gov/releases) on June 28, 2013.30, 2016. The rate on September 30, 20132016 was US$0.93420.7667 = A$1.001.00.

Exchange rates for the six months to September 2013

2016 A$ versus1.00 per US$

Exchange rates for the last five fiscal years A$ versus1.00 per US$

As mentioned above, the Company paid an in-specie distribution of the shares of MEI held by Novogen Limited, on November 27, 2012 following shareholders’ approval Annual General Meeting held on November 17, 2012. This report has been prepared on the basis of the current business structure which excludes MEI and any other businesses or assets disposed of during the fiscal year. MEI and the Consumer Business show as discontinued operations.

Risk Factorsfactors

Investment in our securities involves a high degree of risk. You should consider carefully the risks described below, together with other information in this Annual Report on Form 20-F and our other public filings, before making investment decisions regarding our securities. If any of the following events actually occur, our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. Moreover, the risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition.

The Company currently is exploring the development of anti-cancer drugs based on two unproven drug technology platforms. Failure of either or both of these platforms to prove suitable for drug candidate selection, may have a material adverse effect on our business and our financial condition.

The Company is committed to the identification ofdeveloping lead candidate anti-cancer drugs from the two drug technology platforms, super-benzopyrans (“SBP”) and anti-tropomyosins. Although earlyanti-tropomyosins (“ATM”). Early pre-clinical studies have confirmed the utility of eitherboth drug technology platformplatforms in the generation of compounds with novel and potent cytotoxicity against various human cancer cell lines in vitro there areand in vivo. The Company was successful in gaining Investigational New Drug (“IND”) status from the U.S. Food and Drug Administration (“FDA”) for our lead SBP. While we have addressed early stage risk associated with toxicity, significant risks and uncertainties remain in translating those early laboratory results into drugs that will have meaningful clinical application and meetin the market place given the stringent requirementsclinical trial process that is required to achieve market approval. We are in the process of regulatory authorities such as the United States Food and Drug Administration, who review Investigational New Drug (IND) Applications to enable the conductour IND-enabling safety evaluation of first in man clinical trials.our lead ATM drug candidate so significant safety risk remains with this technology platform. The Company plans to submit an IND to the FDA to obtain the appropriate approvalsapproval to enable the trials.a Phase I trial of our lead ATM drug candidate.

Factors that have a negative impact on early drug candidate selection may include:

The Company’s ability to continue as a going concern is dependent on a continuing positive news flow from its pre-clinical Research & Development (“R&D&D”) programs, and its ability to raise capital to support those programs.

The Company has limited cash resources and will need substantial additional funds to maintain the planned level of R&D. We expect to consume cash and incur operating losses for the foreseeable future as the Company continues developing its oncology drug candidates. The impact on cash resources and results from operations will vary with the extent and timing of the future clinical trial program. While it is not possible to make accurate predictions of future operating results, we expect existing cash and cash equivalents will be sufficient to enable us to continue our research and development activities until approximately second quarter 2018.

The factors that will determine the actual amount of additional capital required may include the following:

If Novogenthe Company is unable to obtain additional funds on favorable terms or at all, it may be required to cease or reduce its operations. Also, if Novogenthe Company raises more funds by selling additional securities, the ownership interests of holders of its securities will be diluted.

We receive Australian government research and development grants. If we lose funding from these research and development grants, we may encounter difficulties in the funding of future research and development projects, which could harm our operating results.

We have historically received, and expect to continue to receive, grants through the Australian federal government’s Research and Development Tax Incentive program, under which the government provides a cash refund for the 45% of eligible research and development expenditures by small Australian entities, which are defined as Australian entities with less than A$20 million in revenue, having a tax loss. The Australian federal government’s Research and Development Tax incentive program cash refund changes from 45% to 43.5% from July 2016. The Research and Development Tax Incentive grant is made by the Australian federal government for eligible research and development purposes based on the filing of an annual application. We received Research and Development Tax Incentive grants in fiscal 2015 and 2016 of A$1.5 million and A$2.9 million, respectively. This grant is available for our research and development activities in Australia, as well as activities in the United States to the extent such U.S. based expenses relate to our activities in Australia, do not exceed half the expenses for the relevant activities and are approved by the Australian government. To the extent our research and development expenditures are deemed to be “ineligible,” then our grants would decrease. In addition, the Australian government may in the future decide to modify the requirements of, reduce the amounts of the grants available under, or discontinue the Research and Development Tax Incentive program. For instance, the Australian government recently received a recommendation from a review panel recommending a reduction of the amount of the grants available to small entities such as Novogen to a maximum of A$2 million per annum. Any such change in the Research and Development Tax Incentive program could have a material adverse effect on our future cash flows and financial position.

The Company is at an early stage of drug development and is in the process of applying for patents over composition and matter and use for both of its drug technology platforms. There is no certainty that patent protection will be granted.

The Company’sCompany has an extensive patent portfolio to protect its key assets. The patent strategy is adapted for each technology platform and the sub-sections of each platform. The over-arching strategy in a development stage. It comprises a certain numberthe IP portfolio is to cover the three critical corner stones of provisionalpharmaceutical patent: composition of matter (the breadth structures covered in the patent), method of manufacture (the chemical processes used to manufacture the compounds disclosed in the patent) and method of use. Our key patents thatcovering lead assets have been lodgedgranted in Australia and others that are at different stages of entering national phase in jurisdictions covering ~95% of the process of being lodged. The patents usually have worldwideglobal market as measured by sales. Consequently, the risk to our patent coverage with a particular focus on USA, EU, Asia and Australia.for our lead assets has been substantially reduced. While the Company’s patent strategy is closely supervised by experienced patent attorneys and every effort made to ensure the likely success of achieving approval of patent claims in all major territories, there is no guarantee that any or all territories will grant such claims.

Negative global economic conditions may pose challenges to the Company’s business strategy, which relies on access to capital from the markets or collaborators. Failure to obtain sufficient funding on acceptable terms could have a material adverse effect on our business, results of operations and financial condition.

Negative conditions in the global economy, including credit markets and the financial services industry, have generally made equity and debt financing more difficult to obtain, and may negatively impact the Company’s ability to complete financing transactions. The duration and severity of these conditions is uncertain, as is the extent to which they may adversely affect the Company’s business and the business of current and prospective vendors and collaborators. If negative global economic conditions persist or worsen, the Company may be unable to secure additional funding to sustain its operations or to find suitable collaborators to advance its internal programs, even if positive results are achieved from research and development efforts.

If we are unable to raise sufficient funding on acceptable terms, we may be unable to continue to operate. There is no assurance that we will be successful in obtaining sufficient financing on acceptable terms and conditions to fund continuing operations, if at all. Our failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on our business, results of operations and financial condition.

Historical Performance and future outlook

With the recent acquisition of Triaxial Pharmaceuticals Pty Ltd and ongoing research and development the companyOur Company has had a history of incurring losses. The extent of any future losses, and whether or not the Company can generate profits, remains uncertain.

The Company is involved in early stage research and development and has a history of incurring losses. The Company is likely to continue to incur operating losses in the near future, until such time as any possible commercial breakthrough occurs. As discussed in the report the board’s outlook

The Company incurred net losses of A$7.6 million for year ended June 30, 2014, net losses of A$7.3 million for the year ended June 30, 2015 and net losses of A$12.2 million for year ended June 30, 2016. As of June 30, 2016, we have accumulated losses of A$160.5 million (US$119.3 million) and the extent of any future losses and whether or not the Company is one of optimism for the future.can generate profits remains uncertain.

Final approval by regulatory authorities of the Company’s drug candidates for commercial use may be delayed, limited or prevented, any of which would adversely affect its ability to generate operating revenues.

The Company will not generate any operating revenue until it, or its subsidiaries, successfully commercializes one of its drug candidates.candidates via Royalty and license agreements. Currently, the Company’s drug candidates are at an early stage of development, and each will need to successfully proceed through a number of steps in order to obtain regulatory approval before potential commercialization.

For example, any of the following factors may serve to delay, limit or prevent the final approval by regulatory authorities of the Company’s drug candidates for commercial use:

The successful development of any of these drug candidates is uncertain and, accordingly, the Company may never commercialise any of these drug candidates or generate revenue.

Even if the Company receives regulatory approval to commercialize its drug candidates, the ability to generate revenues from any resulting products will be subject to a variety of risks, many of which are out of the Company’s control.

Even if the drug candidates obtainRegardless of regulatory approval, resulting products arising from the development process may not gain market acceptance among physicians, patients, healthcare payers or the medical community. The Company believes that the degree of market acceptance and its ability to generate revenues from such products will depend on a number of factors, including, but not limited to:

If any of the Company’s drugs are approved and fail to achieve market acceptance, the Company may not be able to generate significant revenue to achieve or sustain profitability.

The Company may not be able to establish the contractual arrangements necessary to develop, market and distribute the product candidates. Our failure to do so may adversely affect our business, results of operations and financial condition.

AThe Company has been successful in executing contractual agreements with strategic partners. This remains a key part of the Company’s business plan is to establish contractual relationships with strategic partners. Theand the Company must successfully contractcontinue to partner with third parties to package,manufacture clinical grade drug product, and conduct key pre-clinical and clinical investigations. Strategic agreements around packaging, branding, market access and distributedistribution for its product candidates.drug products will also eventually be required.

Potential partners maycould be discouraged by the Company’s limited operating history.

There is no assurance that the Company will be able to negotiate commercially acceptable licensing or other agreements for the future exploitation of its drug product candidates including continued clinical development, manufacture or marketing. If the Company is unable to successfully contract for these services, or if arrangements for these services are terminated, itthe Company may have to delay the commercialization program which will adversely affect its ability to generate operating revenues.

The Company’s commercial opportunity will be reduced or eliminated if competitors develop and market products that are more effective, have fewer side effects or are less expensive than its drug candidates.

The development of drug candidates is highly competitive.competitive and is high risk. A number of other companies have products or drug candidates in various stages of pre-clinical or clinical development that are intended for the same therapeutic indications for which the Company’s drug candidates are being developed. Some of these potential competing drugs are further advanced in development than the Company’s drug candidates and may be commercialized sooner. Even if the Company is successful in developing effective drugs, its compounds may not compete successfully with products produced by its competitors.

The Company’s competitors include pharmaceutical companies and biotechnology companies, as well as universities and public and private research institutions. In addition, companies active in different but related fields represent substantial competition. Many of the Company’s competitors developing oncology drugs have significantly greater capital resources, larger research and development staffsR&D staff and facilities and greater experience in drug development, regulation, manufacturing and marketing. These organizations also compete with the Company and its service providers, to recruit qualified personnel, and to attract partners for joint ventures and to license technologies. As a result, the Company’s competitors may be able to more easily develop technologies and products that would render the Company’s technologies or its drug candidates obsolete or non-competitive.

The Company relies on third parties to conduct its pre-clinical studies. If those parties do not successfully carry out their contractual duties or meet expected deadlines, the Company’s drug candidates may not advance in a timely manner or at all.

In the course of discovery, pre-clinical testing and clinical trials, the Company relies on third parties, including laboratories, investigators, clinical contract research organizations or CROs,(“CROs”), and manufacturers, to perform critical services. For example, the Company relies on third parties to conduct all of its pre-clinical studies. These third parties may not be available when the Company needs them or, if they are available, may not comply with all regulatory and contractual requirements or may not otherwise perform their services in a timely or acceptable manner, and the Company may need to enter into new arrangements with alternative third parties and the studies may be extended, delayed or terminated. These independent

third parties may also have relationships with other commercial entities, some of which may compete with the Company. As a result of the Company’s dependence on third parties, it may face delays or failures outside of its direct control. These risks also apply to the development activities of collaborators, and the Company does not control their research and development, clinical trial or regulatory activities.

The Company has no direct control over the cost of manufacturing its drug candidates. Increases in the cost of manufacturing the Company’s drug candidates would increase the costs of conducting clinical trials and could adversely affect future profitability.

The Company does not intend to manufacture the drug product candidates in-house, and it will rely on third parties for drug supplies both for clinical trials and for commercial quantities in the future. The Company has taken the strategic decision not to manufacture active pharmaceutical ingredients (‘API’(“API”) for the drug candidates, as these can be more economically supplied by third parties with particular expertise in this area. The Company plans tooutsources the manufacture of its drug product and testtesting of it to FDA requirements. The Company has identifieduses contract facilities that are registered with the FDA, have a track record of large scale API manufacture, and have already invested in capital and equipment. The Company has no direct control over the cost of manufacturing its product candidates. If the cost of manufacturing increases, or if the cost of the materials used increases, these costs willmay be passed on, making the cost of conducting clinical trials more expensive. Increases in manufacturing costs could adversely affect the Company’s future profitability if it was unable to pass all of the increased costs along to its customers.

The Company may face a risk of product liability claims and may not be able to obtain adequate insurance.

The Company’s business exposes it to the risk of product liability claims. This risk is inherent in the manufacturing, testing and marketing of human therapeutic products. The Company has product liability insurance. The coverage is subject to deductibles and coverage limitations. The Company is in the process of identifying lead candidate compounds. When identified, and INDs are obtained they will be taken into the clinic. The Company may not be able to obtain or maintain adequate protection against potential liabilities, or claims may exceed the insurance limits. If the Company cannot or does not sufficiently insure against potential product liability claims, it may be exposed to significant liabilities, which may materially and adversely affect theour business, developmentresults of operations and commercialization efforts.financial condition.

Enforceability of civil liabilities under the federal securities laws against the Company or the Company’s officers and directors may be difficult.

The Company is a public company limited by shares and is registered and operates under the Australian Corporations Act 2001. AllSome of the Company’s five directors named in this Annual Reportand officers reside outside the U.S. Substantially all of the United States. In addition, a substantial portion of the directly owned assets of those personsthe Company are located outside of the U.S.United States. As a result, it may not be possibledifficult or impossible for investors to affecteffect service onof process within the United States against the Company or such persons in the U.S.its directors and officers or to enforce in foreign courts,against them any of the judgments, against such personsincluding those obtained in original actions or in actions to enforce judgments of the U.S. courts, and predicated onupon the civil liability provisions of the federal or state securities laws of the U.S.United States. There is doubt as to the enforceability in the Commonwealth of Australia, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon federal or state securities laws of the U.S., especially in the case of enforcement of judgments of U.S. courts where the defendant has not been properly served in Australia.

The trading price of the Company’s ordinary shares and ADRsAmerican Depositary Receipts (“ADRs”) is highly volatile. Your investment could decline in value and the Company may incur significant costs from class action litigation and its securities may be delisted from Nasdaq.NASDAQ.

The trading price of the Company’s ordinary shares and ADRs is highly volatile in response to various factors, many of which are beyond the Company’s control, including:

In addition, equity markets in general and the market for biotechnology and life sciences companies in particular, have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies traded in those markets. Further changes in economic conditions in Australia, the United States, Europe,U.S., EU, or globally, could impact the Company’s ability to grow profitably. Adverse economic changes are outside the Company’s control and may result in material adverse effects on the Company’s business or results of operations. These broad market and industry factors may materially affect the market price of the Company’s ordinary shares and ADRs regardless of its development and operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. Such litigation, if instituted against the Company, could cause it to incur substantial costs and divert management’s attention and resources.

If the market price of the Company’s ADRs remains below US$5.00 per share, under stock exchange rules, the Company’s stockholders will not be able to use such ADRs as collateral for borrowing in margin accounts. This inability to use ADRs as collateral may depress demand as certain institutional investors are restricted from investing in securities priced below US$5.00 and may lead to sales of such ADRs, creating downward pressure on and increased volatility in the market price of the Company’s ordinary shares and ADRs.

In addition, under NasdaqNASDAQ rules, companies listed on the NasdaqNASDAQ Capital Market are required to maintain a share price of at least US$1.00 per share and if the share price declines below US$1.00 for a period of 30 consecutive business days, then thethat listed company would have 180 days to regain compliance with the US$1.00 per share minimum. In the event that the Company’s share price declines below US$1.00, it may be required to take action, such as a reverse stock split, in order to comply with the NasdaqNASDAQ rules that may be in effect at the time.

Because we are not necessarily required to provide you with the same information as an issuer of securities based in the United States, you may not be afforded the same protection or information you would have if you had invested in a public corporation based in the United States.

We are exempt from certain provisions of the Securities Exchange Act of 1934, as amended, commonly referred to as the Exchange Act, that are applicable to U.S. public companies, including (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time. The exempt provisions would be available to you if you had invested in a U.S. corporation.

However, in line with the Australian Securities Exchange regulations, we disclose our financial results on a semi-annual basis which are required to have a limited review semi-annually and to be fully audited annually. The information, which may have an effect on our stock price on the Australian Securities Exchange, will also be disclosed to the Australian Securities Exchange and the Securities Exchange Commission. Other relevant information pertaining to our Company will also be disclosed in line with the Australian Securities Exchange regulations and information dissemination requirements for listed companies. We will provide our semi-annual results and other material information that we make public in Australia in the U.S. under the cover of an SEC Form 6-K. Nevertheless, you may not be afforded the same protection or information, which would be made available to you, were you investing in a United States public corporation because the requirements of a Form 10-Q and Form 8-K are not applicable to us.

In certain circumstances, holders of ADSs may have limited rights relative to holders of ordinary shares. An ADS refers to the individual share represented by the ADR program. The rights of holders of ADSs with respect to the voting of ordinary shares and the right to receive certain distributions may be limited in certain respects by the deposit agreement entered into by us and The Bank of New York Mellon. For example, although ADS holders are entitled under the deposit agreement, subject to any applicable provisions of Australian law and of our Constitution, to instruct the depositary as to the exercise of the voting rights pertaining to the ordinary shares represented by the ADSs, and the depositary has agreed that it will try, as far as practical, to vote the ordinary shares so represented in accordance with such instructions, ADS holders may not receive notices sent by the depositary in time to ensure that the depositary will vote the ordinary shares. This means that, from a practical point of view, the holders of ADRs may not be able to exercise their right to vote. In addition, under the deposit agreement, the depositary has the right to restrict distributions to holders of the ADSs in the event that it is unlawful or impractical to make such distributions. We have no obligation to take any action to permit distributions to holders of our ADSs. As a result, holders of ADSs may not receive distributions.

There is a substantial risk that we are, or will become, a passive foreign investment company, or PFIC, which will subject our U.S. investors to adverse tax rules

Holders of our ADSs who are U.S. residents face income tax risks. There is a substantial risk that we are, or will become, a passive foreign investment company, commonly referred to as a PFIC. Our treatment as a PFIC could result in a reduction in the after-tax return to the holders of our ADSs and would likely cause a reduction in the value of such ADSs. For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable year in which either (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average value of all of our assets for the taxable year produce or are held for the production of passive income. For this purpose, cash is considered to be an asset that produces passive income. We believe that there is a risk we will be classified as a PFIC for the taxable year ended June 30, 2016. If we are classified as a PFIC for U.S. federal income tax purposes, highly complex rules will apply to U.S. holders owning ADSs. Accordingly, you are urged to consult your tax advisors regarding the application of such rules. See Item 10 - Additional Information - Taxation, United States Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax risks related to owning and disposing of our ADSs.

Item 4.

Information on the Company

History and development of the Company

Novogen Limited, a public company limited by shares, was incorporated in March 1994 under the jurisdiction of the laws of New South Wales, Australia. Novogen is registered and operates under the Australian Corporations Act.Act 2001. Novogen has its registered office at Level 1, 16-20 Edgeworth David Avenue,5, 20 George Street, Hornsby, New South Wales NSW 2077, Australia. Its telephone number and other contact details are: Phone 61-2-9476-0344;+61-2-9472 4100; Fax 61-2-9476-0388;+61-2-9476-0388; and website,www.novogen.com (the information contained in the website does not form part of the Annual Report). The Company’s Ordinary Shares are listed on the Australian StockSecurities Exchange (‘ASX’(“ASX”) under the symbol ‘NRT’ and its ADRs, each representing twenty-five Ordinary Shares, trade on the NasdaqNASDAQ Capital Market under the symbol ‘NVGN’. The Depositary for the Company’s agent in the U.S. for ADR’sADRs is theThe Bank of New York Mellon, 101 Barclay Street 22W New York, N.Y. 10286.

Capital expenditures

On December 5, 2012 the Company acquired 100% of the Ordinary Shares of Triaxial Pharmaceuticals Pty Ltd (‘Triaxial’) for the total consideration of A$2,886,000. Refer to note 29 for further details The Company made no other major investments of a capital nature during fiscal 2013 or 2012.

Business overview

Nature of the Business

Since its inception in 1994, the principal business of Novogenthe Company has been pharmaceutical drug development. The previous Novogen Board had divested the Company of all intellectual property in this area and of any resources and personnel relevant to Research and Development (‘R&D’). The pharmaceutical drug development business was restored on December 5, 2012 withWith the acquisition of Triaxial.

Corporate developments

Novogen

Board of Directors

During the year ended June 30, 2013 the previous Board resigned and an entirely new Board was appointed.

The Company directors as at the date of this report are as follows:

Former directors who served during the financial year ended 30 June 2013:

More information on each of the current Directors is contained under the item “Directors” commencing on page [31].

Kai Medical

On July 27, 2012, the previous Board of Novogen announced that it had entered into a merger agreement with Kai Medical Holdings Limited, a US-based company whose business is focused on sleep apnoea therapy devices. That agreement was terminated shortly after when advice was received that the merger would have created problems with Australian Securities Exchange (‘ASX’) listing rules.

Disposal of MEI Pharma, Inc.

Novogen was a majority (approximately 60%) shareholder in MEI Pharma, Inc. (‘MEIP’). MEIP held the Company’s intellectual property in the field of isoflavonoid drugs.

On 17 November 2012, Novogen shareholders approved thein-specie distribution of MEIP, that distribution eventually occurring on 27 November 2012.

Glycotex, Inc.

Glycotex Inc. previously held the Company’s glucan technology intellectual property for the treatment of trophic ulcers. That intellectual property was sold on July 27, 2012 for total cash proceeds of A$150,000 to a private US-based company.

On November 27, 2012, the Company sold the remaining shell company to another private US-based company.increased its pharmaceutical drug research and development.

Corporate developments

Triaxial Pharmaceuticals Pty Ltd

On 5In December 2012, the Company acquired the biotechnology company Triaxial Pharmaceuticals Pty Ltd.Ltd (“Triaxial”). Triaxial developed a novel technology platform allowing the design and construction of a novel family of compounds that Triaxial refers to as super-benzopyrans. The companyCompany acquired the outstanding shares of Triaxial Pharmaceuticals Pty Ltd, which includedincluding those of its shareholders ProfessorDr Graham Kelly, Dr Andrew Heaton and Robert Birch, who became directors of Novogen as a result of this transaction. 15.4 million Novogen shares were issued at a fair value of $0.09A$0.09 per share as part of the acquisition, andthe purchase price of which included a $1.5A$1.5 million loan, payable to the Triaxial shareholders.

In December 2014, the Company and convertible note holders, former shareholders of Triaxial, signed an amendment to the Convertible Note Deed Poll (“Deed”) which superseded the precedent Loan Agreement between Triaxial shareholders and the Company. The amendment to the Deed extinguishes the liability created by the Loan Agreement, which was carried over to the original version of the Deed. The amendment allowed the Company to convert the liability attached to the transaction into ordinary shares instead by removing the clauses allowing redemption in cash. The conditions of conversion into ordinary shares regarding the convertible notes are still dependent of the achievement of defined milestones established in the schedule of the Deed. Accordingly, the convertible notes have been reclassified as an equity instrument rather than debt instrument.

In August 2016, the Company announced the submission of an IND application with the FDA and, in September 2016, the Company received a letter from the FDA advising that the study may proceed. Accordingly, the Company advised the note holders of this conversion event and 20,000,000 ordinary shares were issued to the noteholders in September 2016.

CanTx Inc.

CanTx, Inc., a subsidiary in which a wholly-owned subsidiary of the Company held an 85% interest, was dissolved in May 2016. The dissolution was completed following a decision to stop funding the operations of CanTx, Inc.

Other

On 5 FebruaryOctober 8, 2013, the Company announced the filingacquisition of a provisional patent application with the Patent Office covering the manufacture and use of super-benzopyrans.anti-tropomyosin technology from Genscreen Pty Ltd.

On 18 February 2013May 2, 2014, the Company announced results of an important study concerning its lead experimental drug CS- 6. Initial studies showed highly effective results regarding ovarian cancer stem cells.a partnership with Genea Biocells Pty Ltd to investigate promising new approaches using the super-benzopyrans technology to treat neurodegenerative and musculodegenerative diseases.

Building Lease Assignment

Following the disposal of MEI, in June 2013On April 22, 2015, the Company assignedannounced that it had received notification from the U.S. Food and Drug Administration (FDA) that its property leased in North Ryde, New South Wales, Australia, as it no longer needed the excess space and has since relocated to smaller premises in Hornsby, New South Wales, Australia. The Company still remains as the original lessee and a potential liability exists should the assignee default on the lease.chemotherapy candidate drug, Cantrixil, had been granted Orphan Drug Designation for ovarian cancer.

Capital raising

The Company undertook two capital-raisings during this financial year. The first was a private placement of ordinary shares to sophisticated investors in Australia managed by Patersons Securities. A$2,380,000 was raised by the issue of 14,425,150 ordinary shares at a price of 16.5 cents, being a 20% discount to the closing price of 20.5 cents on April 24, 2013.

The second raising was a Share Purchase Plan offered to Australian and New Zealand Novogen shareholders that raised A$790,000 through the issue of 4,645,207 ordinary shares at a price of 17.0 cents on May 28, 2013.

Research and development

Super-benzopyrans

The technology platform underpinning the Company’s R&D efforts is an ability to construct compounds based on a benzopyran molecular scaffold using a wide range of atoms and chemical moieties. The Company refers to the resulting structures as super-benzopyrans in order to distinguish them from other anti-cancer drugs based on the basic benzopyran scaffold and which are limited to carbon hydrogen and oxygen components.

The Company is in the early stages of exploiting this technology, but in the six months thatOn July 16, 2015, the Company has been engaged in this task, it has observed that super-benzopyran compounds display considerably different anti-cancer effects and more drug-like features compared to the simple benzopyrans that Novogen developed in the years 1998-2008. One of those differences is a considerable increase in anti-cancer potency. Some toxicity in animals also is being observed, something not previously encountered with the simple benzopyrans, although the side-effects are moderate and neither dose-limiting nor life-threatening. Studies are underway to better understand the nature of this toxicity, but it is believed to be a function of the super-benzopyran’s greater anti-cancer potency.

The Company is currently engaged in a program with the goal of delivering a number of super-benzopyran compounds with increasingly greater and more varied anti-cancer effects. The Company has engaged the services of a Swiss chemical company, Carbogen Amcis, to assist in the design and manufacture of these new compounds that then will be screened in the laboratory for their ability to kill human cancer cells. For screening, the Company is using primary cell cultures and cancer stem cell cultures rather than the more widely-used, commercially available differentiated cancer cell lines. This is a more expensive and more time-consuming approach than normally employed, but the Company believes that it will yield data far more relevant to the clinic and ultimately save the Company considerable time and money. The Company has

entered into contracts with a number of different biotechnology companies and research institutions globally to provide these screening services. The current contract calls for the delivery of 80 super-benzopyran analogs in quarter 2 2013, which the Company expects will take several months to screen for anti-cancer cell activity.

One of the key outcomes of the analog program to date has been the observation that minor structural changes to the underlying super-benzopyran structure yields changes in the types of cancer cells responding to the different compounds. The Company believes that this represents a minor change in the protein target, rather than a shift in the general nature of the target such as its phenotype. The precise molecular target of the Company’s lead candidate, CS-6, is under investigation at this time, but on the basis of early evidence is thought to be ability of the cancer cell’s mitochondria to provide energy. The Company’s working hypothesis is that the target is a protein involved in the bioenergetics of the cancer cell and that derives from a mutated gene within mitochondrial and nuclear DNA.

Trilexium

This is the Company’s lead drug candidate.

The primary clinical targets for Trilexium are ovarian cancer and glioblastoma multiforme (‘GBM’), the main form of primary brain cancer.

The ovarian cancer indication came out of data generated from a collaboration with Yale University Medical School. That data showed that Trilexium is highly cytotoxic to both ovarian cancer stem cells and to their daughter cells. The GBM clinical indication is predicated largely on two observations: (a) that Trilexium displays potent cytotoxicity against GBM cells in vitro, including primary cultures of GBM, and (b)announced that it has been deliberately designedreceived orphan drug status designation from the FDA for Anisina.

On February 19, 2016, the Company announced the patent covering Cantrixil and Trilexium has proceeded to meetgrant.

On June 14, 2016, the known major chemical criteriaCompany announced the patent covering Anisina has proceeded to grant.

On September 12, 2016, the Company announced the FDA approved the IND application for crossing the blood-brain barrier.

An important aspect of the current pre-clinical studies is the objective of identifying the preferred sub-sets of patients to target with Trilexium. In the case of patients with GBM, de-bulking surgery and radiotherapy followed by the drug, temozolomide (‘TMZ’), remain the standard of care for this cancer. GBM typically is a very aggressive cancer with a median survival of about 5 months following failure of TMZ therapy. In the face of such rapid disease progression, the optimal patient parameters and preferred method of drug administration will need to be identified beforehand. Early laboratory data is indicating that Trilexium is more effective against GBM cells inherently resistant to TMZ (approximately 80% of GBM tumors) and does not re-sensitise to GBM, all of which point to using the drug as a monotherapy preferentially in those patients who fail to respond to TMZ in the first place.

In the case of ovarian cancer, Trilexium does not reverse resistance to standard of care cytotoxic drugs, so again, seems certain to be used as a monotherapy in late-stage, chemo-refractory disease.Cantrixil.

Drug expansion programResearch and Development

The Company has settled on a preferred pharmacophore, this beingtwo drug technology platforms - Superbenzopyran (SBP) and Anti-tropomyosin (ATM) - around which the core partCompany has established very strong patent positions, and made considerable advances in fiscal 2016.

Cantrixil: From an operational perspective we successfully prepared and lodged our IND Application for our lead drug candidate Cantrixil (TRXE-002-1) with the FDA. This application consisted of the structurepharmacology, toxicology, Chemistry, Manufacturing Controls and Clinical protocol documentation considered requisite for an IND submission. The TRXE-002-1 pharmacology data was published in the prestigious American Association for Cancer Research (“AACR”) journal “Molecular Cancer Therapeutics” and the Toxicology data was presented at the 2016 Annual Conference of the super-benzopyran familyAmerican Association for Cancer Research. The Company successfully gained IND status from the FDA for TRXE-002-1 enabling us to execute our Phase I trial, and finalised agreements with Quintiles, the Clinical Research Organisation contracted to oversee the TRXE-002-1 Phase I clinical trial and identify hospital trial sites to conduct the Phase I trial.

Anisina: The Company is currently preparing Anisina (ATM-3507) pharmacology proof-of-concept reports and identifying target cancer indication(s) and completing scale up manufacture of molecules that is fundamentalATM-3507 drug substance and drug product to their integrity as active anti-cancer drugs. This pharmacophore is representedGLP standards for formal safety pharmacology and toxicity studies. The Company has initiated the requisite IND-enabling safety studies and commenced document preparation for the ATM-3507 IND submission to the FDA ahead of commencing our Phase I clinical trial on this drug candidate. The Company has also completed manufacture of cGMP drug substance to be used in the Trilexium structure.

Using this pharmacophore as the starting point, the current drug expansion program is seeking to identify new lead drug candidates that the Company intends to use as the basis of its goal of developing a panel of super-benzopyran drugs capable of anti-cancer activity across a wide spectrum of genotypes and phenotypes (in particular cancer stem cells and their differentiated daughter cells). The design and manufacture of the first 80 analogs, and their in vitro screening for anti-cancer activity, are current.

Geographical Information

See Item 18. “Financial Statements – Note 3 to the Financial Statements” for geographical information. Since the acquisition of Triaxial Pharmaceuticals Pty Ltd the principal activities were in Australia.ATM-3507 Phase I trial.

Trilexium: The Company has identified the Trilexium (TRXE-009-1) drug target, mechanism of action and target cancer indication(s); generated proof-of-concept data in animal models of cancer, and are currently in the process of optimising drug product formulation to take forward into safety-pharmacology and toxicity studies ahead of progressing into the clinic with this molecule.

Discovery: The Company has identified a series of pipeline molecules from the second-generation super-benzopyran technology platform (AD-HET system) and a series of pipeline molecules from the next generation N-terminal targeting anti-tropomyosin family (termed 6500).

Intellectual Property: The Company has substantially strengthened the IP estate around the SBP and ATM technology platforms and has begun national phase roll out into international jurisdictions for current granted patents.

Other technologies: Results from the Regenerative Medicine, and Lysosomal storage disorder research programs did not justify further R&D expenditure. However, we did observe some positive data from the Facioscapulohumeral muscular dystrophy (“FSHD”) program and we are currently pursuing several development opportunities. Our decision to focus on Oncology drug development has allowed us to meet key development, intellectual and regulatory milestones for our lead oncology assets.

Patent Protection

The most important area of the intellectual property (‘IP’) of the Company is the Company’s discovery that compounds that the Company has self-described as super-benzopyransan aggressive global Intellectual Property (“IP”) strategy to protect its key assets and we have biological activity. Thispartnered with a global patent law firm to lodge patents that offer the best possible protection for our assets. The patent strategy is adapted for each technology platform and the basisprinciple mode of protection is through the Company’spatenting procedure, seeking to obtain exclusive licences for all its key inventions and drug development program.pipeline. The Company currently has one provisional patent applied and isover-arching strategy in the processIP portfolio is to cover the three critical corner stones of gathering pre-clinical data that will be added to that and other pending patent applications in order to seek protection over claims relating topharmaceutical patent: composition of matter process,(the breadth structures covered in the patent), method of manufacture (the chemical processes used to manufacture the compounds disclosed in the patent) and method of use. The Company’s IP is centered around two key technology platforms; the super-benzopyrans (SBPs) and the anti-tropomyosins (ATMs). Patents are submitted initially as provisional applications and after 12 months’ progress through to a Patent Cooperation Treaty (“PCT”) application. Our key patents covering lead assets, Cantrixil, Trilexium (both SBP assets) and Anisina (ATM asset) have been granted in Australia and are at different stages of entering national phase in jurisdictions covering approximately 95% of the global market as measured by sales.

Drug discovery/development efforts are contributing to our pipeline with our other technology platforms also delivering hit and lead drug candidates. As the research programs reveal new hit molecules, these are protected through lodging patents. The Company proposeswill continue to pursue a broad patent filing strategy based on multiple PCT (‘Patent Cooperation Treaty’) applicationsjurisdictions with particular attention paid toa focus on those member countries offering the most significant market opportunities for its future products.development.

Australian GovernmentKey developments during fiscal 2016 include:

The ASX imposes listing rules on all listed companies, such as Novogen. The rules cover issues such as continuous and immediate disclosure to the market of relevant information, periodic financial reporting and the prior approval of reports to shareholders.

The Company believes that it materially complies with the foregoing Australian laws and regulations pertaining to public and private companies.

Regulatory Requirementsrequirements

Australian Regulatory Requirements

TheTherapeutic Goods Act 1989 (“or 1989 Act,Act”), sets out the legal requirements for the import, export, manufacture and supply of pharmaceutical products in Australia. The 1989 Act requires that all pharmaceutical products to be imported into, supplied in, manufactured in or exported from Australia be included in the Australian Register of Therapeutic Goods or ARTG,(“ARTG”), unless specifically exempted under the Act.

Medicines with a higher level of risk (prescription medicines, some non-prescription medicines) are evaluated for quality, safety and efficacy and are registered on the ARTG. Medicines with a lower risk (many over the counter medicines including vitamins) are assessed only for quality and safety. Medicines included in the ARTG can be identified by the AUST R number (for registered medicines) or an AUST L number (listed(for listed medicines) thatwhich appears on the packaging of the medicine.

In order to ensure that a product can be included in the ARTG, a sponsoring company must make an application to the Therapeutic Goods Administration or TGA.(“TGA”). The application usually consists of a form accompanied by data (based on the European UnionEU requirements) to support the quality, safety and efficacy of the product for its intended use and payment of a fee. Application details are available on the TGA website http://www.tga.gov.au.www.tga.gov.au.

The first phase of evaluation, known as the Application Entry Process, is usually a short period during which an application is assessed at an administrative level to ensure that it complies with the basic guidelines. The TGA may request further details from the applicant, and may agree with sponsors that additional data (which while not actually required by the application, could enhance the assessment outcome) may be submitted later at an agreed time. The TGA must decide within at least 40 working days whether it will accept the application for evaluation.

Once an application is accepted for evaluation, aspects of the data provided are allocated to evaluators within the different relevant sections, who prepare clinical evaluation reports. Following evaluation, the chemistry, quality control bioavailability and pharmacokinetics aspects of a product may be referred to a Pharmaceutical Sub-Committee (PSC)(“PSC”), which is a sub-committee of the TGA prescription medicine expert advisory committee, the Advisory Committee on Prescriptive Medicines (ACPM)(“ACPM”) to review the relevant clinical evaluation reports.

The clinical evaluation reports (along with any resolutions of the ACPM sub-committee) are then sent to the sponsoring company who then has the opportunity to comment on the views expressed within the evaluation report, provide corrections and to submit supplementary data to address any issues raised in the evaluation reports.

Once the evaluations are complete, the TGA prepares a summary document on the key issues on which advice will be sought from either the ACPM (for new medicines) or from the Peer Review Committee (PRC)(“PRC”) for extensions to products which are already registered. This summary is sent to the sponsoring company, which is able to submit a response to the ACPM or PRC dealing with issues raised in the summary and those not previously addressed in the evaluation report. The ACPM/PRC provide independent advice on the quality, risk-benefit, effectiveness and access of the product and conduct medical and scientific evaluations of the application. The ACPM meets every 2two months to examine the applications referred by the TGA and its resolutions are provided to the sponsoring company after 5five working days after the ACPM meeting.

The TGA takes into account the advice of the ACPM or PRC in reaching a decision to approve or reject a product. Any approval for registration on the ARTG may have conditions associated with it.

From the time that the TGA accepts the initial application for evaluation, the TGA must complete the evaluation and make a decision on the registration of the product within at least 255 working days. If not completed within 255 working days, the TGA forfeits 25% of the evaluation fee otherwise payable by the sponsor, but any time spent waiting for a response from the sponsor is not included in the 255 working days. The TGA also has a system of priority evaluation for products that meet certain criteria, including where the product is a new chemical entity that it is not otherwise available on the market as an approved product, and is for the treatment of a serious, life-threatening illness for which other therapies are either ineffective or not available.

U.S. Regulatory Requirements

The FDA regulates and imposeimposes substantial requirements upon the research, development, pre-clinical and clinical testing, labeling,labelling, manufacture, quality control, storage, approval, advertising, promotion, marketing, distribution, import and export of pharmaceutical products including drugs and biologics, as well as significant reporting and record-keeping obligations. State governments may also impose obligations in these areas.

In the U.S., pharmaceutical products are regulated by the FDA under the Federal Food, Drug, and Cosmetic Act or FDCA,(“FDCA”), and other laws including in the case of biologics, the Public Health Service Act and the acts’ implementingother acts that implement regulations. The Company believes but cannot be certain, that the FDA will regulate its products will be regulated as drugs by the FDA.drugs. The process required by the FDA before drugs may be marketed in the U.S. generally involves the following:

The testing and approval process requires substantial time, effort, and financial resources, and the Company cannot be certain that any approval will be granted on a timely basis, if at all.

The results of the pre-clinical studies, clinical experience together with initial specified manufacturing information, the proposed clinical trial protocol, and information about the participating investigators are submitted to the FDA as part of an IND, which must become effective before the Company may begin human clinical trials in the U.S. Additionally, an independent Institutional Review Board (‘IRB’)IRB must review and approve each study protocol and oversee conduct of the trial. An IND becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day period, raises concerns or questions about the conduct of the trials as outlined in the IND and imposes a clinical hold. If the FDA imposes a clinical hold, the IND sponsor must resolve the FDA’s concerns before clinical trials can begin. Pre-clinical tests and studies can take several years to complete, and there is no guarantee that an IND submitted, based on such tests and studies, will become effective within any specific time period, if at all.

Human clinical trials are typically conducted in three sequential phases that may overlap.overlap, which are:

The Company cannot be certain that it will successfully complete Phase I, Phase II or Phase III testing of its products within any specific time period, if at all. Furthermore, the FDA, the IRB or the Company may suspend or terminate clinical trials at any time on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk.

Results of pre-clinical studies and clinical trials, as well as detailed information about the manufacturing process, quality control methods, and product composition, among other things, are submitted to the FDA as part of an NDA seeking approval to market and commercially distribute the product on the basis of a determination that the product is safe and effective for its intended use. Before approving an NDA, the FDA will inspect the facilities at which the product is manufactured and will not approve the product unless cGMPGMP compliance is satisfactory. If applicable regulatory criteria are not satisfied, the FDA may deny the NDA or require additional testing or information. As a condition of approval, the FDA also may require post-marketing testing or surveillance to monitor the product’s safety or efficacy. Even after an NDA is approved, the FDA may impose additional obligations or restrictions (such as labelling changes), or even suspend or withdraw a product approval on the basis of data that arise after the product reaches the market, or if compliance with regulatory standards is not maintained. The Company cannot be certain that any NDA it submits will be approved by the FDA on a timely basis, if at all.all will approve any NDA it submits. Also, any such approval may limit the indicated uses for which the product may be marketed. Any refusal to approve, delay in approval, suspension or withdrawal of approval, or restrictions on indicated uses could have a material adverse impact on the Company’s business prospects.

Each NDA must be accompanied by aA user fee, pursuant to the requirements of the Prescription Drug User Fee Act or PDUFA,(“PDUFA”), and its amendments.amendments, must accompany each NDA. According to the FDA’s fee schedule, effective on October 1, 20122015, for the fiscal year 2013,2017, the user fee for an application requiring clinical data, such as an NDA, is US$1,958,800.2,038,100. The FDA adjusts the PDUFA user fees on an annual basis. PDUFA also imposes an annual product fee for prescription drugs and biologics (US$98,380)97,750), and an annual establishment fee (US$526,500)512,200) on facilities used to manufacture prescription drugs and biologics. A written request can be submitted for a waiver under certain circumstances. Waivers may be possible for the application fee for the first human drug application that is filed by a small business, as defined by the FDCA, but there are no small business waivers for product or establishment fees. Waivers may also be possible for one or more fees, upon written request, when a waiver or reduction is necessary to protect the public health, the user fees would present a significant barrier to innovation, or the fees are anticipated to exceed the present or future costs incurred by FDA. The Company is not at the stage of development with its products where it is subject to these fees, but they are significant expenditures that may be incurred in the future and must be paid at the time of application submissions to FDA.

Satisfaction of FDA requirements typically takes several years. The actual time required varies substantially, based upon the type, complexity, and novelty of the pharmaceutical product, among other things. Government regulation imposes costly and time-consuming requirements and restrictions throughout the product life cycle and may delay product marketing for a considerable period of time, limit product marketing, or prevent marketing altogether. Success in pre-clinical or early stage clinical trials does not ensure success in later stage clinical trials. Data obtained from pre-clinical and clinical activities are not always conclusive and may be susceptible to varying interpretations that could delay, limit, or prevent marketing approval. Even if a product receives marketing approval, the approval is limited to specific clinical indications. Further, even after marketing approval is obtained, the discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market.

After product approval, there are continuing significant regulatory requirements imposed by the FDA, including record-keeping requirements, obligations to report adverse events in patients using the products, and restrictions on advertising and promotional activities. Quality control and manufacturing procedures must continue to conform to cGMPs,GMPs, and the FDA periodically inspects facilities to assess cGMPGMP compliance. Additionally, post-approval changes in ingredient composition, manufacturing processes or

facilities, product labelling, or other areas may require submission of a NDA Supplement to the FDA for review and approval. New indications will require additional clinical studies and submission of a NDA Supplement. Failure to comply with FDA regulatory requirements may result in an enforcement action by the FDA, including Warning Letters,warning letters, product recalls, suspension or revocation of product approval, seizure of product to prevent distribution, impositions of injunctions prohibiting product manufacture or distribution, and civil and criminal penalties. Maintaining compliance is costly and time-consuming. The Company cannot be certain that it, or its present or future suppliers or third-party manufacturers, will be able to comply with all FDA regulatory requirements, and potential consequences of noncompliancenon-compliance could have a material adverse impact on it’sits business prospects.

The FDA’s policies may change, and additional governmental regulations may be enacted that could delay, limit, or prevent regulatory approval of the Company’s products or affect its ability to manufacture, market, or distribute its products after approval. Moreover, increased attention to the containment of healthcare costs in the U.S. and in foreign markets could result in new government regulations that could have a material adverse effect on the business. The Company’s failure to obtain coverage, an adequate level of reimbursement, or acceptable prices for future products could diminish any revenues the Company may be able to generate. The Company’s ability to commercialize future products will depend in part on the extent to which coverage and reimbursement for the products will be available from government and health administration authorities, private health insurers, and other third-party payers. European UnionEU member states and U.S. government and other third-party payers increasingly are attempting to contain healthcare costs by consideration of new laws and regulations limiting both coverage and the level of reimbursement for new drugs. The Company cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the U.S. or abroad.

The Company’s activities may also be subject to state laws and regulations that affect the its ability to develop and sell products. The Company is also subject to numerous federal, state, and local laws relating to such matters as safe working conditions, clinical, laboratory, and manufacturing practices, environmental protection, fire hazard control, and disposal of hazardous or potentially hazardous substances. The Company may incur significant costs to comply with such laws and regulations now or in the future, and the failure to comply may have a material adverse impact on business prospects.the Company.

The FDCA includes provisions designed to facilitate the development and expedite the review of drugs and biological products intended for treatment of serious or life-threatening conditions that demonstrate the potential to address unmet medical needs for such conditions. These provisions set forth a procedure for designation of a drug as a “fast track product”. The fast track designation applies to the combination of the product and specific indication for which it is being studied. A product designated as fast track is ordinarily eligible for additional programs for expediting development and review, but products that are not in fast trackfast-track drug development programs may also be able to take advantage of these programs if they meet the necessary requirements. These programs include priority review of NDAs and accelerated approval. Drug approval under the accelerated approval regulations may be based on evidence of clinical effect on a surrogate endpoint that is reasonably likely to predict clinical benefit. A post-marketing clinical study will be required to verify clinical benefit, and other restrictions to assure safe use may be imposed.

Under the Drug Price Competition and Patent Term Restoration Act of 1984, a sponsor may obtain marketing exclusivity for a period of time following FDA approval of certain drug applications, regardless of patent status, if the drug is a new chemical entity or if new clinical studies were required to support the marketing application for the drug. This marketing exclusivity prevents a third party from obtaining FDA approval for an identical or nearly identical drug under an Abbreviated New Drug Application or a “505(b)(2) New Drug Application”. The statute also allows a patent owner to obtain an extension of applicable patent terms for a period equal to one-half the period of time elapsed between the filing of an IND and the filing of the corresponding NDA plus the period of time between the filing of the NDA and FDA approval, with reductions taken for any time an applicant did not act with due diligence. There is a five yearfive-year maximum patent extension and a maximum of 14 years protection from product approval. The Company cannot be certain that it will be able to take advantage of either the patent term extension or marketing exclusivity provisions of these laws.

The Best Pharmaceuticals for Children Act or BPCA,(“BPCA”), signed into law on January 4, 2002, was reauthorized and amended by the FDA Amendments Act of 2007 or FDAAA.(“FDAAA”). The reauthorization of BPCA provides an additional six months of exclusivity to NDA applicants that conduct and file acceptable pediatricpaediatric studies of new and currently-marketedcurrently marketed drug products for which pediatricpaediatric information would be beneficial, as identified by FDA in a PediatricPaediatric Written Request. The PediatricPaediatric Research Equity Act or PREA,(“PREA”), signed into law on December 3, 2003, also was reauthorized and amended by FDAAA. The reauthorization of PREA requires that most applications for drugs and biologics include a pediatricpaediatric assessment (unless waived or deferred) to ensure the drugs’ and biologics’ safety and effectiveness in children. Such pediatricpaediatric assessment must contain data, gathered using appropriate formulations for each age group for which the assessment is required, that are adequate to assess the safety and effectiveness of the drug or the biological product for the claimed indications in all relevant pediatricpaediatric subpopulations, and to support dosing and administration for each pediatricpaediatric subpopulation for which the drug or the biological product is safe and effective. The pediatricpaediatric assessments can only be deferred provided there is a timeline for the completion of such studies. The FDA may partially waive (partially or fully)fully waive the pediatricpaediatric assessment requirement for several reasons, including if the applicant can demonstrate that necessary studies are impossible or highly impracticable. The FDA Safety and Innovation Act permanently renewed and strengthened BPCA and PREA.

European Union Regulatory Requirements

Outside the U.S., the Company’s ability to market its products will also be contingent upon receiving marketing authorizations from the appropriate regulatory authorities and compliance with applicable post-approval regulatory requirements. Although the specific requirements and restrictions vary from country to country, as a general matter, foreign regulatory systems include risks similar to those associated with FDA regulation, described above. Under EU regulatory systems, marketing authorizations may be submitted either under a centralized or a national procedure. Under the centralized procedure, a single application to the European Medicines Agency (EMA)(“EMA”) leads to an approval granted by the European Commission whichthat permits the marketing of the product throughout the EU. The centralized procedure is mandatory for certain classes of medicinal products, but optional for others. For example, all medicinal products developed by certain biotechnological means, and those developed for cancer and other specified diseases and disorders, must be authorized via the centralized procedure. The Company assumes that the centralized procedure will apply to its products that are developed by means of a biotechnology process. The national procedure is used for products that are not required to be authorizedrequiring authorization by the centralized procedure. Under the national procedure, an application for a marketing authorization is submitted to the competent authority of one memberone-member state of the EU. The holders of a national marketing authorization may submit further applications to the competent authorities of the remaining member states via either the decentralized or mutual recognition procedure. The decentralized procedure enables applicants to submit an identical application to the competent authorities of all member states where approval is sought at the same time as the first application, while under the mutual recognition procedure, products are authorized initially in one memberone-member state, and other member states where approval is sought are then requested to recognize the original authorization based upon an assessment report prepared by the original authorizing competent authority. Both the decentralized and mutual recognition procedures should take no longer than 90 days, but if one memberone-member state makes an objection, which under the legislation can only be based on a possible risk to human health, the application will be automatically referred to the Committee for Medicinal Products for Human Use (CHMP)(“CHMP”) of the EMA. If a referral for arbitration is made, the procedure is suspended. However, member states that have already approved the application may, at the request of the applicant, authorize the product in question without waiting for the result of the arbitration. Such authorizations will be without prejudice to the outcome of the arbitration. For all other concerned member states, the opinion of the CHMP, which is binding, could support or reject the objection or alternatively could reach a compromise position acceptable to all EU countries concerned. The arbitration procedure may take an additional year before a final decision is reached and may require the delivery of additional data.

As with FDA approval, the Company may not be able to secure regulatory approvals in Europethe EU in a timely manner, if at all. Additionally, as in the U.S., post-approval regulatory requirements, such as those regarding product manufacture, marketing, or distribution, would apply to any product that is approved in Europe,the EU, and failure to comply with such obligations could have a material adverse effect on the Company’s ability to successfully commercialize any product.

The conduct of clinical trials in the European UnionEU is governed by the European Clinical Trials Directive (2001/20/EC), which was implemented in May 2004. This Directive governs how regulatory bodies in member states control clinical trials. No clinical trial may be started without a clinical trial authorization granted by the national competent authority and favorable ethics approval.

Accordingly, there is a marked degree of change and uncertainty both in the regulation of clinical trials and in respect of marketing authorizations whichthat face the Company or its products in Europe.the EU.

StockmarketStock market listing compliance

On November 7, 2014, NASDAQ notified the Company that it did not comply with Listing Rule 5550(b) (Rule), which requires a minimum $2,500,000 stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations. The Company submitted a plan to regain compliance on December 18, 2014 and January 19, 2015 (“Submission”). Following the Submission, NASDAQ granted on January 26, 2015 an extension to regain compliance with the Rule. On April 28, 2015, NASDAQ advised the Company that it had regained full compliance with the Rule.

The Company has met the compliance requirements for both its Nasdaq and ASX listings and accordingly has not been in breach of those requirements.

Organizational Structurestructure

Corporate Structure

Novogen Limited is a public company limited by sharesincorporated in Australia and is incorporated and domiciled in Australia. Novogen Limited and its controlled entities “Novogen” or the “Group” or ‘consolidated entity’ have prepared a consolidated financial report incorporating the entities that Novogen Limited controlled as at the end of fiscal 2013, which includedhas the following controlled entities:wholly-owned subsidiaries:

Property, Plantplant and Equipmentequipment

The Company leases moderate office space in Hornsby, New South Wales which is used as Novogen’s corporate headquarters. TheTo accommodate its growth, the Company has entered into a short termnew 3-year lease, onstarting November 2015. The office lease contains two renewal options, each for a three-year period. These renewal options may be cancelled by the Company. The Company at this property which expires in May 2016. On renewal,stage intends to exercise the termstwo remaining options. In order to exercise an option, the Company must inform the lessor no later than 6 months prior to the end of the lease, are renegotiated. The Company believes these facilities will adequately meetby which time it must commit to the Company’s needs forterm of the foreseeable future.

NoneNone.

The following discussion and analysis should be read in conjunction with Item 18. “Financial Statements” included below. Operating results are not necessarily indicative of results that may occur in future periods. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of many factors including, but not limited to, those set forth under “Forward-Looking Statements” and “Risk Factors” in Item 3.3 “Key Information” included above in this Annual Report.Report onForm 20-F. All forward-looking statements included in this document are based on the information available to the Company on the date of this document and the Company assumes no obligation to update any forward-looking statements contained in this Annual Report.Report on Form 20-F.

ApplicationCritical accounting policies

We prepare our financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). As such, we are required to make certain estimates, judgments, and assumptions that management believes are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of Critical Accounting Policies

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies are summarized in Item 18. “Financial Statements –- Note 1 – Summary of2 - Significant Accounting Policies”.

Revenue recognitionIncome taxes

RevenueThe Company has not recognized deferred tax assets relating to carried forward tax losses and taxable temporary differences since the Company is recognisedcurrently in a loss making position and unable to generate taxable income to utilize the extent that itcarried forward tax losses and taxable temporary differences. The utilization of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped. Significant judgment is probable that the economic benefits will flow to the consolidated entity and the revenue can be reliably measured. Inrequired in determining the economic benefits, provisionsworldwide provision for income taxes. There are madecertain transactions and calculations undertaken during the ordinary course of business for certain trade discountswhich the ultimate tax determination is uncertain. The Company estimates its tax liabilities based on the Company’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and returned goods.

Returns

Overdeferred income tax assets and liabilities in the last three years, returns and estimates of return liability were not considered material and are detailed below.period in which such determination is made.

DiscountsShare-based Payment Transactions

DiscountsThe Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are generally calculatedgranted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next Annual Reporting period but may impact profit or loss and equity.

Research and Development

We expense all internal research and development expenditures as deductions off the Company’s invoice pricecosts relate to the initial expenditure for research and as such do not require significant judgment in determining accrual amounts. Overdevelopment of biopharmaceutical products and the last three years, the discounts and estimategeneration of claims werefuture economic benefits is not considered materialprobable given the stage of development. It was considered appropriate to expense the research and are detailed below:development costs as they did not meet the criteria to be capitalized under IAS 38.

The Australian Research and Development Tax Incentive is a government run program which helps to offset some of the costs of R&D. Annually, the Company claims a refundable tax offset and has disclosed this as other income in the statement of profit or loss and other comprehensive income. The Company currently accounts for R&D Tax Incentive on a cash basis due to the difficulty of making reasonable estimation as at year end.

Inventory adjustmentsImpairment of Assets

Inventories are measuredWe assess impairment of non-financial assets at each reporting date by evaluating conditions specific to the lower of cost or net realizable value. The Company reviewedand parent entity and to the components of inventory on a regular basis for excess, obsolete and impaired inventory based on estimated future usage and sales. Followingparticular asset that may lead to impairment. If an impairment trigger exists, the salerecoverable amount of the consumer business in August 2011, the Company no longer owns any inventory.asset is determined. This involves fair value less costs to sell or value-in-use calculations, which incorporate a number of key estimates and assumptions such as cash flow projections and discount rate.

For additional information on significant accounting policies refer to Item 18. “Financial Statements –- Note 1 – Summary of2 - Significant Accounting Policies”.

Discontinued operations

On November, 27 2012, the Company disposed of the operations of MEI Pharma, Inc. (‘MEI’) and its subsidiary MEI Pharma Pty Limited in which it held majority ownership, via an in-specie distribution to its shareholders. MEI held the intellectual property originally developed by Novogen in the field of isoflavonoid drugs. The net gain on disposal was A$5.0 million. This has been classified as a discontinued operation for the purpose of this report.

On August 1, 2011 Novogen completed the sale of its consumer products business to Pharm-a-Care Laboratories Pty Limited for a total sale price of A$9.5 million in cash, resulting in a net gain of A$8.0 million. This business has been classified as a discontinued operation for the purposes of this report.

Results of operationsOperating results

The following table provides a summary of revenues and income for the past three fiscal years:

Restatement of comparatives

Comparative information in the profit and loss statement has been restated to correct an immaterial error in classification of expenses. The profit and loss for Fiscal 2014 and Fiscal 2013, included salary and related general expenses of scientists totalling A$853,000 and A$1,101,000 respectively in general and administrative expenses. These expenses have been reclassified from general and administrative expenses to supplementresearch and development expenses. The restatement is to reflect the nature of the expense in a more detailed discussions below:

Statements of profit or lossaccurate manner. A third balance sheet has not been presented as the reclassification is immaterial and other comprehensive income

For the year ended 30 June 2013

Operating Results – Fiscal 2013 compared to Fiscal 2012

Revenue

Revenue of $1.1million in 2013 decreased by $0.3million and consisted primarily of deferred Royalty income from Archer Daniels Midlands. The decrease resulted from revenue recognised under the Royalty agreement ceasing in May 2013, and also from a decrease in interest income received.

Net loss

The operating loss attributable to Novogen shareholders forhas no impact on the financial year was $1.0 million, after allowing for profits attributable to non-controlling interests of A$0.2 million, compared to a profit of A$1.3 million for the previous year.

The net loss from continuing operations after income tax for the consolidated entityresults for the year ended June 30, 2014, and June 30, 2013, or the closing financial position at that date.

Fiscal 2016 compared to fiscal 2015

Revenue and other income

The Company’s revenue, which is solely interest income derived from interest bearing bank account, increased byfrom A$0.04 million89,000 in 2015 to A$1.51406,000 in 2016 as a result of capital raisings in April and June 2015 that raised aggregate gross proceeds of A$33.2 million, thus providing for higher interest returns on increased bank account cash balances in fiscal 2016.

Net foreign exchange gain decreased 30% from A$1.471.1 million forin fiscal 2015 to A$0.8 million in fiscal 2016 due to less volatility in the previous year. Partexchange rate.

Research and development grant (rebate) increased 86% from A$1.5 million in fiscal 2015 to A$2.9 million in fiscal 2016 due to higher level of eligible research and development expense in fiscal 2016. The Australian federal government’s Research and Development Tax incentive program cash refund changes from 45% to 43.5% from July 2016. We note that the Australian government recently received a recommendation from a review panel recommending a reduction of the increase was dueamount of the expensinggrants available to small entities such as Novogen to a maximum of imputed interestA$2 million per annum commencing fiscal year 2018. Any such change in the Research and Development Tax Incentive program could have a material adverse affect on the convertible note of A$0.13 million.Company’s research and development grant (rebate) as well as on our future cash flows and financial position.

Expenses

Research and development expenses increased A$4.0 million from continuing operations have decreased by A$0.65.9 million in fiscal 2015 to A$0.39.9 million forin fiscal 2016 due to higher research and development activity in fiscal 2016, including the year ended June 30, 2013, which represents discontinuationcompletion of expenditure relatednecessary Chemistry, Manufacturing and Controls activity in relation to the previous operations.Cantrixil program, as required by the FDA and finalization of the first-in-human Phase I clinical protocol. In relation to Anisina, the Company has manufactured both the active candidate drug substance and candidate drug product. The Company has also manufactured the candidate drug substance to cGMP in preparation for first-in-human clinical trials.

General and administrative costs increased A$2.0 million (53%) from continuing operations have decreased by A$0.23.8 million in fiscal 2015 to A$5.8 million in fiscal 2016 due, in large part, to a numberrental increase arising from a relocation of factors includingour headquarters in November 2015 as well as higher legal and consultancy fees.

There were no finance costs in fiscal 2016, representing a changedecrease of A$370,000 in boardcomparison with fiscal 2015, with the A$370,000 consisting of A$69,000 finance costs and management structureA$301,000 loss in fair value of convertible notes. There was no borrowing during fiscal 2016 as a result of the period.additional funds raised through the issue of equity securities in fiscal 2015.

The net profit

Net loss

As a result of the above and particularly the higher research and development expenses, the Company’s loss after income tax increased A$4.9 million (67%) from discontinued operations was A$0.77.3 million for the year ended June 30, 2013in fiscal 2015 to A$12.2 million in fiscal 2016.

Fiscal 2015 compared to A$0.1 million for the previous year ended June 30, 2012. The discontinued operations represent MEI and the Company’s consumer products business that were disposed of during the current and previous fiscal years.

The consumer products business was sold in August 2011 for A$9.5 million. Costs associated with the sale of this business include commission and legal fees of A$0.5 million and termination payments of A$1.0 million, resulting in a net gain from disposal of $A8.0 million.

The MEI business was divested in November 2012 via anin-speciedistribution. The net gain was A$5.0 million after adjusting for the derecognition of the foreign currency reserve and impairment provisions.

Operating Results – Fiscal 2012 compared to Fiscal 20112014

Revenue and other income

The consolidated entity earned revenuesCompany’s revenue, which is solely interest income derived from continuing operations forinterest bearing bank account, increased marginally from A$87,000 in fiscal 2014 to A$89,000 in fiscal 2015.

Net foreign exchange gain increased from none in fiscal 2014 to A$1.1 million in fiscal 2015 due to an increase in the year ended June 30, 2012 offoreign currency balances and transactions.

Research and development grant increased from A$342,000 in fiscal 2014 to A$1.5 million versusin fiscal 2015 due to higher level of eligible research and development expense in fiscal 2015.

Expenses

Research and development expenses increased A$2.02.6 million (79%) from A$3.3 million in the previous corresponding period. The decrease relatesfiscal 2014 to additional royalty revenue recognisedA$5.9 million in the prior periodfiscal 2015 due to ongoing implementation of research and development programs.

General and administrative costs for fiscal 2015 were A$3.8 million, representing an increase of A$428,000 in comparison with fiscal 2014. This increase is due to increased overheads with employment of more staff as a result of a renegotiation of the terms of the licence agreement, not repeated this period. The Company also experienced a decrease in the dividend income received from a small investment the Company held in Nox Technology, which was partially offset by an increase in interest earned due to higher cash balances held following the sale of the consumer products business.

The Company had been looking at strategic alternatives for its consumer products business. The consumer products business was not partsignificant growth of the Company’s longer term focusoperations.

Finance costs were A$370,000 in fiscal 2015, representing a decrease of therapeutic drug development. The Company commencedA$885,000 in comparison with fiscal 2014. This decrease is due to the repayment of borrowings during fiscal as a planned process to dispose of this business and in April 2011 appointed a financial advisor to actively search for a buyer. This process concluded with the saleresult of the consumer products business in August 2011. This business was been classified as a discontinued operation foradditional funds raised through the purposesissue of this report.

With the disposal of MEI via an in specie distribution in fiscal year 2013, this has also been classified as a discontinued operation in the year ended June 30, 2013.

The consolidated entity earned revenue from discontinued operations for the year ended June 30, 2012 of A$1.2 million versus A$11.6 million for the year ended June 30, 2011.equity securities.

Net profitloss

The operating profit attributable to Novogen shareholders forAs a result of the financial year ended June 30, 2012, after allowing for losses attributable to non-controlling interests of A$2.7 million, increased by A$7.8 million to A$1.3 million from aabove, the Company’s loss of A$6.5 million for the financial year ended June 30, 2011.

The net loss from continuing operations after income tax for the consolidated entity for the year ended June 30, 2012 reduced bydecreased 4% from A$3.87.6 million in fiscal 2014 to A$1.57.3 million from A$5.3 million for the previous year. The reduction in the consolidated entity’s net loss for the year ended June 30, 2012 was primarily due to reduced general and administrative expenses partly offset by increased research and development costs.

The net profit after tax from discontinued operations was A$0.1 million for the year ended June 30, 2012 compared to a loss of A$4.1 million for the previous year ended June 30, 2011. The discontinued operations represent the Company’s consumer products business which was sold in August 2011 for A$9.5 million. As a result, sales revenue represents only one months’ operations during the year ended June 30, 2012. Costs associated with the sale of the consumer business include commission and legal fees of A$0.5 million and termination payments of A$1.0 million. The discontinued operations also include MEI that was divested in the year ended June 30, 2013.fiscal 2015.

Liquidity and capital resources

Cash resources

AtWe have incurred cumulative losses and negative cash flows from operations since our inception and, as of June 30, 2013,2016, we had accumulated losses of A$161.5 million. We anticipate that we will continue to incur losses for at least the consolidated entitynext several years. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, other third-party funding and other collaborations, strategic alliances and licensing arrangements.

We had total fundsno borrowings in fiscal 2016 and do not currently have a credit facility.

As of $2.7 million compared to $8.3 million as at June 30, 2012.

During fiscal 2013, the consolidated entity2016, we had net cash outflows from operating activities of A$8.8 million compared to cash outflows of A$7.3 million in fiscal 2012.

The consolidated entity invests its cash and cash equivalents of A$33.5 million. Cash in interest bearing facilitiesexcess of immediate requirements is invested in accordance with variousour investment policy, primarily with a view to liquidity and capital preservation. Currently, our cash and cash equivalents are held in bank accounts. Our short-term investments consist of term deposits with maturity dates.within 90 days. At the end of fiscal 2013,June 30, 2016, term deposits amounting to A$2.113.0 million had a weighted average interest rate of 3.21%2.60% and cash deposits at call of A$0.620.4 million had a weighted average interest rate of 0.25%0.31%.

We expect to consume cash and incur operating losses for the foreseeable future as the Company continues developing its oncology drug candidates. The impact on cash resources and results from operations will vary with the extent and timing of the future clinical trial program. While it is not possible to make accurate predictions of future operating results, we expect existing cash and cash equivalents will be sufficient to enable us to continue or research and development activities until approximately second quarter fiscal 2018.

Cash flows

The consolidated entity has a multi option facility with St George Bank Limited, an Australian commercial bank,following table set forth the sources and uses of A$0.25 million, which was fully utilised to support the security deposit in place covering the bank guarantee required under the leasecash for the premises previously occupiedpast three fiscal years: