UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2013.
Commission File Number ________________
Novogen Limited
(Translation of registrant’s name into English)
140 Wicks Road, North Ryde, NSW, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to
provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish
a report or other document that the registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home
country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as
long as the report or other document is not a press release, is not required to be and has not been distributed to
the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate by check mark if the registrant by furnishing the information contained in this form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes
No
If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Novogen Limited (Registrant)
(Signature) *
Andrew Bursill
Date 4 February 2013
* Print the name and title under the signature of the signing officer.
5 February 2013
ASX RELEASE
Allocation of Novogen Shares to Triaxial Pharmaceutical
Pty Ltd Shareholders
On 7 December 2012, Novogen Ltd (‘Novogen’) announced that it had acquired
all shares in the Australian biotechnology company, Triaxial Pharmaceuticals Pty
Ltd (ACN 139 717 543) (‘Triaxial’).
The purpose of the acquisition was to provide the Company with a new
technology platform that Triaxial believes offers the opportunity for the first
time to customize the design of anti-cancer drugs and to be able to manufacture
those drugs in a cost-effective and practical way.
The acquisition was funded through a loan to the value of $1,885,000 in the form
of a Convertible Note from Triaxial Shareholders to Novogen to be repaid in 4
tranches as follows:
Tranche 1 on completion of the acquisition;
Tranche 2 on completion of a Phase I trial;
Tranche 3 on receipt of an IND from the FDA;
Tranche 4 on completion of a Phase II trial.
Triaxial shareholders are entitled to convert tranche payments into ordinary
shares in Novogen Limited, which it now proposes to do with the first tranche in
the form of 15,400,000 ordinary Novogen shares. Under Listing Rule 7.1 which
allows a maximum issuance of 15% of issued capital within any 12-month
period, 13,600,000 shares are to be issued immediately and the remaining
1,800,000 shares in April 2013, upon shareholder approval.
The company intends to call an Extraordinary General Meeting of shareholders
within the next 3 months to ratify, among other things, the terms of the Triaxial
acquisition. Further details on this meeting will be forwarded to shareholders
shortly.
About Novogen
Novogen Ltd is a public Australian biotechnology company whose shares trade
on both the Australian Stock Exchange (symbol ‘NRT’) and NASDAQ (symbol
‘NVGN’). The Company is based in Sydney, Australia and is focused on the
development of a family of novel anti-cancer drugs based on super-benzopyran
and ‘stealth’ drug technologies. The Company’s inaugural drug candidate is CS-6.
About CS-6
CS-6 belongs to a new class of drug candidates known (structurally) as super-
benzopyrans displaying potent anti-cancer activity and demonstrating increased
bio-availability to cancer cells (‘stealth’ technology). CS-6 shows broad anti-
proliferative and cytotoxic activity against human cancer cells, with particular
activity against human glioblastoma cells. CS-6 also has been designed
deliberately to meet the major known criteria for crossing the blood-brain
barrier, and for that reason is being developed as a first-line for the treatment of
glioblastoma multiforme, the main form of primary brain cancer.
Further information
Contact Dr Graham Kelly, Chief Executive Officer.
T: (61 2) 9878 0088
M: (61) 0459 200 095
E: Graham.Kelly@novogen.com
Further information is available on the Company’s web site, www.novogen.com