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 April, 2015
Commission File Number
Novogen Limited
(Translation of registrant’s name into English)
16-20 Edgeworth David Ave, Hornsby, NSW 2077, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ 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 þ
If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Novogen Limited(Registrant)
Lionel Mateo
Lionel Mateo
Company Secretary
Date 29 April 2015
ASX:NRT
NASDAQ:NVGN
Novogen Ltd (Company)
ABN 37 063 259 754
Capital Structure
Ordinary Shares on issue:
343 M
Board of Directors
Dr Graham Kelly Chairman & Executive Director
Steve Coffey Non Executive Director
John O’Connor Non Executive Director
Prof Peter Gunning Non Executive Director | MARKET RELEASE 29 April 2015
NOVOGEN COMPLETES THE PRIVATE PLACEMENT OF EQUITY
Sydney, 29 April 2015 -US-Australian drug discovery company, Novogen Limited (NRT: ASX; NVGN: NASDAQ) (Novogen or Company), announced today that it has completed the placement to US institutional investors of 51,750,000 ordinary shares, raising a total of $15,525,000 (before costs), as previously announced to the market on 21 April 2015.
Subject to Shareholder approval, the Company will issue 51,750,000 unlisted options exercisable at $0.30 within 6 months from the date of issue and 25,875,000 unlisted options exercisable at $0.40 within 5 years from the date of issue.
Dr Graham Kelly, Novogen group CEO and Executive Chairman, said, “This is the first of a three-step process that has been designed to deliver the financial security that the Company needs to commit to a substantial growth strategy. The second step will see the Company complete a pro-rata, non-renounceable Rights Issue offering in early June, which the Company believes will be fully subscribed, bringing its cash position mid-year to about $44M.”
“The third step involves the tranche of options with a 6-month exercise term, that are intended to take advantage of current strong market sentiment for the biotech sector, along with an anticipated strong news flow over the remainder of this year following the ramping up of the Company’s broad R&D programs.”
“We now have certainty and the means to grow into the extraordinary opportunity that our two drug technology platforms have presented us with,” Kelly said.
The funds will be applied to bringing a pipeline of 3 oncology drugs (Cantrixil, Trilexium, Anisina) through the clinic to the point intended to test their ability to provide a meaningful clinical benefit to patients with abdominal cancers (malignant ascites), adult and paediatric brain cancers, neuroblastoma, malignant melanoma and castrate-resistant prostate cancer. In the non-oncology space, the programs of ulcerative colitis, repair of brain and spinal injury, the treatment of muscular dystrophies, and the treatment of lysosomal storage diseases, will all now be moved into active phases with the intention of identifying at least 3 candidate drugs to be made clinic-ready within 2 years.
About Novogen
Novogen is a public, Australian-US drug-development company whose shares trade on both the Australian Securities Exchange (‘NRT’) and NASDAQ (‘NVGN’). The Novogen group includes US-based, CanTx Inc, a joint venture company with Yale University. Novogen has two main drug technology platforms: super-benzopyrans (SBPs) and anti-tropomyosins (ATMs). SBP compounds have been designed to kill the full heterogeneity of cells within a tumor, but with particular activity against the slowly-dividing, less differentiated cancer stem (tumor-initiating) cell. The ATM compounds target the micro-filament component of the cancer cell’s cytoskeleton and have been designed to combine with anti-microtubule drugs (taxanes, vinca alkaloids) to produce comprehensive and fatal destruction of the cancer cell cytoskeleton. The Company pipeline currently comprises two SBP drug candidates (TRXE-002, TRXE-009) and one ATM drug candidate (Anisina). | |||
For more information, please visitwww.novogen.com
Corporate Contact Dr. Graham Kelly Executive Chairman & CEO Novogen Group Graham.Kelly@novogen.com +61 (0) 2 9472 4100 | Media Enquiries Cristyn Humphreys Chief Operating Officer Novogen Group Cristyn.Humphreys@novogen.com +61 (0) 2 9472 4111 |
Forward Looking Statement
All statements other than statements of historical fact included in this announcement including, without limitation, statements regarding future plans and objectives of Novogen Limited (“Novogen”) are forward-looking statements. When used in this announcement, forward-looking statements can be identified by words such as ‘may’, ‘could’, ‘should’, ‘would’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’ or ‘intends’ and other similar words that involve risks and uncertainties.
Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks, economic and political risks.
These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Novogen, its directors and management, which could cause Novogen’s actual results to differ materially from the results expressed or anticipated in these statements.
Novogen cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors.
Novogen does not undertake to update or revise forward- looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and stock exchange listing requirements.