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 September, 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 30 September 2015
ASX:NRT
NASDAQ:NVGN
Novogen Ltd (Company)
ABN 37 063 259 754
Capital Structure
Ordinary Shares on issue:
424 M
Board of Directors
Mr Ian Phillips MNZM Interim Chairman
Mr Iain Ross Director Acting CEO
Mr Steve Coffey Non-Executive Director
Mr John O’Connor Non-Executive Director
Prof Peter Gunning Non-Executive Director
Mr Bryce Carmine Non-Executive Director | ASX RELEASE
30 September 2015
NOVOGEN APPLIES FOR LONG-TERM OPTIONS LISTING
Sydney, September 30, 2015 – US-Australian drug discovery company, Novogen Limited (ASX: NRT; NASDAQ: NVGN) today announced that it will apply for the listing of the Long-Term Options on ASX and anticipates that this request will be granted within the next week. An Appendix 3B has been released to the market in conjunction with this announcement.
The Long-Term Options were offered as part of the Company’s rights entitlement offer announced on 21 April 2015 (Rights Issue).
On 4 June 2015, as a result of the Rights Issue, including the shortfall, the Company issued:
• 58,971,151 ordinary shares;
• 58,971,151 unlisted options, with an exercise price of $0.30 per option and expiring on 4 December 2015 (Short-Term Options); and
• 29,485,999 unlisted options, with an exercise price of $0.40 per option and expiring on 4 June 2020 (Long-Term Options).
Acting CEO, Iain Ross, said the listing of the Long-Term Options would be a benefit to the shareholders who had supported the Company during the Rights Issue and thanked them for their ongoing support.
Options holders will be able to trade the securities on ASX, once the quotation is granted.
“The Company is now in a strong financial position to drive our lead drug candidates through their final requisite pre-clinical safety programs and ultimately into Phase 1 clinical trials, as quickly and as thoroughly as possible,” Mr Ross said.
“Having determined the Company’s top priorities, we are continuing to focus our valuable resources to achieve high value opportunities in a highly competitive market place and deliver value for shareholders,” Mr Ross said.
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Once granted, the trading code and price for the Long-Term Options will be listed on the Novogen website homepage together with more information regarding the trading of optionsLong-Term Options Listing FAQ
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 drug technology platforms [the superbenzopyrans (SBPs) and anti-tropomyosins (ATMs)] yielding drug candidates that are first-in-class with potential application across a range of degenerative diseases. Given the encouraging data from in vitro and in vivo pre-clinical proof-of-concept studies in the field of oncology, our immediate focus is to undertake their respective toxicology programs. Our target indication for Cantrixil is ovarian cancer, and Diffuse Intrinsic Pontine Glioma (DIPG) for Trilexium. While the initial target pediatric indication for Anisina has been identified as neuroblastoma, we are yet to identify the adult indication and are intending to open an all-comers Phase 1 trial initially based on our preclinical studies. For more information, please visitwww.novogen.com.
Media Enquiries:
Kym Robins
Marketing and Communications Director, Novogen Group
E:Kym.Robins@novogen.com /Ph: +61 (0) 2 9472 4109
Forward Looking Statement
This press release contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. The Company has tried to identify such forward-looking statements by use of such words as “expects,” “appear,” “intends,” “hopes,” “anticipates,” “believes,” “could,” “should,” “would,” “may,” “target,” “evidences” and “estimates,” and other similar expressions, but these words are not the exclusive means of identifying such statements. Such statements include, but are not limited to any statements relating to the Company’s drug development program, including, but not limited to the initiation, progress and outcomes of clinical trials of the Company’s drug development program, and any other statements that are not historical facts. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to the difficulties or delays in financing, development, testing, regulatory approval, production and marketing of the Company’s drug components, the ability of the Company to procure additional future sources of financing, unexpected adverse side effects or inadequate therapeutic efficacy of the Company’s drug compounds, that could slow or prevent products coming to market, the uncertainty of patent protection for the Company’s intellectual property or trade secrets, and other risks detailed from time to time in the filings the Company makes with Securities and Exchange Commission including its annual reports on Form 20-F and its reports on Form 6-K. Such statements are based on management’s current expectations, but actual results may differ materially due to various factions including those risks and uncertainties mentioned or referred to in this press release. Accordingly, you should not rely on those forward-looking statements as a prediction of actual future results.