UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and
Amendments Thereto Filed Pursuant to 13d-2(a)
(Amendment No. 3)*
| Marshall Edwards, Inc. |
(Name of Issuer)
| Common Stock, par value $0.00000002 per share |
(Title of Class of Securities)
| 572322402 |
(CUSIP Number)
| Mark Hinze Chief Financial Officer Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113 Australia Tel: 61-2-9878-0088 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| September 27, 2011 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 572322402 | 13D PAGE 2 OF 8 PAGES |
| (1) |
NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Novogen Limited | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS*
OO | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ¨ ITEM 2(d) OR 2(e)
| |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION:
Novogen Limited is organized under the laws of Australia | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
11,401,162(1) | ||||
| (8) | SHARED VOTING POWER
0 | |||||
| (9) | SOLE DISPOSITIVE POWER
11,401,162(1) | |||||
| (10) | SHARED DISPOSITIVE POWER
0 | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,401,162(1) | |||||
| (12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| (13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5% (1) | |||||
| (14) |
TYPE OF REPORTING PERSON
CO | |||||
| 1 | Includes 6,574,162 shares of common stock, par value $0.00000002 per share (the “Common Stock”), and 4,827,000 shares of Common Stock issuable upon conversion of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Convertible Preferred Stock”). Please see the response to Item 5. of this report for a description of certain circumstances under which the Series A Convertible Preferred Stock may be converted into 9,654 shares of Common Stock per share of Series A Convertible Preferred Stock for an aggregate of 9,654,000 shares of Common Stock. |
| CUSIP NO. 572322402 | 13D PAGE 3 OF 8 PAGES |
This Amendment No. 3 (“Amendment No. 3”) to the Statement on Schedule 13D, originally filed on August 7, 2008 (as amended by Amendments No. 1 and 2 thereto, the “Statement”) amends Items 1, 3, 4, 5, 6 and 7 of the Statement. Capitalized terms used but not defined in this Amendment No. 3 shall have the respective meanings ascribed to them in the Statement.
| Item 1. | SECURITY AND ISSUER. |
This Amendment No. 3 relates to the common stock, par value $0.00000002 per share, of Marshall Edwards, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware. The principal executive office of the Company is located at 11975 El Camino Real, Suite 101, San Diego, California, 92130.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 is hereby amended and supplemented as follows:
The information reported under Item 4 below is incorporated herein by reference.
| Item 4. | PURPOSE OF TRANSACTION. |
On September 27, 2011, Novogen entered into a Securities Subscription Agreement (the “Securities Subscription Agreement”) with the Company, pursuant to which Novogen purchased 1,333,333 shares (the “Shares”) of Common Stock, at a purchase price of $1.50 per Share, for total purchase price of $2 million, which was paid out of Novogen’s working capital.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 as set forth in the Statement is amended and restated in its entirety as follows:
The following information is provided as of October 1, 2011:
(a) Number of shares and percent of Common Stock beneficially owned as of October 1, 2011 by Novogen and each of the other persons listed on Schedule A hereto. Except as indicated below, the following information is based on 11,814,125 shares of Common Stock outstanding as of October 1, 2011:
| Name |
Number of Shares of Common Stock: | Percent of Common Stock: | ||||||
| Novogen |
11,401,162 | * | 68.5 | %* | ||||
| Josiah T. Austin |
461,184 | 3.9 | % | |||||
| William D. Rueckert |
2,085 | Less than 1 | % | |||||
| Peter D.A. Scutt |
0 | 0 | ||||||
| Ross C. Youngman |
0 | 0 | ||||||
| Peter R. White |
0 | 0 | ||||||
| Mark Hinze |
0 | 0 | ||||||
| Ron Erratt |
0 | 0 | ||||||
| * | Includes 6,574,162 shares of Common Stock outstanding on the date of this report, as well as 4,827,000 shares of Common Stock issuable upon conversion of all of the 1,000 shares of Series A Convertible Preferred Stock outstanding as of the date of this report. Each share of Series A Convertible |
| CUSIP NO. 572322402 | 13D PAGE 4 OF 8 PAGES |
| Preferred Stock is convertible at any time and from time to time and without the payment of additional consideration by the holder thereof into 4,827 shares of Common Stock, for an aggregate amount of 4,827,000 shares. In addition, if a Phase II clinical trial involving any of the isoflavone technology acquired by the Company pursuant to that certain Asset Purchase Agreement, dated as of December 21, 2010, between the Company, Novogen and Novogen Research Pty Limited, has achieved a statistically significant result (p=0.05 or less) or a first patient is enrolled in a Phase III clinical trial involving such technology, whichever is earlier, each share of the Series A Convertible Preferred Stock not already converted may thereafter be converted into 9,654 shares of Common Stock. |
(b) Novogen has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 6,574,162 of the shares reported above in this Item 5. Upon conversion of the Series A Convertible Preferred Stock, Novogen will have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the shares of Common Stock issued upon such conversion, subject to certain limitations on the transfer or other disposition of such shares of Common Stock as previously described in response to Item 4. of Amendment No. 2 to the Statement.
(c) Other than the acquisition of the Shares as reported in Item 4. of this Schedule 13D, Novogen has not effected any transactions in the Common Stock of the Company in the past sixty (60) days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Novogen.
(e) Not applicable.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 is hereby amended and supplemented as follows:
The information reported under Item 4 above is incorporated herein by reference.
In addition, in a letter dated September 28, 2011 (the “Novogen September 28 Letter”), Novogen committed to make an additional equity investment in the Company of $2,000,000 on or before June 30, 2012.
The foregoing description of the Securities Subscription Agreement and the Novogen September 28 Letter does not purport to be complete and is qualified in its entirety by reference to the full text of those documents that are included as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
The following additional materials are filed as Exhibits to this Amendment No. 3:
| Exhibit 1 |
Securities Subscription Agreement, dated as of September 27, 2011, between Novogen Limited and Marshall Edwards, Inc. (incorporated by reference to Exhibit 10.1 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2011 (File No. 000-50484)). |
| CUSIP NO. 572322402 | 13D PAGE 5 OF 8 PAGES |
| Exhibit 2 |
Letter, dated September 28, 2011, from Novogen Limited to Marshall Edwards, Inc. (incorporated by reference to Exhibit 10.2 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2011 (File No. 000-50484)). |
[The remainder of this page is intentionally left blank.]
| CUSIP NO. 572322402 | 13D PAGE 6 OF 8 PAGES |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 3, 2011
| NOVOGEN LIMITED | ||
| By: | /S/ WILLIAM D. RUECKERT | |
| Name: | William D. Rueckert | |
| Title: | Chairman | |
| CUSIP NO. 572322402 | 13D PAGE 7 OF 8 PAGES |
EXHIBIT INDEX
| Exhibit 1 |
Securities Subscription Agreement, dated as of September 27, 2011, between Novogen Limited and Marshall Edwards, Inc. (incorporated by reference to Exhibit 10.1 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2011 (File No. 000-50484)). | |
| Exhibit 2 |
Letter, dated September 28, 2011, from Novogen Limited to Marshall Edwards, Inc. (incorporated by reference to Exhibit 10.2 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2011 (File No. 000-50484)). | |
| CUSIP NO. 572322402 | 13D PAGE 8 OF 8 PAGES |
SCHEDULE A
Directors
| Name |
Position |
Principal Occupation |
Business Address |
Citizenship | ||||
| William D. Rueckert | Non-Executive Chairman of the Board of Directors | Managing Member, Oyster Management Group, LLC | 140 Wicks Road North Ryde, NSW 2113 Australia |
United States | ||||
| Josiah T. Austin | Non-Executive Director | Managing Member, El Coronado Holdings, LLC | 140 Wicks Road North Ryde, NSW 2113 Australia |
United States | ||||
| Peter D.A. Scutt | Non-Executive Director | Business Consultant | 140 Wicks Road North Ryde, NSW 2113 Australia |
Australia | ||||
| Ross C. Youngman | Non-Executive Director | Chief Executive Officer, Five Oceans Asset Management | 140 Wicks Road North Ryde, NSW 2113 Australia |
Australia | ||||
| Peter R. White | Non-Executive Director | Banking Executive | 140 Wicks Road North Ryde, NSW 2113 Australia |
United States | ||||
Executive Officers
| Name |
Position |
Business Address |
Citizenship | |||
| Mark Hinze | Chief Financial Officer | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia | |||
| Ron Erratt | Company Secretary | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia | |||