0001393825-11-000028.txt : 20110803
0001393825-11-000028.hdr.sgml : 20110803
20110803112317
ACCESSION NUMBER: 0001393825-11-000028
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110803
DATE AS OF CHANGE: 20110803
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARSHALL EDWARDS INC
CENTRAL INDEX KEY: 0001262104
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 510407811
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79594
FILM NUMBER: 111006011
BUSINESS ADDRESS:
STREET 1: 11975 EL CAMINO REAL
STREET 2: SUITE 101
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: 858-792-6300
MAIL ADDRESS:
STREET 1: 11975 EL CAMINO REAL
STREET 2: SUITE 101
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management, L.P.
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 120 BROADWAY, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10271
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 120 BROADWAY, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10271
SC 13G
1
mshl_sc13g.txt
MARSHALL EDWARDS INC SC13G
1
mshl_sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Marshall Edwards, Inc.
(Name of Issuer)
Common Shares, par value 0.00000002 per share
(Title of Class of Securities)
572322402
(CUSIP Number)
July 25, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page. The information required in 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).
Page 1 of 10 Pages
CUSIP No. 572322402 13G Page 2 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 9.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 572322402 13G Page 3 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 9.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 572322402 13G Page 4 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
417,609 Common Shares
Series A Warrants to purchase up to 1,125,282 Common Shares, which expire on
11/18/16 (see Item 4)*
Series B Warrants to purchase up to 1,082,767 Common Shares, which expire on
5/18/12 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (See Item 4)
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 9.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 572322402 13G Page 5 of 10 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Marshall Edwards, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
11975 El Camino Real, Suite 101
San Diego, CA 92130
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay
Capital Management, L.P. (the "Investment Manager") and Mr. Sander Gerber
("Mr. Gerber"), who are collectively referred to herein as
"Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Investment
Manager and Mr. Gerber is:
120 Broadway, 40th Floor
New York, NY 10271
The address of the principal business office of Hudson Bay Master Fund
Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Shares, par value $0.00000002 per share (the "Common Shares")
Item 2(e) CUSIP Number
572322402
CUSIP No. 572322402 13G Page 6 of 10 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of
the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
On the date of the event which requires the filing of this Schedule 13G,
each of the Reporting Persons may have been deemed to be the beneficial owner
of more than five percent of the Common Shares. The Company's Definitive
Information Statement on Schedule 14C filed on July 5, 2011, indicates that the
total number of Common Shares outstanding as of May 16, 2011 was 8,045,872.
In addition, as further disclosed in the Company's Definitive Information
Statement, the Company issued 835,217 shares of Common Stock on May 16, 2011.
The percentages set forth on Row ll of the cover page for each Reporting Person
is based on the Company's total number of outstanding Common Shares, which
equals 8,881,089, and assumes the exercise of the reported warrants
(the 'Reported Warrants') subject to the Blocker (as defined below).
CUSIP No. 572322402 13G Page 7 of 10 Pages
-----------------------------------------------------------------------------
Pursuant to the terms of the Reported Warrants, the Reporting Persons
cannot exercise any of the Reported Warrants until such time as the Reporting
Persons would not beneficially own, after any such exercise, more than 9.99%
of the outstanding Common Shares (the 'Blocker').
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of all
Common Shares held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the
managing member of Hudson Bay Capital GP LLC, which is the general partner
of the Investment Manager. Each of Hudson Bay Master Fund Ltd. and
Mr. Gerber disclaims beneficial ownership of these securities. Hudson Bay
Master Fund Ltd. is named as Reporting Person herein solely to report the
securities held in its name.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 572322402 13G Page 8 of 10 Pages
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Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of August 3, 2011, by and among
Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P.,
and Sander Gerber.
CUSIP No. 572322402 13G Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: August 3, 2011
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 572322402 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on or
about the date hereof with respect to the beneficial ownership by the
undersigned of the Common Shares, par value $0.00000002 per share, of
Marshall Edwards, Inc. is being filed, and all amendments thereto will
be filed, on behalf of each of the persons and entities named below in
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
Dated as of August 3, 2011
HUDSON BAY MASTER FUND LTD HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: Hudson Bay Capital Management, L.P. By: /s/ Sander Gerber
Name: Sander Gerber
Investment Manager Title: Authorized Signatory
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-17119109.2