6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2011

Commission File Number 000-29962

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 þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l): o

Note: Regulation S-T Rule 101 (b)( I) 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): o

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.

Novogen Limited’s Majority-Owned Subsidiary Marshall Edwards, Inc. Enters into Securities Purchase Agreement

On May 2, 2011, Marshall Edwards, Inc. (the “Marshall Edwards”), a majority-owned subsidiary of Novogen Limited (“Novogen”), entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”) pursuant to which Marshall Edwards has agreed to issue and sell to the Purchasers: (i) 835,217 shares (the “Common Shares”) of Marshall Edwards’ common stock, par value $0.00000002 (the “Common Stock”), at a purchase price of $1.333 per Share, and (ii) three separate series of warrants. The series A warrants (the “Series A Warrants”) will initially represent the right to purchase up to 626,413 shares of Common Stock. The series B warrants (the “Series B Warrants”) will initially represent the right to purchase up to 2,165,534 shares of Common Stock. The series C warrants (the “Series C Warrants”, and collectively with the Series A Warrants and the Series B Warrants, the “Warrants”) will initially be exercisable for zero shares of Common Stock, which amount will only be increased (but not decreased), up to a maximum of 16,000,000 shares of Common Stock, in the event the price of the Common Stock is below certain levels on certain dates during the one year period ending on the first anniversary of the date of the closing of the offering.

Upon issuance of the Common Shares, Novogen’s ownership of Marshall Edwards’ outstanding Common Stock will be reduced from approximately 65.1% to approximately 59.0%, subject to further reduction in the event any of the Warrants are exercised.

In connection with the Securities Purchase Agreement, Novogen and Marshall Edwards have entered into a voting agreement (“Voting Agreement”), dated May 2, 2011. Immediately after the execution of the Securities Purchase Agreement, pursuant to the terms of the Voting Agreement, Novogen executed a written consent approving the transactions contemplated by the Securities Purchase Agreement (collectively, the “Transaction”), which approval will become effective 20 days after Marshall Edwards has mailed a definitive information statement to its stockholders (the “Stockholder Approval”). Consummation of the Transaction is subject to certain conditions and the closing of the transactions contemplated by the Asset Purchase Agreement, dated December 21, 2010, between Novogen, Marshall Edwards and Novogen Research Pty Limited by May 13, 2011.

Also in connection with the Securities Purchase Agreement, Novogen has entered into a lock-up agreement (the “Lock-up Agreement”) pursuant to which it has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock or securities convertible or exchangeable for shares of Common Stock until December 24, 2011.

Terms of Warrants

The Series A Warrants will be exercisable any time on or after the six month anniversary of the closing of the offering and expire five years thereafter. The Series A Warrants will have an initial exercise price of $1.57, subject to certain downward adjustments in accordance with the Series A Warrants. The number of shares of Common Stock issuable upon exercise of the Series A Warrants will be increased by an amount equal to 75% of the number of shares of Common Stock issued upon each exercise of the Series B Warrants.

The Series B Warrants will be exercisable by the holders at any time on or after the first date on which certain conditions are satisfied, including that the Stockholder Approval has been obtained and that all of the Common Shares and shares of Common Stock issuable upon exercise of the Warrants are able to be resold without restriction or limitation pursuant to an effective registration statement or Rule 144 under the Securities Act. Marshall Edwards may also require the holders to exercise their Series B Warrants in the event of satisfaction of the conditions set forth in the first sentence of this paragraph, as well as certain

other equity conditions, including certain minimum trading volume requirements. The Series B Warrants will have an initial exercise price of $1.333 per share, subject to certain downward adjustments in accordance with the Series B Warrants, and will expire on the first anniversary of the closing of the offering.

The Series C Warrants will be exercisable twenty-six trading days after the earliest to occur of (1) the date that all securities that Marshall Edwards is required to register in connection with the Transaction, as well as the shares of Common Stock issuable upon exercise of the Series C Warrants, can be resold pursuant to an effective registration statement, (2) the date that the holder can sell all of the shares of Common Stock issuable upon exercise of the Series C Warrants pursuant to Rule 144 without any restrictions or limitations and (3) the six-month anniversary of the date of the closing of the offering. The Series C Warrants are exercisable solely on a cashless basis and have a nominal exercise price. The Series C Warrants will expire on the first anniversary of the date on which the Series C Warrants first become exercisable.

The Series A Warrants and the Series B Warrants are subject to certain anti-dilution adjustments, including upon the sale by Marshall Edwards of any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock at a price per share below the exercise price of the Series A Warrants or the Series B Warrants, or in the event Marshall Edwards subdivides or combines any of its outstanding shares of Common Stock into a greater or lesser number of shares.

This description does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Common Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act or applicable state securities laws.

Exhibit Index

Exhibit 99.1 Press release issued May 2, 2011 by Novogen Limited.

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 hereunto duly authorized.

NOVOGEN LIMITED
By:	/s/ Ronald Lea Erratt
	Ronald Lea Erratt
	Company Secretary

Dated: May 2, 2011

Exhibit Index

Exhibit 99.1 Press release issued May 2, 2011 by Novogen Limited.

EX-99.1

Exhibit 99.1

ASX & MEDIA RELEASE
2 MAY, 2011

MARSHALL EDWARDS ANNOUNCES PRIVATE PLACEMENT

Novogen Limited’s subsidiary, Marshall Edwards, Inc., (NASDAQ: MSHL) has made the following announcement.

San Diego — 2 May, 2011 — Marshall Edwards, Inc. (Nasdaq: MSHL), an oncology company focused on the clinical development of novel therapeutics targeting cancer metabolism, announced today that it has entered into a definitive agreement with certain institutional investors to sell in a private placement common stock and warrants for gross proceeds of up to US$4 million, before deducting fees and expenses of the offering, of which approximately US$1.1 million would result from the sale of approximately 835,217 shares of common stock at US$1.333 per share. The remaining US$2.9 million would be subject to the exercise of one-year series B warrants at their initial exercise price of US$1.333 per share and the fulfillment or waiver of certain conditions.

The Company will also issue series A warrants which will initially represent the right to purchase up to 626,413 shares of common stock exercisable after six months for a period of five years and subject to proportionate increases to the extent the series B warrants are exercised. Series C warrants may entitle the holders to obtain additional shares of common stock exercisable in the event the trading price of the common stock is below certain levels on specified future dates during a period of up to one year following the closing date.

The offering is expected to close on or about 13 May, 2011, subject to certain customary closing conditions as well as the closing of the transactions contemplated by the asset purchase agreement entered into between the Company and its majority shareholder, Novogen Limited, and Novogen Research Pty Limited on 21 December, 2010, which is pending approval at a meeting of Novogen shareholders on 6 May, 2011.

The net proceeds from the offering will be used primarily to continue development of Marshall Edwards’ two lead oncology programs, including a Phase I clinical trial of its intravenous drug candidate NV-143, which has demonstrated pre-clinical activity against a broad range of tumor cell lines, as well as the necessary studies required to initiate clinical trials of its lead mitochondrial inhibitor candidate NV-344 later this year.

In conjunction with this transaction, Novogen, Ltd. has entered into a Voting Agreement whereby it has agreed to vote the common shares in owns in Marshall Edwards, Inc. in favor of the transaction. In addition, Novogen has executed a Lock-up Agreement stipulating that it will not enter into any transaction to dispose of the common shares of Marshall Edwards, Inc. that it currently owns until 24 December, 2011.

ROTH Capital Partners acted as the sole placement agent for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Marshall Edwards, Inc. nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The shares and warrants offered in the private placement and the shares issuable upon the exercise of the warrants have not been registered under the Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States without being registered with the Securities and Exchange Commission (“SEC”) or through an applicable exemption from SEC registration requirements. The shares of common stock and warrants were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the securities issued in the offering and issuable upon the exercise of the warrants within ten business days of the closing. Any offering of the Company’s securities under the resale registration statement referred to above will be made only by means of a prospectus.

About Marshall Edwards

Marshall Edwards, Inc. (Nasdaq: MSHL) is a San Diego-based oncology company focused on the clinical development of novel anti-cancer therapeutics. The company’s lead programs focus on two families of small molecules that result in the inhibition of tumour cell metabolism. The first and most advanced is a NADH oxidase inhibitor program that includes lead drug candidate NV-143. The second is a mitochondrial inhibitor program that includes NV-128 and its next-generation candidate NV-344. Both programs are expected to advance into the clinic in 2011. For more information, please visit www.marshalledwardsinc.com.

About Novogen Limited

Novogen Limited (ASX: NRT Nasdaq: NVGN) is an Australian biotechnology company based in Sydney, Australia. Novogen has a consumer healthcare business, conducts research and development on oncology therapeutics through its subsidiary, Marshall Edwards, Inc., and is developing glucan technology through its subsidiary, Glycotex, Inc. More information on the Novogen group of companies can be found at www.novogen.com.

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Under U.S. law, a new drug cannot be marketed until it has been investigated in clinical trials and approved by the FDA as being safe and effective for the intended use. Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You should be aware that our actual results could differ materially from those contained in the forward-looking statements, which are based on management’s current expectations and are subject to a number of risks and uncertainties, including, but not limited to, our failure to successfully commercialize our product candidates; costs and delays in the development and/or FDA approval, or the failure to obtain such approval, of our product candidates; uncertainties or differences in interpretation in clinical trial results; our inability to maintain or enter into, and the risks resulting from our dependence upon, collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products; competitive factors; our inability to protect our patents or proprietary rights and obtain necessary rights to third party patents and intellectual property to operate our business; our inability to operate our business without infringing the patents and proprietary rights of others; general economic conditions; the failure of any products to gain market acceptance; our inability to obtain any additional required financing; technological changes; government regulation; changes in industry practice; and one-time events. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.

ISSUED FOR

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INFORMATION
 
 

ISSUED BY

CONTACT :

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: NOVOGEN LIMITED

ASX (CODE NRT), NASDAQ (CODE NVGN).

PETE DE SPAIN, SR DIRECTOR IR AND CORPORATE
COMMUNICATIONS, MARSHALL EDWARDS, INC.
TEL +1 858-792-3729
http://www.marshalledwardsinc.com

WESTBROOK COMMUNICATIONS

IAN WESTBROOK TEL (02) 9231 0922