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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 May, 2011
Commission File Number ________________
Novogen Limited
(Translation of registrants 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 lO1(b)(7): o
Note: Regulation S-T Rule l01(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 registrants home country), or under the rules of the home country
exchange on which the registrants 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 registrants
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 whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule l2g3-2(b) under the
Securities Exchange Act of 1934. Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
SIGNATURES
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.
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Novogen Limited
(Registrant)
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/s/ Mark Hinze
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Mark Hinze |
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Chief Financial Officer |
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Date 9 May, 2011
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Novogen Extraordinary Meeting
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![(NOVOGEN LOGO)](w82729w8272900.gif) |
Chairmans Address |
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6 May, 2011 |
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Welcome to the Novogen Extraordinary General Meeting of Shareholders. As outlined in the materials
that were distributed to the shareholders, we will be voting on the sale of our isoflavone
intellectual property to Marshall Edwards (MEI), and the grant of Novogen stock options to four
of the Companys five directors.
As I stated in my letter to all of you at the AGM in October, Novogens greatest opportunity for
success lies in the development of our therapeutic compounds. We were all hopeful that the Ovature
trial would provide that opportunity by proving the efficacy of Phenoxodiol in ovarian cancer. The
disappointing results of that trial caused the Board of Novogen to take a hard strategic look at
all of the companys assets and its corporate structure.
As we have discussed in the past, the Board of Novogen determined that the best course of action
was to move all drug development activities to Marshall Edwards, our majority owned subsidiary.
The first step that was taken included the recruitment of Dan Gold as CEO and his subsequent
recruitment of a management team to take the program forward. All of that has been accomplished
and Dan, new board members and a management team are now in place who bring strong experience and
past success in drug development to MEI. I was also elected at the MEI AGM last month
reestablishing Novogens formal representation on the MEI board.
The second step involved the sale of the assets (the IP) to be developed to Marshall Edwards.
Previously, Marshall Edwards controlled the IP through a series of license agreements giving
Marshall Edwards the exclusive right to develop the compounds. In addition, MEI held the last
right of refusal to license any new oncology compounds that Novogen might develop. The license
involved the payment of periodic milestone fees to Novogen and royalty fees on sales for any drugs
that were successfully commercialized.
The reality of this structure puts many constraints on MEI, including flexibility in advancing the
drug development program. The potential, future royalty payments created a so called royalty
stacking situation that made partnerships with big pharma unattractive. In view of these and
other factors, the Board of Novogen felt that the value to the Novogen shareholders was better
driven through Novogens ownership of MEI and not through the royalty payments.
A decision was made to sell the IP to MEI in exchange for shares that would increase Novogens
potential return if the IP was successfully developed. The transaction we are here to vote on
involves the exchange of Series A preferred shares of MEI that on a common share equivalent basis
represent 4.8 million shares of MEI stock priced at $0.83 per share. In addition, the Series A
shares give Novogen the possibility of doubling the number of shares of common stock it will
receive if there is a positive outcome in a future MEI clinical trial.
I have gotten calls from several shareholders expressing concern about the ability that MEI retains
for 5 years to repurchase the Series A shares for a cash payment of $12 million. First and
foremost, the advisability of using $12 million of MEIs capital to
repurchase these shares as an alternative to using the funds for clinical development is
questionable. Second, MEI only has the ability to repurchase the Series A preferred, not the
common stock that Novogen would receive upon the conversion of the preferred shares.
The third step in the restructuring process is for Novogen to assist and cooperate with MEI in its
future need for new capital to move the drug compounds through the long and expensive process of
development. You all heard or read Dan Golds presentation at the Novogen AGM in October. He made
a similar presentation at the MEI AGM last month. He and the MEI team are very excited about two
of the compounds and are now moving them into pre-clinical development. This all takes money, and
lots of it.
Dilution of the Novogen ownership interest in MEI is something that none of us want to see. But to
think that it wont occur is shortsighted and unrealistic. Novogen does not have the resources to
provide the capital that is needed and currently does not have the capital to even maintain its
current ownership position. My view is that dilution on a reasonable basis is a sign of progress
for us all. It means that other investors believe in the MEI program and are willing to take some
risk along with those who have provided capital in the past.
Some of you will have read about several financings that MEI has completed over the past few
months. The first which is called an At the Market program allows MEI to sell new shares into
the public market on a controlled basis at market prices. In these sales, MEI receives the
proceeds of the sale. These programs are becoming common in the US and can take advantage of sharp
increases in the price of a companys shares. The second financing was a transaction with a
biotech investment fund called Ironridge Global Biopharma, a division of Ironridge Global IV . The
proceeds from this transaction are slightly under $750,000.
The third financing was announced on Monday and involves the sale of up to $4 million of shares to
institutional investors. The initial price for the first $1.1 million was $1.33 per share. The
investment of the additional $2.9 million and the price are subject to certain market and
regulatory conditions. In conjunction with this latest financing, Novogen agreed to enter into a
voting agreement where Novogen would vote the shares it owns in MEI in favor of the financing. In
addition, Novogen agreed that it would not sell any of the MEI shares it owns until December 24,
2011.
What does this mean in terms of dilution for Novogen? Prior to this financing, our share holdings
in MEI represented 65% of the company. If we account for the common shares we would get if we
converted our Series A preferred shares to common shares, we would move up to 78%. After the
initial $1.1 million funded in this deal, we move down to approximately 73%. If the investors take
the full $2.9 million remaining in the financing at the same, or a higher price, we would hold
about 63% of the MEI shares. If the investor were to exercise all of the warrants they receive in
the financing, we would drop to just over 50% but the exercise of the warrants would also generate
about $3.5 million in new capital for MEI. One unknown in this transaction is the exact pricing of
the future $2.9 million block. If the share price of MEI drops between now and the time the SEC
approves the transaction, all of the $4 million worth of shares will be reset at the lower price.
The result will be the same $4 million funding but more shares issued to the investors and more
dilution for Novogen. If the price of MEI shares drops significantly, the dilution to Novogen
could be substantial.
As I said a few minutes ago, the good news is that MEI has been able to raise funds successfully,
money will now be available to progress the clinical programs, and Novogen will get a better chance
to understand the real value of our compounds.
Briefly, other aspects of Novogens business are making progress. Glycotex, Inc. while still
seeking new funding, is working toward continuation of its clinical trials. The past few months
have been spent certifying the latest batch of Glyc-101 and moving responsibility for the storage
of the drug to the US. Reinhard Koenig, CEO, continues to work hard on our behalf with limited
resources. We are still very enthusiastic about the Glycotex program and the Novogen Board is
working on options to secure funding for the company.
Our consumer supplement business has grown nicely this year. We are well ahead of budget and our
sales results for last year. Craig Kearny who runs this business and his team have done an
excellent job of establishing new distributor relationship and maintaining existing markets. You
will see the results in our latest financial statements.
As always, if you have any questions that I have not answered or, if you would like to discuss any
of the above, please do not hesitate to contact me.
Sincerely,
William D. Rueckert
Chairman
6 May, 2011
Manager Companies
Company Announcements Office
Australian Securities Exchange Limited
Level 4, Stock Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
Novogen Limited Results of 2011 Extraordinary Meeting
In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act, we advise details
of the resolutions and the proxies received in respect of each resolution are set out in the tables
below.
Resolution details are as follows:
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1) |
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To approve the Asset Purchase Agreement |
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The instructions given to validly appointed proxies in respect of the
resolution were as follows: |
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For |
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Against |
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Abstain |
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Proxys discretion |
22,185,922
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724,007
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71,600
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124,124 |
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The motion was carried as an ordinary resolution on a poll the details
of which are: |
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For |
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Against |
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Abstain |
23,896,897
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727,107
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71,600 |
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2A) |
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Issue William D Rueckert up to 375,000 options |
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The instructions given to validly appointed proxies in respect of the
resolution were as follows: |
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For |
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Against |
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Abstain |
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Proxys discretion |
21,794,733
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1,171,126
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47,930
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163,156 |
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The motion was carried as an ordinary resolution on a poll the details
of which are: |
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For |
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Against |
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Abstain |
23,586,040
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1,174,226
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47,930 |
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2B) |
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Issue Peter R White up to 375,000 options |
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The instructions given to validly appointed proxies in respect of
the resolution were as follows: |
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For |
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Against |
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Abstain |
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Proxys discretion |
21,794,733
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1,171,126
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47,930
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163,156 |
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The motion was carried as an ordinary resolution on a poll the
details of which are: |
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For |
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Against |
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Abstain |
23,586,040
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1,174,226
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47,930 |
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2C) |
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Issue Ross C Youngman up to 375,000 options |
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The instructions given to validly appointed proxies in respect of
the resolution were as follows: |
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For |
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Against |
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Abstain |
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Proxys discretion |
21,794,733
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1,171,126
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47,930
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163,156 |
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The motion was carried as an ordinary resolution on a poll the
details of which are: |
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For |
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Against |
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Abstain |
23,586,040
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1,174,226
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47,930 |
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2D) |
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Issue Peter D A Scutt up to 375,000 options |
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The instructions given to validly appointed proxies in respect of
the resolution were as follows: |
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For |
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Against |
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Abstain |
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Proxys discretion |
21,794,733
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1,171,126
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47,930
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163,156 |
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The motion was carried as an ordinary resolution on a poll the
details of which are: |
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For |
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Against |
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Abstain |
23,586,040
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1,174,226
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47,930 |
Yours Faithfully
Mark Hinze
Chief Financial Officer