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 July, 2013.
Commission File Number ________________
Novogen Limited
(Translation of registrant’s name into English)
1-7 Waterloo Road, Macquarie Park, 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 x 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)(1): o
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): 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.
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 o No x
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.
Novogen Limited (Registrant)
(Signature) *
Andrew Bursill
Date 2 July 2013
* Print the name and title under the signature of the signing officer.
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity NOVOGEN LIMITED
ABN
37 063 259 754
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the
director for the purposes of section 205G of the Corporations Act.
Name of Director
Graham Kelly
Date of last notice
3 June 2013
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed
in this part.
Direct or indirect interest
Indirect
Nature of indirect interest
1. Bende Holdings Pty Ltd – controlled
(including registered holder)
entity
Note: Provide details of the circumstances giving rise to the relevant
interest.
2. Coolawin Rd Pty Ltd – controlled
entity
3. Coolawin Rd Super Fund– controlled
entity
4. Phytose Corporation Pty Ltd –
controlled entity
Date of change
28 June 2013
No. of securities held prior to change
1. Bende Holdings Pty Ltd
1,677,343 ordinary shares
2. Coolawin Rd Pty Ltd
503,300 ordinary shares
3. Coolawin Rd Super Fund
10,354 ordinary shares
4. Phytose Corporation Pty Ltd
1,724,207 ordinary shares
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
Class
Fully Paid Ordinary Shares
Number acquired
1,800,000
Number disposed
Nil
Value/Consideration
$0.025
Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change
1. Bende Holdings Pty Ltd
1,677,343 ordinary shares
2. Coolawin Rd Pty Ltd
503,300 ordinary shares
3. Coolawin Rd Super Fund
10,354 ordinary shares
4. Phytose Corporation Pty Ltd
3,524,207 ordinary shares
Nature of change
Part satisfaction of the purchase of the
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
shares in Triaxial Pharmaceuticals from
Phytose Corporation Pty Ltd
+ See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y
Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed
in this part.
Detail of contract
Convertible Notes
Nature of interest
Convertible Notes as approved at general meeting held
on 19 April 2013.
The terms of the Convertible Notes are as follows:
(1) The maximum value of the Convertible Notes is
$340,402 entitling the conversion to 13,616,085
Shares.
(2) The Convertible Notes may be exercised at the
holders discretion
(3) The convertible notes may not be converted until:
(a) Completion by the Company of a Phase Ia clinical
trial. Completion will be deemed to occur upon the
receipt of a signed study report
(b) Receipt by the Company of Investigational New
Drug status from the US Food and Drug
Administration.
(c) Completion by the Company of a Phase II clinical
trial or achieving Breakthrough Therapy
Designation. Completion will be deemed to occur
upon the receipt of a signed study report or
notification of the designation.
Name of registered holder
Phytose Corporation Pty Ltd
(if issued securities)
Date of change
28 June 2013
No. and class of securities to N/A
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
13,616,085 convertible notes
Interest disposed
N/A
Value/Consideration
Total Face value of $340,402 (ie $0.025 per convertible
Note: If consideration is non-cash, provide details and an
estimated valuation
note).
Interest after change
13,616,085 convertible notes
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Appendix 3Y
Change of Director’s Interest Notice
Part 3 – +Closed period
Were the interests in the securities or contracts detailed No
above traded during a +closed period where prior
written clearance was required?
If so, was prior written clearance provided to allow the N/A
trade to proceed during this period?
If prior written clearance was provided, on what date N/A
was this provided?
+ See chapter 19 for defined terms.
Appendix 3Y Page 4
01/01/2011
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity NOVOGEN LIMITED
ABN
37 063 259 754
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the
director for the purposes of section 205G of the Corporations Act.
Name of Director
Robert Howard Birch
Date of last notice
3 June 2013
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed
in this part.
Direct or indirect interest
Direct
Indirect – Aquagolf Pty Limited <Aquagolf
Pty Ltd Superannuation Fund A/c>
Nature of indirect interest
(including registered holder)
Controlled entity
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change
N/A
No. of securities held prior to change
Direct
124,986 Ordinary Shares
Aquagolf Pty Limited <Aquagolf Pty Ltd
S/F A/c>
1,497,136 Ordinary Shares
Class
N/A
Number acquired
N/A
Number disposed
N/A
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
Value/Consideration
N/A
Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change
Direct
124,986 Ordinary Shares
Aquagolf Pty Limited <Aquagolf Pty Ltd
S/F A/c>
1,497,136 Ordinary Shares
Nature of change
N/A
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed
in this part.
Detail of contract
Convertible Notes
Nature of interest
Convertible Notes as approved at general meeting held
on 19 April 2013.
The terms of the Convertible Notes are as follows:
(1) The maximum value of the Convertible Notes is
$46,622 entitling the conversion to 1,864,864
Shares.
(2) The Convertible Notes may be exercised at the
holders discretion
(3) The convertible notes may not be converted until:
(a) Completion by the Company of a Phase Ia clinical
trial. Completion will be deemed to occur upon the
receipt of a signed study report
(b) Receipt by the Company of Investigational New
Drug status from the US Food and Drug
Administration.
(c) Completion by the Company of a Phase II clinical
trial or achieving Breakthrough Therapy
Designation. Completion will be deemed to occur
upon the receipt of a signed study report or
notification of the designation.
Name of registered holder
Aquagolf Pty Limited <Aquagolf Pty Ltd
(if issued securities)
Superannuation Fund A/c>
Date of change
28 June 2013
+ See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y
Change of Director’s Interest Notice
No. and class of securities to N/A
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
1,864,864 convertible notes
Interest disposed
N/A
Value/Consideration
Total Face value of $46,622 (ie $0.025 per convertible
Note: If consideration is non-cash, provide details and an
estimated valuation
note).
Interest after change
1,864,864 convertible notes
Part 3 – +Closed period
Were the interests in the securities or contracts detailed No
above traded during a +closed period where prior
written clearance was required?
If so, was prior written clearance provided to allow the N/A
trade to proceed during this period?
If prior written clearance was provided, on what date N/A
was this provided?
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity NOVOGEN LIMITED
ABN
37 063 259 754
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the
director for the purposes of section 205G of the Corporations Act.
Name of Director
Andrew Heaton
Date of last notice
18 February 2013
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed
in this part.
Direct or indirect interest
Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change
N/A
No. of securities held prior to change
7,600,400 Ordinary Shares
Class
N/A
Number acquired
N/A
Number disposed
N/A
Value/Consideration
N/A
Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change
7,600,400 Ordinary Shares
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
Nature of change
N/A
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed
in this part.
Detail of contract
Convertible Notes
Nature of interest
Convertible Notes as approved at general meeting held
on 19 April 2013.
The terms of the Convertible Notes are as follows:
(1) The maximum value of the Convertible Notes is
$720,778 entitling the conversion to 28,831,101
Shares.
(2) The Convertible Notes may be exercised at the
holders discretion
(3) The convertible notes may not be converted until:
(a) Completion by the Company of a Phase Ia clinical
trial. Completion will be deemed to occur upon the
receipt of a signed study report
(b) Receipt by the Company of Investigational New
Drug status from the US Food and Drug
Administration.
(c) Completion by the Company of a Phase II clinical
trial
or
achieving
Breakthrough
Therapy
Designation. Completion will be deemed to occur
upon the receipt of a signed study report or
notification of the designation
Name of registered holder
Andrew Heaton
(if issued securities)
Date of change
28 June 2013
No. and class of securities to N/A
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
28,831,101 convertible notes
+ See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y
Change of Director’s Interest Notice
Interest disposed
N/A
Value/Consideration
Total Face value of $720,778 (ie $0.025 per convertible
Note: If consideration is non-cash, provide details and an
estimated valuation
note).
Interest after change
28,831,101 convertible notes
Part 3 – +Closed period
Were the interests in the securities or contracts detailed No
above traded during a +closed period where prior
written clearance was required?
If so, was prior written clearance provided to allow the N/A
trade to proceed during this period?
If prior written clearance was provided, on what date N/A
was this provided?
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3