Full Press Release Details
MARSHALL EDWARDS ANNOUNCES PRIVATE PLACEMENT
Novogen Limited s subsidiary, Marshall Edwards, Inc., (NASDAQ: MSHL) has made the following
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
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
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.
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.