UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2010

 

Marshall Edwards, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of		000-50484 (Commission File Number)		51-0407811 (I.R.S. Employer Identification No.)
incorporation or
organization)

11975 El Camino Real, Suite 101, San Diego, California 92130
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 792-6300

140 Wicks Road, North Ryde, NSW, 2113 Australia
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On August 8, 2010, the Board of Directors of Marshall Edwards, Inc. (the “Company”) appointed Christine A. White, M.D., to serve as a member of the Board of Directors. The Board also appointed Dr. White to serve as a member of the audit committee and the compensation committee of the Board of Directors. Dr. White will serve as a member of the Board of Directors until the 2010 annual meeting of the Company’s stockholders, at which time she will stand for re-election.

          Dr. White was with Biogen Idec from 1996 to 2005, most recently as Senior Vice President, Global Medical Affairs, and previously served as the Director of Clinical Oncology Research at the Sidney Kimmel Cancer Center in San Diego, California, and in the Department of Medicine at Scripps Memorial Hospitals in La Jolla and Encinitas, California, most recently as Chairman.

          Dr. White replaces Professor Paul J. Nestel, who submitted his resignation from the Board of Directors effective August 8, 2010. At the time of his resignation, Professor Nestel was a member of the audit committee and the compensation committee of the Board of Directors.

          On August 10, 2010, the Company issued a press release announcing the appointment of Dr. White as a member of the Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

          Reference is made to the Current Report on Form 8-K filed by the Company on May 24, 2010 for a discussion of the notice received by the Company from The Nasdaq Stock Market (“Nasdaq”) regarding the Company’s failure to comply with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5450(b)(1)(A) (the “Rule”). In accordance with the notice, the Company submitted to Nasdaq a plan for achieving and sustaining compliance with the Rule that included, among other things, plans to complete a capital raising transaction to further fund development of the Company’s two promising product candidates. On August 5, 2010, the Company received a letter from Nasdaq indicating that, based on the Company’s plan, Nasdaq has determined to grant the Company an extension, through November 15, 2010, to regain compliance with the Rule by establishing stockholders’ equity of at least $10,000,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated August 10, 2010.

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.

Dated: August 10, 2010

Index to Exhibits

Exhibit No.		Description
99.1		Press release dated August 10, 2010.

Exhibit 99.1

Marshall Edwards, Inc.

Contact:		Pete De Spain
		Sr. Director, Investor Relations &
		Corporate Communications
		858-792-3729
		pete.despain@marshalledwardsinc.com

MARSHALL EDWARDS APPOINTS ONCOLOGIST CHRISTINE WHITE TO
BOARD OF DIRECTORS

San Diego — August 10, 2010 — Marshall Edwards, Inc. (Nasdaq: MSHL), an oncology company focused on the clinical development of novel anti-cancer therapeutics, announced today the appointment of Christine A. White, M.D., to its board of directors. Dr. White replaces Professor Paul J. Nestel, who has served as a director since April 2001.

“Dr. White brings a unique and valuable perspective to our board as we continue to build a world-class oncology organization here in the U.S.,” said Daniel P. Gold, Ph.D., President and Chief Executive Officer of Marshall Edwards. “Her deep understanding of drug development and regulatory affairs coupled with her years of experience treating patients as a clinical oncologist will be a valuable asset to the company.”

Dr. White was with Biogen Idec from 1996 to 2005, most recently as Senior Vice President, Global Medical Affairs, where she played an integral role in the clinical development, regulatory affairs and commercialization of oncology drugs Rituxan^® and Zevalin^®. Previously, she served as the Director of Clinical Oncology Research at the Sidney Kimmel Cancer Center in San Diego, and in the Department of Medicine at Scripps Memorial Hospitals in La Jolla and Encinitas, California, most recently as Chairman.

Dr. White currently serves as a member of the board of directors of Arena Pharmaceuticals, a clinical-stage biopharmaceutical company, and Genoptix, a specialized laboratory services provider. She also served as a director of Pharmacyclics, a biopharmaceutical company, and Monogram Biosciences, a life sciences company, until its acquisition by LabCorp in August 2009. Dr. White earned her B.A. in Biology and her M.D. from the University of Chicago and is Board certified in both Internal Medicine and Medical Oncology.

“I am very pleased to welcome Dr. White to the board and look forward to working with her as we strive to build long-term shareholder value,” said Professor Bryan R.G. Williams, Chairman of the board of directors of Marshall Edwards. “I also want to take this opportunity on behalf of the entire board to thank Professor Nestel for his years of dedicated service to Marshall Edwards.”

About Marshall Edwards, Inc.

Marshall Edwards, Inc. (NASDAQ: MSHL) is a San Diego-based oncology company focused on the clinical development of novel anti-cancer therapeutics. These derive from an investigational isoflavone technology platform, which has generated a number of novel compounds characterized by direct targeting of tumor metabolism. Specifically, these compounds are believed to target an enzyme present in the cell membrane of cancer cells, thereby inhibiting the production of pro-survival proteins within the cell. Marshall Edwards has licensed rights from Novogen Limited (ASX: NRT; NASDAQ: NVGN) for oncology drug candidates Phenoxodiol, Triphendiol, NV-143 and NV-128. For more information, please visit www.marshalledwardsinc.com.

Rituxan is a registered trademark of Genentech.

Zevalin is a registered trademark of Biogen Idec.

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.

# # #