UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2010
Marshall Edwards, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50484 | 51-0407811 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
11975 El Camino Real, Suite 101, San Diego, CA 92130
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 858-792-6300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 2.02 Results of Operations and Financial Condition.
As previously announced, Marshall Edwards, Inc. (the “Company”), an oncology company focused
on the clinical development of novel anti-cancer therapeutics, will conduct a conference call on
September 8, 2010 to present an update on the Company and its lead programs, along with an overview
of the Company’s fourth quarter and fiscal year end 2010 results.
A copy of the press release announcing the conference call, including instructions for
accessing the call, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Other Events.
On September 8, 2010, the Company issued a press release announcing that the Company has
reached an agreement in principle with Novogen Limited to acquire Novogen’s entire isoflavone-based
small molecule intellectual property portfolio in a stock-based transaction.
A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
99.1
|
Press Release issued by Marshall Edwards, Inc. dated August 31, 2010 | |
99.2
|
Press Release issued by Marshall Edwards, Inc. dated September 8, 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.
| MARSHALL EDWARDS, INC. |
||||
| By: | /s/ Daniel P. Gold | |||
| Daniel P. Gold | ||||
| Chief Executive Officer and President | ||||
Dated: September 8, 2010
Index to Exhibits
| Exhibit No. | Description | |
99.1
|
Press Release issued by Marshall Edwards, Inc. dated August 31, 2010 | |
99.2
|
Press Release issued by Marshall Edwards, Inc. dated September 8, 2010 |
Exhibit 99.1
Marshall Edwards to Host Conference Call on September 8, 2010
San Diego — August 31, 2010 — Marshall Edwards, Inc. (NASDAQ: MSHL), an oncology company
focused on the clinical development of novel anti-cancer therapeutics, announced today that the
Company’s management team will host a conference call with simultaneous webcast on Wednesday,
September 8, 2010 beginning at 5:00 p.m. EDT. Daniel P. Gold, Ph.D., President and Chief Executive
Officer, will present an update on Marshall Edwards and its lead programs, and Thomas M. Zech,
Chief Financial Officer, will provide an overview of the Company’s fourth quarter and fiscal year
end 2010 financial results.
Conference Call and Webcast Information
To access the live call, please dial 866-543-6403 (domestic) or 617-213-8896 (international),
passcode 35432389. A replay of the call will be available approximately two hours after the
conclusion of the call and archived until September 15, 2010. To access the replay, please dial
888-286-8010 (domestic) or 617-801-6888 (international), passcode 43421051. The conference call
will also be webcast live and can be accessed at www.marshalledwardsinc.com. Please connect several
minutes prior to the start of the webcast to ensure adequate time for any software downloads that
may be required.
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.
Exhibit 99.2
Marshall Edwards, Inc.
|
 |
CONTACT:
|
Pete De Spain | |
| Sr. Director, Investor Relations & | ||
| Corporate Communications | ||
| (858) 792-3729 | ||
| pete.despain@marshalledwardsinc.com |
MARSHALL EDWARDS REACHES AGREEMENT IN PRINCIPLE TO ACQUIRE
INTELLECTUAL PROPERTY PORTFOLIO FROM NOVOGEN
INTELLECTUAL PROPERTY PORTFOLIO FROM NOVOGEN
San Diego – September 8, 2010 – Marshall Edwards, Inc.(Nasdaq: MSHL), an oncology company focused
on the clinical development of novel anti-cancer therapeutics, announced today that it has reached
an agreement in principle with Novogen Limited (ASX: NRT; NASDAQ: NVGN) to acquire Novogen’s entire
isoflavone-related intellectual property portfolio in a stock-based transaction. Specific terms of
the proposed agreement were not disclosed.
“We believe this is another important milestone for Marshall Edwards,” said Daniel P. Gold, Ph.D.,
President and Chief Executive Officer. “The proposed transaction would enable us to maximize the
value of the assets we already have under development as well as explore other potential product
candidates within the portfolio.”
Marshall Edwards currently has licensed rights from Novogen for oncology drug candidates
Phenoxodiol, Triphendiol, NV-143 and NV-128.
The agreement in principle was negotiated by an independent subcommittee of the Board of Directors
of both companies. The closing of the transaction is subject to, among other things, due
diligence,the execution of a definitive agreement, an independent fairness opinion and shareholder
approvals.
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. These derive from an investigational isoflavone
technology platform, which has generated a number of novel compounds with anti-proliferative tumor
activity. Specifically these compounds are believed to interact with specific enzyme targets
resulting in aninhibition of tumor cell metabolism.The Company’s oncology drug candidates include
Triphendiol, NV-143 and NV-128. For more information, please visit www.marshalledwardsinc.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.
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