SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MARSHALL EDWARDS, INC.
(Name of Issuer)
Common Stock, $0.00000002 par value
(Title of Class of Securities)
572322402
(CUSIP Number)
March 17, 2011
(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
q Rule 13d-1(b)
þ Rule 13d-1(c)
q Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAME OF REPORTING PERSON
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Ironridge Global IV, Ltd.
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) q
(b) q
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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654,706* (See Item 4)
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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654,706* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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654,706* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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8.8%* (See Item 4)
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12.
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TYPE OF REPORTING PERSON
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OO
*Based on assumed calculation of shares issuable within 60 days pursuant to stock purchase agreement with issuer. (See Item 4)
2
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1.
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NAME OF REPORTING PERSON
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Ironridge Global Partners, LLC
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-4741201
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) q
(b) q
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0* (See Item 4)
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6.
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SHARED VOTING POWER
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0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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0* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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0%* (See Item 4)
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12.
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TYPE OF REPORTING PERSON
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HC
*Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
3
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1.
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NAME OF REPORTING PERSON
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Brendan T. O’Neil
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) q
(b) q
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0* (See Item 4)
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6.
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SHARED VOTING POWER
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0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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0* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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0%* (See Item 4)
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12.
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TYPE OF REPORTING PERSON
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IN
*Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
4
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1.
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NAME OF REPORTING PERSON
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Richard H. Kreger
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) q
(b) q
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0* (See Item 4)
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6.
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SHARED VOTING POWER
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0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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0* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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0%* (See Item 4)
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12.
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TYPE OF REPORTING PERSON
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IN
*Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
5
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1.
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NAME OF REPORTING PERSON
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John C. Kirkland
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) q
(b) q
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0* (See Item 4)
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6.
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SHARED VOTING POWER
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0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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0* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
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q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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0%* (See Item 4)
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12.
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TYPE OF REPORTING PERSON
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IN
*Excludes shares owned by Ironridge Global IV, Ltd. (See Item 4)
6
ITEM 1 (a) Name of Issuer:
Marshall Edwards, Inc.
(b) Address of Issuer’s Principal Executive Offices:
11975 El Camino Real, Suite 101
San Diego, California 92130
ITEM 2 (a) Name of Person Filing:
This statement is filed by Ironridge Global IV, Ltd. (“IIV”) with respect to shares of common stock of the issuer beneficially owned by IIV, and by Ironridge Global Partners, LLC (“IGP”), and IGP’s managing members Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland with respect to the shares beneficially owned by IIV.
(b) Address of Principal Business Office, or, if None, Residence:
The address of the principal business office of IIV is:
Harbour House, Waterfront Drive
P.O. Box 972, Road Town, Tortola
British Virgin Islands, VG1110
The address of the principal business office of IGP, and Messrs. O’Neil, Kreger and Kirkland is:
425 California St. Suite 1010
San Francisco, California 94104
(c) Citizenship:
IIV is a British Virgin Islands business company.
IGP is a Delaware limited liability company.
Messrs. O’Neil, Kreger and Kirkland are United States citizens.
(d) Title of Class of Securities:
Common Stock, $0.00000002 par value per share.
(e) CUSIP Number:
572322402
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ITEM 3:
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If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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q
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a.
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Broker or dealer registered under Section 15 of the Exchange Act.
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q
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b.
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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q
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c.
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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q
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d.
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Investment company registered under Section 8 of the Investment Company Act.
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q
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e.
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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q
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f.
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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q
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g.
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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q
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h.
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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q
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i.
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
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q
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j.
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM 4:
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See item 9 of cover pages.
(b) Percent of class: See item 11 of cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
See items 5-8 of cover pages.
Pursuant to a Stock Purchase Agreement entered into between the issuer, Marshall Edwards, Inc., and Ironridge Global IV, Ltd. (“IIV”) dated March 17, 2011, IIV may be entitled and obligated to purchase an aggregate number of shares of common stock of the issuer equal to US$1,001,700.00, at a price per common share equal to par value plus 100% of the closing bid price of the common stock on the trading day immediately preceding the date the issuer provides notice to initiate the sale. Based on the $1.53 closing bid price on March 17, 2011, this would equal 654,706 shares of common stock. For purposes of calculating the number of shares beneficially owned, the reporting persons have assumed this price.
For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 7,346,324 shares of common stock outstanding, as reported in the issuer’s most recent quarterly report on Form 10-Q, immediately prior to the issuance of shares to IIV, such that the shares issued to IIV would represent approximately 8.8% of the outstanding common stock after such issuance.
IIV is not a registered broker-dealer or an affiliate of a registered broker-dealer. Voting and dispositive power with respect to shares of common stock owned by IIV is exercised by David Sims, Vice President. However, the agreement with the issuer provides that, for so long as IIV or any of its affiliates hold any shares of common stock of the issuer, IIV and its affiliates are prohibited from, among other actions: (1) voting any shares of issuer common stock owned or controlled by IIV or its affiliates, or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging or participating in any actions or plans that relate to or would result in, among other things, (a) acquiring additional securities of the
issuer, alone or together with any other person, which would result in IIV and its affiliates collectively beneficially owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the total outstanding common stock or other voting securities of the issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, (c) a sale or transfer of a material amount of assets, (d) changes in the present board of directors or management of the issuer, (e) material changes in the capitalization or dividend policy of the issuer, (f) any other material change in the issuer’s business or corporate structure, (g) actions which may impede the acquisition of control of the issuer by any person or entity, (h) causing a class of securities of the issuer to be delisted, (i) causing a class of equity securities of the issuer to become eligible for termination of registration; or (3) any actions similar to the foregoing.
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Each of Ironridge Global Partners, LLC (“IGP”) and Messrs. O’Neil, Kreger and Kirkland disclaims beneficial ownership or control of any of the securities covered by this statement. IGP and Messrs. O’Neil, Kreger and Kirkland directly own no shares of the issuer. However, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, IGP or Messrs. O’Neil, Kreger and Kirkland may be deemed to beneficially own or control the shares owned by IIV. Messrs. O’Neil, Kreger and Kirkland are each managing directors of IIV, and managing directors, members and one-third beneficial owners of IGP. IGP is a stockholder and beneficial owner of IIV.
ITEM 5: Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box: q
ITEM 6: Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
ITEM 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See Exhibit 1.
ITEM 8: Identification and Classification of Members of the Group.
Not Applicable.
ITEM 9: Notice of Dissolution of Group.
Not Applicable.
ITEM 10: Certifications.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: March 17, 2011
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IRONRIDGE GLOBAL IV, LTD. | ||
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By:
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/s/ David Sims | ||
| Name: David Sims | |||
| Its: Vice President | |||
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Dated: March 17, 2011
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IRONRIDGE GLOBAL PARTNERS, LLC | ||
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By:
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/s/ Keith Coulston | |
| Name: Keith Coulston | |||
| Its: Vice President | |||
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Dated: March 17, 2011
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/s/ Brendan T. O’Neil | |
| Brendan T. O’Neil |
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Dated: March 17, 2011
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/s/ Richard H. Kreger | |
| Richard H. Kreger |
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Dated: March 17, 2011
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/s/ John C. Kirkland | |
| John C. Kirkland |
10
EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Exhibit Stating Identity of Relevant Subsidiary per Item 7 of Schedule 13G
EXHIBIT 2
Joint Filing Agreement among Ironridge Global IV, Ltd., Ironridge Global Partners, LLC, Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland
11
Exhibit 1
Ironridge Global IV, Ltd. is a subsidiary of Ironridge Global Partners, LLC
Exhibit 2
JOINT FILING AGREEMENT
This Joint Filing Agreement, entered into and effective as of March 17, 2011, is made by and among Ironridge Global IV, Ltd., a British Virgin Islands business company, Ironridge Global Partners, LLC, a Delaware limited liability company, Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the Filers and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.
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Dated: March 17, 2011
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IRONRIDGE GLOBAL IV, LTD. | ||
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By:
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/s/ David Sims | ||
| Name: David Sims | |||
| Its: Vice President | |||
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Dated: March 17, 2011
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IRONRIDGE GLOBAL PARTNERS, LLC | ||
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By:
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/s/ Keith Coulston | |
| Name: Keith Coulston | |||
| Its: Vice President | |||
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Dated: March 17, 2011
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/s/ Brendan T. O’Neil | |
| Brendan T. O’Neil |
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Dated: March 17, 2011
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/s/ Richard H. Kreger | |
| Richard H. Kreger |
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Dated: March 17, 2011
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/s/ John C. Kirkland | |
| John C. Kirkland |