UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MARSHALL EDWARDS, INC.

(Name of Issuer)

Common Stock, par value $0.00000002 per share

(Title of Class of Securities)

572322303

(CUSIP Number)

David Seaton
Chief Financial Officer
Novogen Limited
140 Wicks Road
North Ryde, NSW 2113
Australia
(011) 61-2-8877-6196

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 28, 2008

(Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

 

CUSIP No.		572322303	13D

Item 1. Security and Issuer

     This Schedule 13D relates to the common stock, par value $0.00000002 per share (“Common Stock”), of Marshall Edwards, Inc., a corporation organized under the laws of the State of Delaware (the “Company”). The principal executive office of the Company is located at 140 Wicks Road, North Ryde NSW 2113, Australia. Information given in response to each item below shall be deemed incorporated by reference in all other items below.

Item 2. Identity and Background

     (a) This Schedule 13D is being filed by Novogen Limited. (“Novogen”).

     (b) The principal business address and principal office address of Novogen is 140 Wicks Road, North Ryde NSW 2113, Australia. Novogen is biotechnology company specializing in the development of therapeutics based on a flavonoid technology platform.

     (c) Attached as Schedule A is the name, principal occupation, business address and citizenship of each executive officer and/or director of Novogen. Schedule A is incorporated into and made a part of this Schedule 13D.

     (d) During the last five years, neither Novogen nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) During the last five years, neither Novogen nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     (f) Novogen is organized under the laws of Australia. Schedule A sets forth the citizenship of each executive officer and/or director of Novogen.

Item 3. Source and Amount of Funds or Other Consideration

     Novogen utilized available cash assets to acquire beneficial ownership of the 52,408,295 shares of Common Stock reported herein. Funds for the purchase of beneficial ownership of such shares of Common Stock were derived from general working capital

Item 4. Purposes of Transactions

     The Company was formed as a wholly-owned subsidiary of Novogen in 2000.

     In May 2002, the Company sold 2,523,000 shares of Common Stock and warrants exercisable for 2,523,000 shares of Common Stock in a private placement. Following the sale, Novogen held 95.1% of the Company’s outstanding shares of Common Stock.

     In December 2003, the Company consummated its initial public offering (the “IPO”) in the U.S. selling 2,392,000 shares of Common Stock and warrants exercisable for 2,392,000 shares of Common Stock. Following the IPO, Novogen held 86.9% of the Company’s outstanding shares of Common Stock.

     In July 2006, the Company consummated a private placement selling 6,329,311 shares of

Common Stock and warrants exercisable for 2,215,258 shares of Common Stock. Following this placement, Novogen held 78.1% of the Company’s outstanding shares of Common Stock.

     In August 2007, the Company consummated a second private placement selling 5,464,001 shares of Common Stock and warrants exercisable for 2,433,962 shares of Common Stock. Following this placement, Novogen held 71.9% of the Company’s outstanding shares of Common Stock.

     As described in Item 5(c) of this Schedule 13D, on July 28, 2008, Novogen purchased 2,908,295 shares of Common Stock from the Company in a registered direct offering at a purchase price of $2.17 per share for an aggregate purchase price of $6,311,000. Novogen entered into the foregoing transaction to acquire shares of the Company’s Common Stock for investment purposes. Concurrently with the sale to Novogen, the Company sold 1,700,000 shares of Common Stock to another investor in a registered direct offering. Following these two transactions, Novogen held 71.3% of the Company’s outstanding shares of Common Stock.

     At this time, none of Novogen or, to its knowledge, any of its respective directors or executive officers have plans to acquire or dispose of the Company’s securities. At this time, none of Novogen or, to its knowledge, any of its respective directors or executive officers, have plans or proposals to implement any plans or proposals with respect to any material change of the Company’s business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 to Schedule 13D.

     Novogen retains the right to change its investment intent, from time to time, to acquire additional shares of Common Stock, or to sell or otherwise dispose of all or part of the Common Stock, if any, beneficially owned by it, in any manner permitted by law.

Item 5. Interest in Securities of the Issuer

     (a) As of the date hereof, Novogen is the beneficial owner of 52,408,295 shares of Common Stock which constitutes approximately 71.3% of the Company’s 73,463,233 issued and outstanding shares of Common Stock.

     (b) Novogen has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all of the shares reported above in this Item 5.

     (c) On July 28, 2008, Novogen purchased 2,908,295 additional shares of Common Stock from the Company in a registered direct offering at a purchase price of $2.17 per share for an aggregate purchase price of $6,311,000.

     (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Novogen.

     (e) Not applicable

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer
		None

Item 7.		Material to Be Filed as Exhibits
		None

SIGNATURE

          After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 7, 2008

SCHEDULE A

Novogen Limited

     Directors

Name		Position		Principal Occupation		Business Address		Citizenship
Philip A. Johnston		Non-Executive		Managing Director, Qualcare		Maderty River Road		Australia
		Chairman of the Board		Management Pty. Ltd.		Coonabarabran NSW
		of Directors				2357
						Australia
Christopher Naughton		Managing Director		Managing Director, Novogen Limited		140 Wicks Road North Ryde, NSW 2113 Australia		Australia
Paul J. Nestel		Non-Executive Director		Medical Practitioner, Baker Heart		75 Commercial Rd		Australia
				Research Institute		Melbourne, VIC 3004,
						Australia
Peter B. Simpson		Non-Executive Director		Chairman, Biogenerics Australia		10 Monomeath Avenue		Australia
				Pty Ltd.		Canterberry
						Victoria 3126
						Australia
Geoffrey M. Leppinus		Non-Executive Director		Former Senior Audit and Advisory		20 B Ayres Road		Australia
				Partner, KPMG		St. Ives NSW 2075
						Australia
Alan J. Husband		Executive Director		Director of Research of Novogen		140 Wicks Road		Australia
				Limited		North Ryde, NSW 2113
						Australia

     Executive Officers

Name		Position		Business Address		Citizenship
David R. Seaton		Chief Financial Officer		140 Wicks Road		Australia
				North Ryde, NSW 2113
				Australia
Warren Lancaster		Vice President Commercial		59 Grove Street, Suite 2i		Australia
		and Corporate Development		New Canaan, CT 06840
Bryan Palmer		Operations General Manager		140 Wicks Road		Australia
				North Ryde, NSW 2113
				Australia
Craig Kearney		General Manager Consumer Business		140 Wicks Road North Ryde, NSW 2113 Australia		Australia
Ron Erratt		Company Secretary		140 Wicks Road		Australia
				North Ryde, NSW 2113
				Australia