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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 30, 2010
Marshall Edwards, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or
organization)
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000-50484
(Commission File Number)
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51-0407811
(I.R.S. Employer Identification No.) |
140 Wicks Road, North Ryde, NSW, 2113 Australia
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (011) 61 2 8877 6196
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2010, the Board of Directors of Marshall Edwards, Inc. (the Company) appointed
Daniel P. Gold to serve as a member of the Board of Directors of the Company. Dr. Gold will serve
as a member of the Board of Directors until the 2010 annual meeting of the Companys stockholders,
at which time he will stand for re-election.
On April 23, 2010, Dr. Gold was appointed Companys President and Chief Executive Officer.
From October 2009 through April 2010, Dr. Gold, age 55, was Managing Partner of Theragence, Inc., a
service provider that focuses on optimizing biopharmaceutical product development, which he
co-founded. From July 2008 to May 2009, Dr. Gold was President and Chief Executive Officer of
Prospect Therapeutics, a clinical stage, oncology focused, biotechnology company. From January
2000 to May 2009, Dr. Gold was Chief Scientific Officer of Favrille, Inc., a biopharmaceutical
company that focused on the development and commercialization of immunotherapies for the treatment
of cancer and other diseases of the immune system, which he founded. Dr. Gold was a member of the
Executive Council of the Sabin Cancer Vaccine Consortium from 2004 to 2006 and a member of the
board of directors of the San Diego chapter of the Leukemia and Lymphoma Society from 1998 to 2003.
Dr. Gold received a Bachelors degree in biology from University of California Los Angeles and
received a Doctorate degree from Tufts University in Pathology/Immunology.
On May 6, 2010, the Company issued a press release announcing the appointment of Dr. Gold 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 6, 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.
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MARSHALL EDWARDS, INC.
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By: |
/s/ David R. Seaton
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David R. Seaton |
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Dated: May 6, 2010 |
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Chief Financial Officer |
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Index to Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 6, 2010 |
exv99w1
Exhibit 99.1
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Marshall Edwards, Inc.
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CONTACTS:
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Warren Lancaster
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+1-203-966-2556 (USA) |
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warren.lancaster@marshalledwardsinc.com |
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David Sheon
+1 202 547-2880 (USA)
dsheon@WHITECOATstrategies.com
MARSHALL EDWARDS APPOINTS CEO AS A NEW DIRECTOR
Sydney, Australia and San Diego, CA May 6, 2010 Marshall Edwards, Inc.
(NASDAQ: MSHL), an oncology company focused on the clinical development of novel anti-cancer
therapeutics, announced that Daniel Gold, Ph.D., the Companys President and Chief Executive
Officer, has been appointed to serve on the Board of Directors of the Company effective April 30,
2010. Dr. Gold will serve as a member of the Board of Directors until the 2010 annual meeting of
the stockholders, at which time he will stand for re-election.
Dr. Gold has more than 25 years of drug discovery and development experience. Most recently, he
was President and CEO of Prospect Therapeutics, a mid-stage oncology company. Prior to his tenure
at Prospect, Dr. Gold was founder and Chief Scientific Officer at Favrille, Inc., where he was an
integral member of a team that raised more than $200 million, including an IPO in 2005, and
advanced that companys lead oncology candidate through a pivotal Phase III clinical trial.
Dr. Golds academic qualifications include Postdoctoral Fellowships at the
Dana-Farber Cancer Institute, at the Harvard School of Medicine and the Massachusetts Institute of
Technology, Center for Cancer Research. He holds a Ph.D. in Pathology/Immunology from Tufts
University, Boston and a B.A. in Biology from the University of California Los Angeles.
About Marshall Edwards, Inc.
Marshall Edwards, Inc. is a specialist oncology company focused on the clinical development of
novel anti-cancer therapeutics. These derive from a flavonoid technology platform, which has
generated a number of novel compounds characterized by broad ranging activity against a range of
cancer cell types with few side effects. The combination of anti-tumor cell activity and low
toxicity is believed to be a result of the ability of these compounds 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)
to bring four oncology drugs phenoxodiol, triphendiol,
NV-143 and NV-128 to market globally.
Marshall Edwards is majority owned by Novogen Limited, an Australian biotechnology company that is
specializing in the development of therapeutics based on a flavonoid technology platform. Novogen
is developing a range of therapeutics across the fields of oncology, cardiovascular disease and
inflammatory diseases. More information on
phenoxodiol and on the Novogen group of companies can be found at www.marshalledwardsinc.com and 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 managements 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 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.