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): May 29,
2007
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.)
|
140
Wicks Road, North Ryde, NSW, 2113 Australia
(Address
of principal executive offices) (Zip Code)
Registrant’s
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):
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
CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment ofCertain
Officers; Compensatory Arrangements of Certain Officers.
On
May
29, 2007, at a regularly scheduled meeting of the Board of Directors (the
“Board”) of Marshall Edwards, Inc., Professor Graham E. Kelly retired as a
member of the Board, effective May 29, 2007. As a result of Professor
Kelly’s retirement, the size of the Board has decreased from seven to six
members.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release issued by Marshall Edwards, Inc. dated as of June 4,
2007
|
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/
David R Seaton
David
R. Seaton
Chief
Financial Officer
(Duly
Authorized Officer and
Principal
Financial
Officer)
Dated:
June 4, 2007
Index
to Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release issued by Marshall Edwards, Inc. dated as of June 4,
2007
|
EXHIBIT
99.1
MARSHALL
EDWARDS, INC.
Contacts: David
Sheon
202
518-6321
dsheon@sciwords.com
Chris
Naughton
011
61 2 9878
0088
chris.naughton@marshalledwardsinc.com
NEWS
RELEASE
For
immediate release
COMPANY
ANNOUNCEMENT
Washington
June 4, 2007 - Professor Bryan Williams, Chairman of Marshall Edwards,
Inc., has advised that Dr Graham Kelly has retired as a Director of the
Company.
Professor
Williams noted the significant contribution made by Dr Kelly to the development
of the drugs now licensed by Marshall Edwards.
“His
contribution to the development of the anti-cancer compound phenoxodiol in
particular, is well known and acknowledged” Professor Williams
said.
About
phenoxodiol:
Phenoxodiol
is being developed as a therapy for late-stage, chemo-resistant prostate,
ovarian and cervical cancers. Phenoxodiol is an investigational drug
and, as such, is not commercially available. It is a novel-acting
drug that inhibits key pro-survival signaling pathways operating via
sphingosine-1-phosphate and Akt. Inhibition of these pathways leads
to prevention of phosphorylation of key anti-apoptotic proteins such as
XIAP. Loss of activity of these proteins restores the ability of
chemoresistant tumor cells to undergo apoptosis in response to
chemotherapy. The putative molecular target for phenoxodiol is a
tumor-specific protein, accounting for the highly selective nature of the
drug.
About
Marshall Edwards Inc:
Marshall
Edwards, Inc. (Nasdaq : MSHL) 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 efficacy against a range of cancer
targets with few side effects. The unique combination of efficacy and
safety has been explained by their ability to target an enzyme present on the
surface of cancer cells, thereby inhibiting the production of pro-survival
proteins within the cell. Marshall Edwards, Inc. has licensed rights
from Novogen Limited (Nasdaq : NVGN) to bring three oncology drugs –
phenoxodiol, NV-196 and NV-143 - to market
globally. Marshall Edwards, Inc. is majority owned by Novogen, an
Australian biotechnology company that is specializing in the development of
therapeutics based on a flavonoid technology platform. Novogen, based
in Sydney, Australia, 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 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 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 arty 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.