corresp
Marshall Edwards, Inc.
140 Wicks Road
North Ryde, New South
Wales 2113
Australia
February 18, 2010
Mr. Sebastian Gomez Abero
Division of Corporation Finance
Mail Stop 4720
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Mr. Abero:
On behalf of Marshall Edwards, Inc. (the Company), we are writing in response to the comment
letter dated February 16, 2010 from you in connection with the Companys Proxy Statement as filed
on February 9, 2010.
For your convenience, the Company has restated your comments in full, followed by the
Companys response.
Proposal No. 1, page 7
Effects of the Reverse Stock Split, page 8
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We note that the proposed amendments to your Restated Certificate of Incorporation will
not affect the number of authorized shares of Common Stock or preferred stock. Because the
proposed amendments will reduce the number of issued and outstanding shares, those
amendments will result in an increase in the number of authorized, but unissued, shares.
Please revise your disclosure to discuss any plans to issue newly authorized shares as a
result of the reverse stock split. If you have no such plans, please disclose that fact in
your revised disclosure. |
Response #1
The Company will address your comment with the appropriate disclosure under the section
captioned Effects of the Reverse Stock Split Effect on Authorized Shares of Common Stock and
Preferred Stock on page 9 by adding the disclosure marked on the attached page of the proxy
statement.
Any questions or comments regarding the foregoing should be directed to the undersigned in
Australia at 011 61 2 9878 0088.
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Very truly yours,
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/s/ David Seaton
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David Seaton |
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Acting Chief Executive Officer and
Chief Financial Officer |
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