6-K 1 d407443d6k.htm FORM 6-K

FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2017

Commission File Number                         

Novogen Limited

(Translation of registrant’s name into English)

Level 5, 20 George Street, Hornsby, NSW 2077, Australia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☑             Form 40-F   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark if the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ☐     No  ☑

If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)

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, thereunto duly authorized.

Novogen Limited (Registrant)

Kate Hill

Kate Hill

Company Secretary

Date 1 June 2017

ASX:NRT   NASDAQ:NVGN   Novogen Ltd (Company)   ABN 37 063 259 754     Capital Structure   Ordinary Shares on issue:   483 M     Board of Directors   Mr John O’Connor Chairman Non-Executive Director   Mr Bryce Carmine Deputy Chairman Non-Executive Director   Dr James Garner Chief Executive Officer Managing Director   Mr Ian Phillips MNZM Non-Executive Director   Mr Iain Ross Non-Executive Director   Mr Steven Coffey Non-Executive Director MARKET RELEASE   1 June 2017   NOVOGEN RECEIVES NASDAQ NOTICE   Sydney, 1 June 2017 – Australian oncology-focused biotechnology company, Novogen Limited (ASX: NRT; NASDAQ: NVGN) is listed on the Australian Stock Exchange and has an American Depositary Receipt (ADR) program in place in the US through the NASDAQ stock market. Each one ADR represents a bundle of 25 ASX listed ordinary shares.   On 31 May 2017 the Company received a letter, dated 30 May 2017, from NASDAQ notifying that for the last 30 consecutive business days the bid price of the Company’s common stock closed below the minimum US$1 per share requirement for continued inclusion on the NASDAQ Capital Market under NASDAQ Rule 5450(a)(1).   According to NASDAQ’s letter, the Company will be afforded a grace period of 180 calendar days in which to regain compliance. In order to regain compliance, shares of the Company’s common stock must maintain a minimum bid closing price of at least US$1 per share for a minimum of 10 consecutive business days during the grace period.   During the 180 day compliance period, Novogen intends to actively pursue those steps that will lead it to continue to comply with its obligations under the NASDAQ listing rules. During the period, Novogen’s ADRs will continue to trade uninterrupted on the NASDAQ under the code NVGN.   In the event that the Company does not comply during the 180 day period, it may be eligible to receive an additional 180-day compliance period. The notification has no effect on the ASX listing, and no immediate effect on the Company’s listing on NASDAQ Capital Market or trading of the Company’s ADRs on that market.   --- ENDS ---

About Novogen Limited

Novogen Limited (ASX: NRT; NASDAQ: NVGN) is an emerging oncology-focused biotechnology company, based in Sydney, Australia. Novogen has a portfolio of development candidates, diversified across several distinct technologies, with the potential to yield first-in-class and best-in-class agents in a range of oncology indications.

The lead program is GDC-0084, a small molecule inhibitor of the PI3K / AKT / mTOR pathway, which is being developed to treat glioblastoma multiforme. Licensed from Genentech in late 2016, GDC-0084 is anticipated to enter phase II clinical trials in 2017. A second clinical program, TRXE-002-01 (Cantrixil) commenced a phase I clinical trial in ovarian cancer in December 2016. In addition, the company has several preclinical programs in active development, the largest of which is substantially funded by a CRC-P grant from the Australian Federal Government.

For more information, please visit: www.novogen.com