Allocation of Novogen Shares to Triaxial Pharmaceutical
Pty Ltd Shareholders.
On 7 December 2012, Novogen Ltd (`Novogen') announced that it had acquired
all shares in the Australian biotechnology company, Triaxial Pharmaceuticals Pty
Ltd (ACN 139 717 543) (`Triaxial').
The purpose of the acquisition was to provide the Company with a new
technology platform that Triaxial believes offers the opportunity for the first
time to customize the design of anti-cancer drugs and to be able to manufacture
those drugs in a cost-effective and practical way.
The acquisition was funded through a loan to the value of $1,885,000 in the form
of a Convertible Note from Triaxial Shareholders to Novogen to be repaid in 4
tranches as follows:
Tranche 1 on completion of the acquisition;
Tranche 2 on completion of a Phase I trial;
Tranche 3 on receipt of an IND from the FDA;
Tranche 4 on completion of a Phase II trial.
Triaxial shareholders are entitled to convert tranche payments into ordinary
shares in Novogen Limited, which it now proposes to do with the first tranche in
the form of 15,400,000 ordinary Novogen shares. Under Listing Rule 7.1 which
allows a maximum issuance of 15% of issued capital within any 12-month
period, 13,600,000 shares are to be issued immediately and the remaining
1,800,000 shares in April 2013, upon shareholder approval.
The company intends to call an Extraordinary General Meeting of shareholders
within the next 3 months to ratify, among other things, the terms of the Triaxial
acquisition. Further details on this meeting will be forwarded to shareholders
Novogen Ltd is a public Australian biotechnology company whose shares trade
on both the ustralian Stock Exchange (symbol `NRT') and N SD Q (symbol
`NVGN'). The Company is based in Sydney, ustralia and is focused on the
development of a family of novel anti-cancer drugs based on super-benzopyran
and `stealth' drug technologies. The Company's inaugural drug candidate is CS-6.
CS-6 belongs to a new class of drug candidates known (structurally) as super-
benzopyrans displaying potent anti-cancer activity and demonstrating increased
bio-availability to cancer cells (`stealth' technology). CS-6 shows broad anti-
proliferative and cytotoxic activity against human cancer cells, with particular
activity against human glioblastoma cells. CS-6 also has been designed
deliberately to meet the major known criteria for crossing the blood-brain
barrier, and for that reason is being developed as a first-line for the treatment of
glioblastoma multiforme, the main form of primary brain cancer.
Contact Dr Graham Kelly, Chief Executive Officer.