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Published on 9/29/2011 in the Prospect News PIPE Daily.

Marshall Edwards details $2 million private placement of common stock

Proceeds used to develop two drug candidates; Novogen is the investor

By Devika Patel

Knoxville, Tenn., Sept. 29 - Marshall Edwards, Inc. gave further details about a $2 million private placement of stock with majority shareholder Novogen Ltd. in an 8-K filed Thursday with the Securities and Exchange Commission. The agreement was negotiated on Sept. 27.

The company will sell 1,333,333 common shares. The price per share of $1.50 is a 2.6% discount to the Sept. 27 closing share price of $1.54.

Settlement is expected Sept. 30.

In a Sept. 28 letter, Novogen also committed to make an additional $2 million equity investment in the company by June 30, 2012.

"Net proceeds from this offering will be used to continue development of our two lead drug candidates, ME-143 and ME-344, and will enable us to advance these programs to meaningful clinical data points next year that we believe can create significant value for our shareholders," president and chief executive officer Daniel P. Gold said in a press release Wednesday.

The company also amended some of its warrants on Sept. 28. The series A and series B warrants were issued in a May 16, 2011 private placement.

The exercise price of each of the warrants was reduced to $1.00 per share. The series A warrants were previously exercisable at $1.57 per share, and the series B warrants had been exercisable at $1.333 per share. The series B warrants were also amended to permit them to be exercised on a cashless basis. Also on Sept. 28, the investors elected to exercise all of the amended series B warrants on a cashless basis for 305,603 common shares.

Marshall Edwards, based in San Diego, is a development-stage pharmaceutical company.

Issuer:Marshall Edwards, Inc.
Issue:Common stock
Amount:$2 million
Shares:1,333,333
Price:$1.50
Warrants:No
Investor:Novogen Ltd.
Pricing date:Sept. 27
Settlement date:Sept. 30
Stock symbol:Nasdaq: MSHL
Stock price:$1.54 at close Sept. 27
Market capitalization:$11.75 million

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