SAN DIEGO, March 19, 2012 /PRNewswire/ -- Marshall
Edwards, Inc. (Nasdaq: MSHL), an oncology company focused on the
clinical development of novel therapeutics targeting cancer
metabolism, announced today that it has set the record date and
pricing terms for its previously announced rights offering to
existing stockholders.
Under the terms of the rights offering, Marshall Edwards will distribute one
subscription right for each share of common stock owned to holders
of record as of 5:00 p.m., Eastern
time, on March 30, 2012. Each
subscription right will entitle the holder to purchase one Unit,
which consists of 0.5 shares of the Company's common stock and a
warrant to purchase 0.25 shares of the Company's common stock.
Holders of the Company's outstanding Series A warrants will also
receive one subscription right for each share of common stock
issuable pursuant to such warrants.
For every two Units purchased in the rights offering,
stockholders will receive one share of common stock at a price of
$0.89 per share, which represents a
10 percent discount to the volume-weighted average price of the
Company's common stock for the 30 consecutive trading days ending
on, and inclusive of, March 13, 2012,
and warrants to purchase one-half of a share of common stock at an
exercise price of $1.19 per share,
which represents a 20 percent premium to the volume-weighted
average price of the Company's common stock during the same period.
The warrants will be exercisable for a five-year period beginning
on the closing date of the rights offering. The Company will not
issue fractional shares of common stock in connection with the
rights offering.
The offering also includes an over-subscription privilege, which
will entitle stockholders to purchase additional Units that remain
unsubscribed at the expiration of the rights offering. If the
offering is fully subscribed, the gross proceeds of the offering
will be approximately $7.6 million,
before deducting fees and expenses of the offering. Marshall Edwards intends to use the net proceeds
from the offering primarily to continue the clinical development of
its two lead oncology drug candidates, ME-143 and ME-344.
The Company's majority shareholder, Novogen Limited, has
indicated that it intends to exercise rights for up to $4 million of Units in the offering, subject to
its shareholders' approval. Novogen has also indicated that it
intends to distribute a portion of its rights to its
shareholders.
Mailing of the offering materials to eligible stockholders is
expected to begin on or about April 6,
2012. The subscription period will expire at 5:00 p.m., Eastern time, on May 11, 2012.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities of
Marshall Edwards, Inc. nor shall
there be any sale of securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction. A copy of the prospectus for the rights
offering may be obtained by contacting the Company's investor
relations department at investor@marshalledwardsinc.com or (858)
369-7199.
About Marshall Edwards
Marshall Edwards, Inc. (Nasdaq:
MSHL) is a San Diego-based
oncology company focused on the clinical development of novel
therapeutics targeting cancer metabolism. The Company's lead drug
candidates, ME-143 and ME-344, have been shown to interact with
specific enzyme targets resulting in inhibition of tumor cell
metabolism, a function critical for cancer cell survival.
Marshall Edwards initiated a Phase I
clinical trial of intravenous ME-143 in patients with solid
refractory tumors in September 2011
and expects to collect final safety and pharmacokinetic data from
the trial by June 2012. The Company
submitted an Investigational New Drug application for ME-344 in
March 2012 and plans to initiate a
Phase I clinical trial of intravenous ME-344 in patients with solid
refractory tumors following approval by the FDA. For more
information, please visit www.marshalledwardsinc.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 or differences in interpretation 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
party 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.
SOURCE Marshall Edwards, Inc.