Marshall Edwards Announces Rights Offering to Stockholders

SAN DIEGO, Feb. 21, 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 filed a registration statement on Form S-1 with the Securities and Exchange Commission for a rights offering to existing stockholders to purchase up to $8 million of its common stock. The Company will announce further details regarding the rights offering, including the record date, exercise price, date of distribution of the rights and expiration date of the offering promptly once determined.

Pursuant to the rights offering, Marshall Edwards will distribute subscription rights pro rata to holders of record of the Company's stock as of the close of business on the record date to be established for the offering. In addition, stockholders will be entitled to subscribe for additional rights that remain unsubscribed as a result of any unexercised rights.

The Company's majority shareholder, Novogen Limited, has indicated that, subject to its shareholders' approval, it intends to exercise rights for up to $4 million of common stock in the offering and distribute a portion of its rights to its shareholders.

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.

"We believe providing existing shareholders the right to purchase shares through a rights offering while maintaining their current level of ownership is an efficient, fair and equitable approach to raising capital at this time," said Daniel P. Gold, Ph.D., President and Chief Executive Officer of Marshall Edwards.

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 [email protected] 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 anti-cancer therapeutics. The Company's lead programs focus on two families of small molecules that result in the inhibition of tumor cell metabolism. The most advanced is a NADH oxidase inhibitor program that includes lead candidate ME-143. The Company initiated a Phase I clinical trial of intravenous ME-143 in patients with solid refractory tumors in September 2011 and expects final data from the trial by next quarter. The second program is a family of mitochondrial inhibitors that includes lead candidate ME-344. The Company has completed the necessary pre-clinical animal toxicity studies to support submission of an Investigational New Drug (IND) application for ME-344 this quarter. 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.

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