Kai Medical, Inc. entered into a merger agreement to acquire Novogen Limited (ASX:NRT) on July 27, 2012. Novogen will undertake a capital reduction and distribution to the Novogen shareholders of the shares of MEI Pharma, Inc. that it owns and shares of Kai Medical will undergo a forward split. The glucan technology assets of Novogen will not be acquired by Kai Medical, which Novogen plans to sell to TR Therapeutics, Inc. Pursuant to the transaction, Novogen will be renamed to Kai Medical Holdings Limited. The transaction can be terminated by both parties on mutual consent, if it does not get consummated by expected closing date, if there is a change in circumstances, if any party becomes insolvent, if the shareholders approval is not obtained or if Novogen receives a superior proposal. The Board of Directors of Novogen will consist of Robert Nakata, Dustin Shindo, Darryl Nakamato, Brett Johnson, Mike Sayama and an Australia based Director to be named later by Kai.

The transaction is subject to approval by shareholders of Novogen and Kai Medical at the shareholders meeting to be held in mid September 2012, approvals under relevant foreign antitrust, competition, investment, trade regulation or similar laws from any government entity, completion of satisfactory due diligence by Kai on Novogen, within 10 days of the date of the agreement, ASX having provided in writing that confirmation that Novogen has satisfied any requirements imposed by ASX under ASX Listing rules, approval of waivers from relevant ASX Listing Rules, following completion of the merger that Novogen will continue to be listed on ASX, ASX will grant quotation to the new Novogen shares and the terms of the new Novogen options are appropriate and equitable, Novogen having at least AUD 1 million net cash and maximum liabilities of AUD 0.01 million at the closing date, completion of capital reduction and forward split, termination of all employees and contractors of Novogen.

The acquisition may terminate by written consent or by either party if merger is not completed on or before November 30, 2012, if the Novogen shareholders approvals are not obtained, if the other party or any of their material subsidiaries becomes insolvent, if a change in circumstance occurs which prevents the terminating party from satisfying any condition precedent or if a legal restraint has become final and non-appealable. The acquisition is expected to be completed by November 30, 2012. Ian Westbrook of Westbrook Communications acted as public relations advisor for Novogen Limited.

Kai Medical, Inc. cancelled the acquisition of Novogen Limited (ASX:NRT) on September 24, 2012. The transaction was cancelled because details of the transaction made it impossible to insure the continued listing of Novogen's securities on the ASX and Nasdaq markets.