Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 16, 2009, Marshall Edwards, Inc. (the "Company") received notice from The Nasdaq Stock Market ("Nasdaq") stating that for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share required for continued inclusion on the Nasdaq Global Market under Nasdaq Rule 5450(a)(1). The notification letter states that the Company will be afforded a grace period of 180 calendar days, or until March 15, 2010, to regain compliance with the minimum bid price requirement in accordance with Nasdaq Rule 5810(c)(3)(A). In order to regain compliance, shares of the Company's common stock must maintain a minimum bid closing price of at least $1.00 per share for a minimum of ten consecutive business days during the grace period.
The Company intends to actively monitor the bid price of its common stock between now and March 15, 2010.
On September 22, 2009, the Company issued a press release announcing its receipt of the notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued by Marshall Edwards, Inc. dated September 22, 2009

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Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARSHALL EDWARDS, INC.

By: /s/ David R. Seaton
David R. Seaton
Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

Dated: September 22, 2009

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