UNITED STATES SECURITIES AND
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 22, 2013
NOVAGEN SOLAR INC.
(Exact name of registrant as specified in its
|(State or other jurisdiction
|(Commission File Number)
||(IRS Employer Identification No.)|
|9120 Double Diamond Pkwy Ste 2227, Reno, Nevada
|(Address of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
A. Appointment of Noel Charles Mewett as a Director
On January 22, 2013, the board of directors of Novagen Solar Inc.
(the “Company”) appointed Noel Charles Mewett, 63, as a director, and further elected him as a non-executive Chairman
of the board, with immediate effect. As Chairman, Mr. Mewett will organize and coordinate the board's activities, review and evaluate
the performance of the Chief Executive Officer and the other board members, and when present, preside at all meetings of the board
Mr. Mewett has 40 years of business experience, having owned and
operated numerous highly successful and profitable businesses in diverse market sectors. He holds a bachelor’s degree in
sales and marketing from Melbourne University in Melbourne, Australia, and has also studied architecture at Melbourne University.
During the past five years, Mr. Mewett has held the following positions:
||Goldsite Pty Ltd
||Mewett Developments Pty Ltd
||Seachange Lifestyle Communities Pty Ltd
||Savannah Lifestyle Resorts Pty Ltd
||Riverstone Resources Pty Ltd
||Mewett Business Group Pty Ltd
||More Concepts, Hong Kong
||Int. Debit Card|
B. Appointment of Garry W. Kinnaird as a Director
On January 22, 2013, the board of directors of the Company appointed
Garry Kinnaird, 59, as a director and further elected him as Vice-chairman of the board of directors, with immediate effect. Mr.
Kinnaird will, when present, preside at all meetings of the board in the absence of the Chairman.
Mr. Kinnaird is a Certified Financial Planner in Australia and a
Justice of the Peace for the State of Queensland, Australia. He brings 32 years of financial and business experience to Novagen.
During the past five years, Mr. Kinnaird has held the following
||Advice First Pty Ltd.
||GK Financial Group Pty Ltd.
||Silverbow Pty Ltd.
||trustee of an investment trust|
||F & A Management No. 113 Pty Ltd.
||trustee of a real estate trust|
Item 7.01 Regulation FD Disclosure
On January 23, 2013, Novagen Solar Inc. (the “Company”) issued
a press release announcing that Noel Charles Mewett had been appointed a director of the Company and elected Chairman of the board,
and that Garry W. Kinnaird had been appointed a director of the Company and elected Vice-chairman of the board. A copy of the press
release is attached as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in
the press release attached as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release of Novagen Solar Inc., dated January 23, 2013.
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.
NOVAGEN SOLAR INC.
/s/ Micheal P. Nugent
Micheal P. Nugent
President & CEO
Date: January 23, 2013