Form 6-K GENETIC TECHNOLOGIES For: Jan 30

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FORM�6-K

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

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dated January�30, 2015

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Commission File Number 0-51504

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GENETIC TECHNOLOGIES LIMITED

(Exact Name as Specified in its Charter)

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N/A

(Translation of Registrant�s Name)

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60-66 Hanover Street

Fitzroy

Victoria 3065 Australia

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form�20-F or Form�40-F.

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Indicate by check mark if the registrant is submitting the Form�6-K in paper as permitted by Regulation S-T Rule�101(b)(1): o

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Indicate by check mark if the registrant is submitting the Form�6-K in paper as permitted by Regulation S-T Rule�101(b)(7): o

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Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule�12g3-2(b)�under the Securities Exchange Act of 1934.

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If �Yes� is marked, indicate below the file number assigned to the registrant in connection with Rule�12g3-2(b):� Not applicable.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Date:� January�30, 2015

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EXHIBIT�INDEX

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Exhibit�99.1

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Rule�2.7, 3.10.3, 3.10.4, 3.10.5

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Appendix 3B

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New issue announcement,

application for quotation of additional securities

and agreement

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Information or documents not available now must be given to ASX as soon as available.� Information and documents given to ASX become ASX�s property and may be made public.

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Introduced 01/07/96� Origin: Appendix 5� Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

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Name of entity

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GENETIC TECHNOLOGIES LIMITED

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ABN

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17 009 212 238

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We (the entity) give ASX the following information.

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Part�1 - All issues

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You must complete the relevant sections (attach sheets if there is not enough space).

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+ See chapter 19 for defined terms.

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+ See chapter 19 for defined terms.

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+ See chapter 19 for defined terms.

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Part�2 - Bonus issue or pro rata issue

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+ See chapter 19 for defined terms.

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Part�3 - Quotation of securities

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You need only complete this section if you are applying for quotation of securities

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+ See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

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Additional securities forming a new class of securities

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Tick to indicate you are providing the information or documents

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Entities that have ticked box 34(b)

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+ See chapter 19 for defined terms.

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Quotation agreement

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1��������������������������������������� +Quotation of our additional +securities is in ASX�s absolute discretion.� ASX may quote the +securities on any conditions it decides.

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2��������������������������������������� We warrant the following to ASX.

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������������������������������������������ The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

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������������������������������������������ There is no reason why those +securities should not be granted +quotation.

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������������������������������������������ An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3)�or section 1012C(6)�of the Corporations Act.

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Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

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������������������������������������������ Section�724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

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������������������������������������������ If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

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3��������������������������������������� We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

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4��������������������������������������� We give ASX the information and documents required by this form.� If any information or document not available now, will give it to ASX before +quotation of the +securities begins.� We acknowledge that ASX is relying on the information and documents.� We warrant that they are (will be) true and complete.

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+ See chapter 19 for defined terms.

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Appendix 3B � Annexure 1

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Calculation of placement capacity under rule�7.1 and rule�7.1A for +eligible entities

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Introduced 01/08/12

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Part�1

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Rule�7.1 � Issues exceeding 15% of capital

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Step 1: Calculate �A�, the base figure from which the placement capacity is calculated

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+ See chapter 19 for defined terms.

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+ See chapter 19 for defined terms.

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Part�2

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Rule�7.1A � Additional placement capacity for eligible entities

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Step 1: Calculate �A�, the base figure from which the placement capacity is calculated

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+ See chapter 19 for defined terms.

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Step 4: Subtract �E� from [�A� x �D�] to calculate remaining placement capacity under rule�7.1A

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+ See chapter 19 for defined terms.

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Exhibit�99.2

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GENETIC TECHNOLOGIES LIMITED

A.B.N. 17 009 212 328

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Quarterly Activities Report

and

Appendix 4C of the ASX Listing Rules

for the quarter ended

31 December�2014

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GENETIC TECHNOLOGIES LIMITED

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QUARTERLY ACTIVITIES REPORT

FOR THE QUARTER ENDED 31 December�2014

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Highlights

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������������������ Launches 2nd�generation BREVAGenTM, BREVAGenplus��breast cancer risk assessment test, in the U.S. market

������������������ Up to 6 new Breast Centres to begin offering BREVAGenplus

������������������ Secures $24.0M Standby Equity Placement Facility

������������������ Completes divestiture its heritage Australian Genetics business for $2.0M, in cash

������������������ New research study supporting the use of BREVAGenplus in breast cancer risk assessment

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Melbourne, Australia, 30 January�2015: Molecular diagnostics company Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE, �Company�) is pleased to report that up to 6 new breast diagnosis/treatment centres are expected to begin offering BREVAGenplus to their at-risk patients in a systematic broad fashion in the January�to March�timeframe, with a growing number of additional new breast and imaging centre customers expected to follow later in calendar year 2015. As a result, the Company expects sales growth to accelerate in the second half 2015 and beyond. In addition, the Company has entered into a A$24 million Standby Equity Placement Facility Agreement to strengthen the Company�s funding position. The Facility will assist the Company with its funding requirements, over the coming years, as the BREVAGenplus test roll out continues across the United States.

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In October�2014, the Company announced the US release of BREVAGenplus, an easy-to-use predictive risk test for the millions of women at risk of developing sporadic, or non-hereditary, breast cancer, representing a marked enhancement in accuracy and broader patient applicability, over the Company�s first generation BREVAGen product. Results from BREVAGenplus provide physicians with valuable information to assist in developing a patient-specific Breast Cancer Risk Reduction and Screening Plan based on professional medical society guidelines, such as the American Cancer Society (ACS) (www.cancer.org) and The National Comprehensive Cancer Network (NCCN) (www.nccn.org).

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Clinical support for BREVAGenplus was further enhanced with the release of findings from a new research study show that adding a panel of 77 single-nucleotide polymorphisms (�SNPs�) improves the predictive accuracy of four commonly used breast cancer risk assessment models. This same panel of 77 SNPs is used in the Company�s recently released BREVAGenplus. Results of the study were presented at the 2014 San Antonio Breast Cancer Symposium, on December�13, 2014.

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For the December�2014 quarter, 779 BREVAGenplus test samples were received, subsequent to the launch of the second generation test in October�2014. (YTD 1,721 BREVAGen/BREVAGenplus test samples received).

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Prior to the release of BREVAGenplus, the Company revised its sales strategy to focus on large comprehensive breast treatment and imaging centres, in concert with its ongoing approach to independent physician and women�s healthcare providers. This recent pivotal change of sales and marketing emphasis towards large breast centres, which are more complex entities with a longer sales cycle, but with higher potential, is expected to lead to significant acceleration in growth and less volatile test volumes than the Company has experienced to date. However, this revised sales model involving the promotion of BREVAGenplus to comprehensive breast imaging and breast diagnosis/treatment centres, has resulted in a plateau in sales uptake and growth during this interim transition period. Sales growth is expected to accelerate as this transition is completed and these new breast centres, with their attendant large number of at-risk and appropriate patients adopt BREVAGenplus.

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OPERATIONS

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Financial summary

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Total cash receipts from customers during the quarter ended 31 December�2014 were $0.8 million, taking the equivalent figure to $1.8 million for the half year ended on that date (previous corresponding period: $2.3 million).

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BREVAGenplus breast cancer risk test

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Test Samples received for the December�quarter:

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For the December�2014 quarter, 779 BREVAGenplus test samples were received, subsequent to the launch of the second generation test in October�2014. (YTD 1,721 BREVAGen/BREVAGenplus test samples received). The revised sales model involving the promotion of BREVAGenplus to comprehensive breast imaging and breast diagnosis/treatment centres, has resulted in a plateau in sales uptake and growth during this interim transition period. Sales growth is expected to accelerate as this transition is completed and these new breast centres, with their attendant large number of at-risk and appropriate patients adopt BREVAGenplus.

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Reimbursement:

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Up until the end of the 2012 calendar year, insurance claims for BREVAGen were submitted using the so-called �code stack� of CPT methodology codes.� Reimbursement under this regime was positive, with a low percentage of denials and appeals.� However, effective 1 January�2013, the AMA removed the code stack claim process, requiring tests without a specific CPT code to be claimed via an �Unlisted or Miscellaneous Code�.

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As a result of the above changes the Company now uses a miscellaneous code when submitting claims for reimbursement from insurers.� As part of this transition, the list price for the BREVAGen test was increased to enable the Company to receive payment for aspects of the test that were not previously available under the code stack.� Importantly, notwithstanding this, the Company did not seek to increase the maximum out-of-pocket amount that a given patient is required to pay for a BREVAGen test under its �Patient Protection Program.�

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Though the Company�s reimbursement per test (including write-offs and denials for non-coverage) has increased by more than 30%, the use of a miscellaneous code requires more administration and time by the Insurance Company to adjudicate and process the claim, thus increasing the time taken to receive reimbursement.

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Cost effectiveness studies to improve reimbursement outcomes:

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Further to the publication in the journal of Cancer Prevention Research Vol 6 (12), dated 5 December�2013: pp 1328-36, demonstrating the cost effectiveness of the BREVAGen test to guide MRI screening, an additional paper has been published demonstrating the cost effectiveness of the BREVAGen test to direct chemoprevention.

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On 7 March�2014, the Company announced the publication in the journal Applied Health Economics and Health Policy Vol 12 (2): pp 203-17, of a study entitled �Economic Evaluation of Using a Genetic Test to Direct Breast Cancer Chemoprevention in White Women with a Previous Breast Biopsy�.

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This study was a collaborative project between the Company and Archimedes Inc. of San Francisco, a healthcare modelling and analytics organisation. The study examined the cost-effectiveness of utilising BREVAGen to direct tamoxifen chemoprevention.

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An in-silico (computer) model of breast cancer and health care processes was used to simulate a population of white women aged 40-69, who were at elevated risk for breast cancer due to a history of benign breast biopsy, in a virtual clinical trial.� Women were assessed for risk of developing breast cancer using the BREVAGen test to determine eligibility for five years of tamoxifen therapy. The BREVAGen test was most cost-effective when given to patients at an intermediate risk of developing breast cancer (1.20-1.66%, 5-year risk).

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The results demonstrated that adding genetic information about breast cancer susceptibility loci to current decision models for breast cancer chemoprevention not only improves clinical outcomes (with an average of 15 breast cancer cases prevented per 1,000 women), but is also cost-effective, with an incremental cost-effectiveness ratio below the benchmark number used by U.S. payers of $50,000 per quality-adjusted life year saved.

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Clinical utility studies have been designed and are currently proceeding through the Institutional Review Board process at a US breast cancer research institute. The data obtained from these studies will be utilised in direct contracting discussions with insurers and self-insured employer groups.

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LICENSING AND IP

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Non-Coding Assertion Program

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As reported by the CEO at the 25 Nov 2014 Annual General Meeting, the Licensing program has recently been faced with numerous challenges including the changing landscape in US courts, European up-front costs as well as the nearing end of the core non-coding patents� lives. Despite these, during the 2014 Financial Year, there were 6 new licenses granted, and the fourth re-examination of the �179 patent was successfully defended with the USPTO upholding all challenged claims.

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At the end of the September�Quarter, we reported that the company was asserting actions against a number of different companies including large pharmaceutical companies in 4 different states in the US and had pleasingly overcome two �101 Motions to Dismiss� based on �179 patent invalidity raised in the Northern District of California and District of North Carolina.

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At the time, a further �101 Motion to Dismiss� was still pending in the District of Delaware. On the 30 October�2014, Judge Stark issued a Memorandum Opinion finding Claim 1 of the �179 patent ineligible and granted that Motion to Dismiss. Legal Counsel is currently preparing an appeal to the decision in the Federal Circuit and has sought stay of all commercially relevant pending actions.

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There are no updates to report relating to the remaining U.S or European cases.

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OTHER COMMERCIAL ASSETS

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As part of the Company�s strategy to focus on the expansion of its cancer diagnostic franchise, work continues to sell, out-license, or co-develop other assets and technologies in which the Group has an interest.

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CORPORATE MATTERS

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Convertible Notes

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On 29 November�2013, the Company received approval, from its shareholders, for the issue to Ironridge BioPharma Co., a division of institutional investor Ironridge Global IV,�Ltd. (�Ironridge�), redeemable convertible notes to raise USD 5,000,000 (the �Notes�).

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On 23 December�2013, the Notes were drawn down and the Company received $5,627,462 (being the Australian dollar equivalent of USD 5,000,000) from Ironridge, before the payment of associated costs.

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As at 30 September�2014, Notes with a face value of USD 4,150,000 had been converted by Ironridge in return for which Ironridge received 171,349,821 ordinary shares (including ordinary shares issued in lieu of interest payment and interest true-up adjustments).

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During the current quarter, further conversion notices were received from Ironridge in respect of Notes with a face value of USD 850,000. These Notes were converted in return for which Ironridge received 110,583,420 ordinary shares (including ordinary shares issued in lieu of interest payment and interest true-up adjustments). As a result of the above conversions, there are no further Notes remaining to be converted. The last conversion notice was received by the Company on 27 November�2014.

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Notice and Results of 2014 Annual General Meeting

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On 27 October�2014, the Company released the Notice for the 2014 Annual General Meeting of shareholders that was subsequently held at 10.30 am on Tuesday, 25 November�2014, at �Treetops�, Melbourne Museum. Shareholders were asked to consider and, if thought fit, to pass nine (9)�resolutions.

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All nine (9)�resolutions that were put before the shareholders were passed on a show of hands.

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NASDAQ Notices

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On 3 September�2014, the Company announced that it received a letter dated 29 August�2014, from the NASDAQ Stock Market notifying the Company that for the last 30 consecutive business days, prior to 28 August, the bid price for the Company�s ordinary shares had closed below the minimum $US1.00 per share requirement for continued inclusion under NASDAQ Marketplace Listing Rules.

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This letter stated that, in accordance with the Listing Rules, the Company has 180 calendar days, or until 25 February�2015, to regain compliance.

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To regain compliance, the Company undertook a reverse stock split which, when actioned, has the effect of resetting the existing ratio from 1 ADS representing 30 Ordinary shares to 1 ADS representing 150 Ordinary shares. The target date for the ratio change was Monday 19 January, 2015. From the 20 January�2015, the Company�s stock price, on the Nasdaq market, was once again trading above the $1.00 required bid price.

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On 6 November�2014, the Company announced that it had also received a letter dated 5 November�2014, from the Nasdaq Stock Market notifying the Company that, companies listed on the Nasdaq Capital market are required to maintain a minimum of USD 2.5 million in stockholder� equity for continued listing. Since the Company�s Form�20-F, for the fiscal year ended June�30 2014, reported stockholders� equity of approximately USD 1.7 million, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer complies with the Nasdaq Marketplace Listing Rules�(the �Rules�).

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The letter stated that in accordance with the Rules�the Company has 45 calendar days, or until 22 December�2014, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days from November�5, 2014 to evidence compliance.

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On 28 January�2015, the Company received a letter from Nasdaq, dated 27 January�2015, advising the Company that it had been granted an extension of time (on or before May�4, 2015) to regain compliance with the minimum stockholders� equity requirement.

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Note that these rules�only apply to the Company�s share trading on the Nasdaq Capital Market and not the Company�s share trading on the Australian Securities Exchange, the Company�s home exchange.

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Financing

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On 15 September�2014, the Company announced plans to restructure and realign its group activities. The changes proposed will enable the Company to focus its strategy on the U.S. molecular diagnostics (�MDx�) market and commercialisation of the Company�s lead breast cancer risk test BREVAGen. The aim being to provide investors with a focused MDx company and refined US commercialisation strategy for BREVAGen, with a significantly reduced operating cost base.

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In support of these plans, the Company finalised the raising of $2.15M via the issue of unlisted secured (debt) notes to existing and new Australian institutional and wholesale investors. The debt notes carried a 10.0% coupon rate, and as approved at the Annual General Meeting, held on 25 November�2014, will become convertible notes, which can convert into ordinary shares (at a 10.0% discount to the 5 day VWAP). The convertible notes will also carry free attached options to purchase further shares in the Company.

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As at 31 December�2014, $650,000 of the convertible notes, together with the capitalised interest, has been converted into 50,837,784 ordinary shares in the Company.

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Subsequent to 31 December�2014, a further $110,000 of convertible notes plus capitalised interest has been converted into 8,258,496 ordinary shares in the Company.

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On 30 December�2014, the Company advised its shareholders that the Share Purchase Plan (�SPP�) announced on 3 December�2014, closed at 5:00pm (AEDT) on Monday, 22 December�2014, with applications received for 19,074,112 new shares raising $257,500.

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In accordance with the previously published indicative timetable for the SPP, the new shares were issued on 30 December�2014.

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Subsequent to 31 December�2014, the Company announced that it has entered into a A$24 million Standby Equity Placement Facility Agreement with the Kentgrove Capital Growth Fund, an investment fund managed by Kentgrove Capital Pty Ltd, a Melbourne-based investment and advisory firm, to strengthen the Company�s funding position.

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Under the Agreement, Kentgrove Capital may provide the Company with up to A$24 million of equity capital via placements over the next 24 months. Proceeds from the Facility will be used to fund the growth of the Company�s flagship lead breast cancer risk test, BREVAGenplus and for general working capital.

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Under the Agreement, the Company can determine whether or not it will request a subscription from Kentgrove Capital, can set the time period of the placements, the maximum amount of the placements and the minimum issue price. For each placement made via the Facility, shares will be issued at a 5% discount to a volume weighted average price (VWAP) over the placement time period.

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Sale of heritage Australian Genetics business

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On 19 November�2014, the Company announced that it had completed the sale of its heritage Australian Genetics business to Specialist Diagnostics Services Ltd (�SDS�), the wholly owned

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pathology subsidiary of Primary Health Care Ltd. Under the terms of sale, SDS acquired the Australian Genetics business for $2.0M, in cash.

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Key Managerial Changes

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As announced on 25 November�2014, following the resignation of Ms.�Alison Mew as Chief Executive Officer, for personal-health related reasons, Mr.�Eutillio Buccilli, the then Chief Financial Officer, was appointed to the dual role of Chief Operating Officer and Chief Financial Officer and Mr.�Mark Ostrowski, previously Senior VP Sales and Marketing was appointed to the position of President, Phenogen Sciences Inc., based in the US, with both appointments to have immediate effect.

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Annual Report

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The Company published its Annual Report on 27 October�2014. The Annual Report is available on the company�s website at www.gtglabs.com

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Signed on behalf of Genetic Technologies Limited

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Appendix 4C

Quarterly report for entities

admitted on the basis of commitments

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Rule�4.7B

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Appendix 4C

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Quarterly report

for entities admitted

on the basis of commitments

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Introduced 31/3/2000.� Amended 30/9/2001, 24/10/2005.

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Name of entity

GENETIC TECHNOLOGIES LIMITED

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Consolidated statement of cash flows

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+ See chapter 19 for defined terms.

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Consolidated statement of cash flows (cont.)

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+ See chapter 19 for defined terms.

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Payments to directors of the entity and associates of the directors

Payments to related entities of the entity and associates of the related entities

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Non-cash financing and investing activities

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Financing facilities available

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Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).

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+ See chapter 19 for defined terms.

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Reconciliation of cash

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Reconciliation of cash at the end of the quarter

(as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows:

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Acquisitions and disposals of business entities

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Compliance statement

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1�������������������� This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

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2�������������������� This statement does give a true and fair view of the matters disclosed.

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Notes

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1.��������������������������� The quarterly report provides a basis for informing the market how the entity�s activities have been financed for the past quarter and the effect on its cash position.� An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

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2.��������������������������� The definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report except for any additional disclosure requested by AASB 107 that are not already itemised in this report.

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3.��������������������������� Accounting Standards. �ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities.� If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

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+ See chapter 19 for defined terms.

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