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Form 6-K GENETIC TECHNOLOGIES For: Jan 09

January 9, 2015 9:59 AM EST

FORM�6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

dated January 9, 2015

Commission File Number 0-51504

GENETIC TECHNOLOGIES LIMITED

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant�s Name)

60-66 Hanover Street

Fitzroy

Victoria 3065 Australia

(Address of principal executive offices)

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

Form�20-F �x��Form�40-F �o

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

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

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.

Yes �o��No �x

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



SIGNATURES

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.

Date:� January 9, 2015

GENETIC TECHNOLOGIES LIMITED

By:

/s/ Bronwyn Christie

Name:

Bronwyn Christie

Title:

Company Secretary

2



EXHIBIT�INDEX

Exhibit

Description�of�Exhibit

99.1

Appendix 3B, January 9, 2015

3


Exhibit�99.1

Rule�2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

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.

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

Name of entity

GENETIC TECHNOLOGIES LIMITED

ABN

17 009 212 238

We (the entity) give ASX the following information.

Part�1 - All issues

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

1

+Class�of +securities issued or to be issued

Ordinary shares

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

8,005,900 in respect of conversion of 110,000 convertible notes

252,596 in respect of interest accrued under the convertible note

3

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares



Appendix 3B

New issue announcement

4

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

����������������� the date from which they do

����������������� the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

����������������� the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes

5

Issue price or consideration

The face value of Convertible Notes converted at $1.00 per note ($110,000), plus interest accrued ($3,474).There will be no additional funds received by the Company for the Notes becoming Convertible Notes.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

To provide the Company with general working capital and to fund the continuing commercialisation and to facilitate the acceptance and growth of the Company�s flagship lead breast cancer risk test BREVAGenplusTM.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule�7.1A?

If Yes, complete sections 6b � 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule�7.1A was passed

Not applicable

6c

Number of +securities issued without security holder approval under rule�7.1

Not applicable

6d

Number of +securities issued with security holder approval under rule�7.1A

Not applicable


+ See chapter 19 for defined terms.

2



[Type text]

6e

Number of +securities issued with security holder approval under rule�7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f

Number of securities issued under an exception in rule�7.2

Not applicable

6g

If securities issued under rule�7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule�7.1A.3?� Include the issue date and both values.� Include the source of the VWAP calculation.

Not applicable

6h

If securities were issued under rule�7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

6i

Calculate the entity�s remaining issue capacity under rule�7.1 and rule�7.1A � complete Annexure 1 and release to ASX Market Announcements

116,358,105

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

9 January�2015

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

856,860,254

Ordinary shares


+ See chapter 19 for defined terms.

3



Appendix 3B

New issue announcement

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

1,875,000

Options at $0.19, exp. 31/3/2016 (GTGAW)

1,000,000

Options at $0.20, exp. 31/7/2016 (GTGAM)

750,000

Options at $0.12, exp. 20/2/2017 (GTGAK)

2,650,000

Options at $0.14, exp. 29/8/2017 (GTGAO)

250,000

Options at $0.10, exp. 1/12/17 (GTGAQ)

500,000

Options at $0.10, exp. 25/1/18 (GTGAS)

750,000

Options at $0.105, exp. 11/7/18 (GTGAY)

6,875,000

Options at $0.04, exp. 31/5/19 (GTGAA)

1,390,000

Convertible Notes issued on 3 December�2014 (GTGAB)

143,333,333

Options at $0.015, exp. 2/12/2018 (GTGAC)


+ See chapter 19 for defined terms.

4



[Type text]

Part�2 - Bonus issue or pro rata issue

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

11

Is security holder approval required?

12

Is the issue renounceable or non-renounceable?

13

Ratio in which the +securities will be offered

14

+Class�of +securities to which the offer relates

15

+Record date to determine entitlements

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17

Policy for deciding entitlements in relation to fractions

18

Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule�7.7.

19

Closing date for receipt of acceptances or renunciations

20

Names of any underwriters

21

Amount of any underwriting fee or commission

22

Names of any brokers to the issue

23

Fee or commission payable to the broker to the issue

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

25

If the issue is contingent on +security holders� approval, the date of the meeting


+ See chapter 19 for defined terms.

5



Appendix 3B

New issue announcement

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28

Date rights trading will begin (if applicable)

29

Date rights trading will end (if applicable)

30

How do +security holders sell their entitlements in full through a broker?

31

How do +security holders sell part of their entitlements through a broker and accept for the balance?

32

How do +security holders dispose of their entitlements (except by sale through a broker)?

33

+Despatch date

Part�3 - Quotation of securities

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

34

Type of securities

(tick one)

(a)

x

Securities described in Part�1

(b)

o

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities


+ See chapter 19 for defined terms.

6



[Type text]

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38

Number of securities for which +quotation is sought

39

Class�of +securities for which quotation is sought

40

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

������������ the date from which they do

������������ the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

������������ the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number

+Class

42

Number and +class of all +securities quoted on ASX

(including the securities in clause 38)


+ See chapter 19 for defined terms.

7



Appendix 3B

New issue announcement

Quotation agreement

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

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

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

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

����������������������������������������� 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.

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

����������������������������������������� 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.

����������������������������������������� 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.

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.

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.

Sign here:

Date: 9 January�2015

Chief Operating Officer�& Chief Financial Officer

Print name:

Eutillio Buccilli

== == == == ==


+ See chapter 19 for defined terms.

8



[Type text]

Appendix 3B � Annexure 1

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

Introduced 01/08/12

Part�1

Rule�7.1 � Issues exceeding 15% of capital

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

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

581,408,642

Add the following:

������� Number of fully paid ordinary securities issued in that 12 month period under an exception in rule�7.2

19,074,112

������� Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

321,731,580

������� Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

������������ Include only ordinary securities here � other classes of equity securities cannot be added

������������ Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

������������ It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

75,937,500

�A�

846,276,834

Step 2: Calculate 15% of �A�

�B�

0.15

[Note: this value cannot be changed]

Multiply �A� by 0.15

126,941,525


+ See chapter 19 for defined terms.

9



Appendix 3B

New issue announcement

Step 3: Calculate �C�, the amount of placement capacity under rule�7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

������� Under an exception in rule�7.2

������� Under rule�7.1A

������� With security holder approval under rule�7.1 or rule�7.4

Note:

������� This applies to equity securities, unless specifically excluded � not just ordinary securities

������� Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

������� It may be useful to set out issues of securities on different dates as separate line items

�C�

10,583,420

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

�A� x 0.15

Note: number must be same as shown in Step 2

126,941,525

Subtract �C�

Note: number must be same as shown in Step 3

10,583,420

Total [�A� x 0.15] � �C�

116,358,105

[Note: this is the remaining placement capacity under rule�7.1]


+ See chapter 19 for defined terms.

10



[Type text]

Part�2

Rule�7.1A � Additional placement capacity for eligible entities

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

�A�

Note: number must be same as shown in Step 1 of Part�1

Step 2: Calculate 10% of �A�

�D�

0.10

Note: this value cannot be changed

Multiply �A� by 0.10

Step 3: Calculate �E�, the amount of placement capacity under rule�7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule�7.1A

Notes:

������� This applies to equity securities � not just ordinary securities

������� Include here � if applicable � the securities the subject of the Appendix 3B to which this form is annexed

������� Do not include equity securities issued under rule�7.1 (they must be dealt with in Part�1), or for which specific security holder approval has been obtained

������� It may be useful to set out issues of securities on different dates as separate line items

�E�


+ See chapter 19 for defined terms.

11



Appendix 3B

New issue announcement

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

�A� x 0.10

Note: number must be same as shown in Step 2

Subtract �E�

Note: number must be same as shown in Step 3

Total [�A� x 0.10] � �E�

Note: this is the remaining placement capacity under rule�7.1A


+ See chapter 19 for defined terms.

12




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