Published on August 29, 2007
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617.832.1113
pbork@foleyhoag.com
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Via
EDGAR
August
29, 2007
Mr.
Jeffrey Riedler
Assistant
Director
Division
of Corporation Finance - Mail Stop 6010
United
States Securities and Exchange Commission
Washington,
D.C. 20549
| Re: |
Novelos
Therapeutics, Inc.
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Amendment
No. 3 to the Registration Statement on Form SB-2 (Registration No.
333-143263)
Dear
Mr.
Riedler:
This
letter constitutes supplemental correspondence on behalf of Novelos
Therapeutics, Inc., a Delaware corporation (the “Company”), related to and filed
together with the Company’s Amendment No. 3 to the Registration Statement on
Form SB-2, Registration No. 333-143263, which was originally filed with the
SEC
on May 25, 2007. This letter also responds to the comments contained in your
letter dated July 24, 2007 addressed to Mr.
Harry
Palmin,
Chief
Executive Officer of the Company
concerning Amendment No. 2 to our Registration Statement on Form SB-2,
Registration No. 333-14363, filed June 26, 2007 (the “Comment Letter”).
Set
forth
below are our responses, on
behalf
of the Company, to
the
Comment Letter. For
your
convenience, we have repeated the Staff’s comment below in bold face type.
Except
as
otherwise indicated, all statements contained herein concerning factual matters
relating to the Company are based on information provided to us by the
Company.
We
note your response to our comment. However, given the nature and size of this
offering--in particular, the fact that the shares you are registering total
more
than 60% of the shares held by non-affiliates--the offering appears to be a
primary offering. Therefore, unless you revise the nature and/or size of this
offering, you will need to do the following:
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file
a registration statement for the “resale” offering at the time of each
conversion of preferred stock or exercise of warrants because you
are not
eligible to conduct the offering on a delayed or continuous basis
under
Rule 415(a)(1)(x);
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·
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register
the transaction on the form you are eligible to use to register the
transaction as a primary offering (either Form SB-2 or Form
S-1);
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·
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identify
the selling shareholders as underwriters in the registration statement;
and
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include
the price at which the underwriters will sell the
securities.
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As
a
result of your Comment Letter and our further discussions with the Staff, the
Company is amending their registration statement to reduce the number of shares
being registered for resale from 23,400,000 shares of common stock to 12,000,000
shares of common stock. The shares of common stock being registered are issuable
upon conversion of a portion of our currently outstanding Series B Preferred
Stock. As noted on page 43 of the registration statement, the Company currently
has 36,947,673 shares of common stock outstanding and held by non-affiliates.
Thus, the 12,000,000 shares of common stock that the Company is seeking to
register represent less than 1/3 of the total number of shares of common stock
outstanding and held by non-affiliates.
In
addition to effecting the reduction in the number of shares being offered,
Amendment No. 3 to the registration statement provides updated disclosure
reflecting the passage of time since the filing of the prior amendment,
particularly the Company’s interim financial statements for the six months ended
June 30, 2007. For your information, the Company filed its quarterly report
on
Form 10-QSB for the quarter ended June 30, 2007 with the SEC on August 10,
2007.
For the convenience of the Staff, the Company is separately providing paper
copies of Amendment No. 3 to the registration statement marked to show changes
from Amendment No. 2.
The
Company believes that Amendment No. 3 is responsive to the remaining comments
on
the registration statement and would like the Staff to similarly conclude,
so
that the registration statement can be declared effective as soon as
practicable. Should the Staff have any additional comments or questions
concerning this filing, please contact the undersigned, Paul Bork, at (617)
832-1113 or, in my absence, Amanda Kirouac at (617) 832-3091.
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Very
truly yours,
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/s/
Paul Bork
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Paul
Bork
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| cc: |
Mr.
Harry Palmin
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Mr.
Greg
Belliston
Ms.
Suzanne Hayes
-2-