Published on June 3, 2008
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617.832.1113
pbork@foleyhoag.com
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Via
Edgar
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Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
DC 20549
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Re:
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Novelos
Therapeutics, Inc.
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Registration
Statement on Form S-1
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Ladies
and Gentlemen:
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 Registration Statement on Form S-1 (the “New
Registration Statement”).
The New Registration Statement covers the resale by the selling stockholders
identified therein of shares of the Company’s common stock, par value $.00001
per share (the “Common Stock”) issuable upon exercise of three-year common stock
purchase warrants (the “Warrants”) issued in connection with a private placement
closed in 2005 (the “2005 Private Placement”).
The
New
Registration Statement registers an aggregate of 6,888,413 shares of Common
Stock issuable upon exercise of the Company’s outstanding Warrants (the “Warrant
Shares”). When originally issued, the total number of shares of Common Stock
issuable upon exercise of the Warrants was 2,000,000 (at an exercise price
of
$2.25 per share). However, as a result of subsequent sales of equity securities
by the Company (most recently in April 2008) the aggregate number of shares
of
Common Stock issuable upon exercise has increased to 6,888,413 and the exercise
price has decreased to $0.65 per share. None of the Warrants have been exercised
and all expire on August 9, 2008.
In
accordance with registration rights granted to investors in the 2005 Private
Placement, the Company filed a Registration Statement on Form SB-2 (Reg. No.
333-129744) on November 16, 2005 (the “Original Registration Statement”)
registering, among other shares of Common Stock, all the shares of Common Stock
issued in the 2005 Private Placement and 2,727,200 Warrant Shares. The Original
Registration Statement was declared effective on December 15, 2005.
In
March
2006, the Company completed a second private placement of 11,164,073 shares
of
its Common Stock and warrants to purchase 10,456,927 shares of Common Stock
(the
“2006 Private Placement”). In accordance with the registration rights granted to
investors in the 2006 Private Placement, the Company filed a Registration
Statement on Form SB-2 (Reg. No. 333-133043) on April 6, 2006 registering for
resale by the investors the shares of Common Stock and shares of Common Stock
issuable upon exercise of warrants that were issued in the 2006 Private
Placement (the “Second Registration Statement”). On November 17, 2006 the
Company filed Post-Effective Amendment No. 1 to the Second Registration
Statement which was a combined registration statement which also constituted
Post-Effective Amendment No. 2 to the Original Registration Statement. The
aggregate number of shares of Common Stock covered by the Second Registration
Statement as a result of the combined registration was 34,285,449, including
the
2,727,200 Warrant Shares issued in the 2005 Private Placement. Post-Effective
Amendment No. 1 to the Second Registration Statement was declared effective
on
November 21, 2006.
The
Company’s obligation to maintain an effective registration statement as to the
shares of Common Stock purchased in and/or issuable upon exercise of the
warrants issued in the 2006 Private Placement expired in March 2008. Similarly,
the Company’s obligation to maintain an effective registration statement as to
the shares of common stock issued in the 2005 Private Placement expired in
August 2007. As a result of the expiration of these obligations, the Company
filed on May 22, 2008, another post-effective amendment to the Second
Registration Statement to deregister all such shares that were registered
pursuant to the Second Registration Statement but not sold theretofore.
The
Company also deregistered the 2,727,200 Warrant Shares included in the Second
Registration Statement since it could not, in a post-effective amendment,
increase the number of shares of common stock being registered as necessitated
by the increase in the number of Warrant Shares issuable upon exercise of the
Warrants. However, the Company remains obligated to keep the Warrant Shares
registered until all the Warrant Shares have been sold or may be sold without
volume restrictions under Rule 144. This obligation is the reason for the filing
of the New Registration Statement.
Should
a
member of the Staff have any questions concerning this filing, it is requested
that he or she contact the undersigned, Paul Bork, at (617) 832-1113, or in
my
absence, Amanda Vendig at (617) 832-3091.
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Sincerely,
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/s/
Paul Bork
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Paul Bork
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PB
Enclosures
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Mr.
Harry Palmin
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Ms.
Amanda Vendig