8-K: Current report filing
Published on August 18, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of
Report: August 12, 2008
(Date
of earliest event reported)
NOVELOS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-119366
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04-3321804
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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One
Gateway Center, Suite 504
Newton,
MA 02458
(Address
of principal executive offices)
(617)
244-1616
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
August
14, 2008, we entered into a securities purchase agreement (the “Purchase
Agreement”), covering the issuance and sale of an aggregate of 4,615,384 shares
of our common stock, par value $0.00001 (the “Common Stock”), to two related
accredited investors at $0.65 per share.
The
Purchase Agreement provides that on and after six months following the closing,
if there is not an available exemption from Rule 144 under the Securities Act
to
permit the sale of the Common Stock by the Purchasers, then we will use our
best
efforts to file a registration statement (the “Registration Statement”) under
the Securities Act with the SEC covering the resale of the Common Stock. It
further provides that we will use our best efforts to maintain the effectiveness
of the Registration Statement until one year from closing or until all the
Common Stock has been sold or transferred; whichever occurs first.
The
Purchase Agreement also provides that if, prior to our public announcement
of
the conclusion of our NOV-002 Phase III clinical trial in non-small cell lung
cancer (the “Announcement Date”), we complete a Subsequent Equity Financing (as
defined therein) and the holders of shares of our Series D Preferred Stock
(“the
Series D Shares”) receive a reduction in the effective conversion price or
exercise price, as applicable, of the Series D Shares or common stock purchase
warrants issued in connection with the issuance of the Series D shares or
receive additional shares of Common Stock, as consideration in connection with
any consent given by the holders of Series D Shares, then the Purchasers shall
be entitled to receive substantially equivalent consideration, on a proportional
basis, in the form of additional shares of Common Stock based on the formula
detailed in the Purchase Agreement.
On and
after the Announcement Date we have no further obligation to deliver additional
shares of common stock under the Purchase Agreement.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On
August
15, 2008, we closed the sale of Common Stock described in Item 1.01 above,
receiving aggregate gross proceeds of approximately $3 million.
This
sale
of Common Stock was exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(a)
As
disclosed in our Form 10-Q for the quarter ended June 30, 2008, on August 12,
2008, Simyon Palmin, one of our founders, resigned from our board of directors
for personal reasons. Mr. Palmin currently remains an employee in the role
of
director of Russian relations. We expect that he will transition to the role
of
a non-employee consultant prior to year end.
ITEM
7.01 REGULATION FD DISCLOSURE
A
copy of
the press release issued by us on August 18, 2008 announcing the closing of the sale of Common Stock is filed as Exhibit 99.1 and is incorporated
by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits
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Number
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Title
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10.1
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Securities
Purchase Agreement dated August 14, 2008
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99.1
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Press
Release dated August 18, 2008 entitled “Novelos Therapeutics Closes $3
Million Private Placement”
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SIGNATURE
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.
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Dated:
August 18, 2008
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NOVELOS
THERAPEUTICS, INC.
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By:
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/s/
Harry S. Palmin
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Harry
S. Palmin
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Number
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Title
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10.1
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Securities
Purchase Agreement dated August 14, 2008
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99.1
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Press
Release dated August 18, 2008 entitled “Novelos Therapeutics Closes $3
Million Private Placement”
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