424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on August 18, 2008
Filed
pursuant to Rule 424(b)(3)
File
No. 333-143263
Prospectus
Supplement No. 3
(To
Prospectus dated April 28, 2008)
NOVELOS
THERAPEUTICS, INC.
12,000,000
shares of common stock
This
prospectus supplement supplements the Prospectus dated April 28, 2008, relating
to the resale of 12,000,000 shares of our common stock. This prospectus
supplement should be read in conjunction with the Prospectus.
Sale
of Common Stock
On
August
14, 2008, we entered into a securities purchase agreement covering the issuance
and sale of an aggregate of 4,615,384 shares of our common stock (the “New
Restricted Shares”) in a private placement 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 New Restricted Shares by the purchasers, then we will
use
our best efforts to file a registration statement under the Securities Act
with
the SEC covering the resale of the New Restricted Shares. It further provides
that we will use our best efforts to maintain the effectiveness of such
registration statement until one year from closing or until all the New
Restricted Shares have 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.
On
August
15, 2008, we closed the sale of the New Restricted Shares described above,
receiving aggregate gross proceeds of approximately $3 million.
The
sale
of the New Restricted Shares was exempt from registration under Section 4(2)
of
the Securities Act.
Resignation
of Director
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.
Investing
in our common stock involves a high degree of risk.
See
Risk Factors beginning on page 6 of the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed on the adequacy or
accuracy of this prospectus supplement. Any representation to the contrary
is a
criminal offense.
The
date
of this prospectus supplement is August 18, 2008