8-K: Current report filing
Published on November 4, 2009
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: November 3, 2009
(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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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant
to Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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ITEM
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR
BYLAWS
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ITEM
8.01
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OTHER
EVENTS
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On
November 3, 3009, we held a special meeting in lieu of annual meeting of
stockholders. At the meeting, our stockholders approved an amendment
to our certificate of incorporation to increase the total number of authorized
shares of our common stock by 75 million shares, from 150 million to 225
million. Following the adjournment of the meeting, we filed the
amendment with the Secretary of State of Delaware, and it went into effect on
November 3, 2009.
In
addition to the approval of the amendment of our certificate of incorporation as
described above, our stockholders re-elected each incumbent member of our board
of directors and approved an amendment to our 2006 Stock Incentive Plan to
increase the shares of common stock authorized under the plan by 5 million
shares, from 5 million to 10 million. The amendment to the 2006 Stock
Incentive Plan became effective immediately upon its approval by our
stockholders.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
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Number
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Title
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3.1
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Certificate
of Amendment of the Amended and Restated Certificate of Incorporation of
Novelos Therapeutics, Inc.
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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:
November 4, 2009
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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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3.1
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Certificate
of Amendment of the Amended and Restated Certificate of Incorporation of
Novelos Therapeutics, Inc.
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