424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on December 14, 2009
Filed
pursuant to Rule 424(b)(3)
File
No. 333-143263
Prospectus
Supplement No. 6
(To
Prospectus dated April 27, 2009)
NOVELOS
THERAPEUTICS, INC.
12,000,000
shares of common stock
This
prospectus supplement supplements the Prospectus dated April 27, 2009, relating
to the resale of 12,000,000 shares of our common stock. This
prospectus supplement should be read in conjunction with the
Prospectus.
Compensatory
Arrangements of Certain Officers
On
December 8, 2009, the board of directors of Novelos Therapeutics, Inc. (the
“Company”) approved a special bonus plan for all employees of the Company (the
“Plan”). The Plan provides for the payment of contingent cash bonuses
in three equal installments in aggregate amounts ranging from 80% to 150% of
annual 2009 salaries for each employee. All payments under the Plan
are conditioned upon the achievement of favorable results for the Phase 3
clinical trial of NOV-002 in non-small cell lung cancer (the “Phase 3 Trial”),
as described below.
The first
installment will become payable immediately upon the satisfaction of both of the
following conditions:
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·
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the
announcement results for the Phase 3 Trial showing statistically
significant improvement in median overall survival;
and
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|
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·
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the
receipt by the Company of at least $20 million in proceeds from either the
sale of its capital stock or a partnering transaction, or upon a change in
control of the Company.
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The
second and third installments will be payable on the first and second
anniversaries of the announcement of the results of the Phase 3 Trial following
the satisfaction of either of the following conditions:
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·
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the
results of the Phase 3 Trial show 25% or greater improvement in median
overall survival of patients receiving NOV-002 and chemotherapy as
compared to patients receiving chemotherapy alone;
or
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|
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·
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the
results of the Phase 3 Trial show statistically significant improvement in
median overall survival and United States Food and Drug Administration
approves NOV-002 for use in the treatment of advanced non-small cell lung
cancer in combination with first-line chemotherapy (paclitaxel and
carboplatin) without requiring an additional efficacy
trial.
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The
payment of the second and third installments is subject to acceleration in the
event of a change in control of the Company, provided that the above conditions
have been satisfied.
All of
the Company’s employees are eligible for participation in the Plan, including
the following executive officers, who were identified as Named Executive
Officers, or NEOs, in our annual report on Form 10-K for the year ended December
31, 2008. If the conditions to the payments of the bonuses provided
under the Plan are satisfied, our NEOs will receive the following
amounts:
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Installment 1
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Installment 2
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Installment 3
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||||||||||
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Harry
S. Palmin
|
$ | 125,000 | $ | 125,000 | $ | 125,000 | ||||||
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Christopher
J. Pazoles
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86,167 | 86,167 | 86,167 | |||||||||
|
Kristin
C. Schuhwerk
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100,000 | 100,000 | 100,000 | |||||||||
Investing
in our common stock involves a high degree of risk.
See
Risk Factors beginning on page 7 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 December 14, 2009