Published on February 5, 2010
Via
EDGAR
February
5, 2010
Mr.
Jeffrey P. Riedler
Assistant
Director
Division
of Corporation Finance - Mail Stop 4720
United
States Securities and Exchange Commission
Washington,
D.C. 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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Filed
September 15, 2009, Amended December 7, 2009 and January 26,
2010
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File
Number 333-161922
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Dear Mr.
Riedler:
This
letter constitutes supplemental correspondence on behalf of Novelos
Therapeutics, Inc., a Delaware corporation (the “Company”), related to the
above-referenced filing (the “Registration Statement”), and filed together
herewith the Company’s Amendment No. 3 to the Registration Statement (the
“Amendment”).
The
purpose of this letter is to respond to the comments contained in your letter
dated February 4, 2010 addressed to Mr. Harry Palmin, Chief Executive Officer of
the Company concerning Amendment No. 2 to our Registration Statement on Form
S-1, Registration No. 333-161922, filed January 26, 2010 (the “January Comment
Letter”). Set forth below are our responses, on behalf of the
Company, to the January Comment Letter. For your convenience, we have repeated
the Staff’s comment below in bold face type. Except as otherwise indicated, all
statements contained herein concerning factual matters relating to the Company
are based on information provided to us by the Company.
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1.
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We
note your response to our prior comment 2. In addition to the
tables provided in your January 26, 2010 response letter and on pages 46
and 47 of the revised filing, please also include the tables provided in
your December 7, 2009 response letter relating to comments 4 and 5 of our
October 8, 2009 comment letter. To the extent these tables
relate to shares that you are no longer seeking to register; however, you
do not need to include these tables in the
filing.
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Per the
comment above and subsequent discussion with the Staff, the Company has included
the information requested in comment 4 of the October 8, 2009 comment letter on
page 46 of the Amendment. The Company has removed the tables relating
to the warrants, as the shares underlying the warrants have been removed from
the registration statement. In addition, per the comment above, the
table now relates only to the Series E preferred stock overlying the shares of
common stock being registered pursuant to the Registration Statement, as
amended.
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2.
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Please
update your executive compensation disclosure for officers and directors
to reflect the compensation paid during the fiscal year ended December 31,
2009 in addition to the information already
provided.
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The
Company has updated its executive compensation disclosure for officers and
directors to reflect the compensation paid during the fiscal year ended December
31, 2009.
The
Company believes that Amendment No. 3 is responsive to the remaining comments on
the Registration Statement and would like the Staff to similarly conclude, so
that the registration statement can be declared effective as soon as
practicable. Should the Staff have any additional comments or
questions concerning this filing, please contact Paul Bork at (617)832-1113 or
the undersigned, Matthew Eckert, at (617) 832-3057.
| Very truly yours, | |||
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/s/ Matthew Eckert | |
| Matthew Eckert | |||
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cc:
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Mr. Harry
Palmin
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| Ms. Laura Crotty |
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