Published on June 25, 2010
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155
Seaport Boulevard
Boston,
MA 02210-2600
617
832 1000 main
617
832 7000 fax
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June
24, 2010
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617
832 1113
direct
pbork@foleyhoag.com
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Via
Edgar
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Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
DC 20549
Attn:
Bryan J. Pitko
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Re:
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Novelos
Therapeutics, Inc.
Amendment
No. 1 to Registration
Statement
on Form S-1
File No.
333-166744
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Ladies
and Gentlemen:
This
letter constitutes supplemental correspondence on behalf of Novelos
Therapeutics, Inc., a Delaware corporation (the “Company”), related to and filed
together with the Amendment No. 1 (the “Amendment”) to the Company’s
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on May 11, 2010 (as amended, the “Registration Statement”). The Registration Statement covers the direct
offering of shares of the Company’s common stock, par value $0.00001 per share
(the “Common Stock”), and warrants to purchase shares of Common Stock, by the
Company, such shares of Common Stock (including share underlying such warrants)
not to exceed 60,000,000 in the aggregate.
The
principal purposes of the Amendment are as follows:
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To
include the Company’s financial information for the first quarter of
2010;
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·
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To
change the offering contemplated in the prospects from an offering solely
of Common Stock to an offering of units consisting of Common Stock and
warrants to purchase Common Stock;
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·
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To
specify the termination date of the offering, July 21, 2010;
and
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Securities and Exchange Commission
June 24, 2010
Page 2
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·
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To
update the disclosure as necessary to reflect events occurring since the
initial filing of the Registration Statement on May 11,
2010.
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We have
transmitted under separate cover a marked copy of the Amendment comparing it to
the Registration Statement as first filed with the Commission on May 11, 2010 to
facilitate your review.
Should a
member of the Staff have any questions concerning this filing, it is requested
that he or she contact the undersigned, Paul Bork, at (617) 832-1113, or in my
absence, Matthew Eckert at (617) 832-3057.
| Very truly yours, | |||
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/s/ Paul Bork | ||
| Paul Bork | |||
PB:mse
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Mr.
Harry Palmin
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Mr.
Matthew Eckert
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