Published on July 7, 2010
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155
Seaport Boulevard
Boston,
MA 02210-2600
617 832 1000 main
617 832 7000 fax
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July
6, 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. 2 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 Amendment No. 2 (the “Amendment”) to the Company’s Registration
Statement on Form S-1 initially filed with the Securities and Exchange
Commission on May 11, 2010 (as amended, the “Registration Statement”). The Registration Statement covers the direct
offering of up to 34,285,714 units, each consisting of one share of the
Company’s common stock, par value $0.00001 per share (the “Common Stock”), and a
warrant to purchase 0.75 shares of Common Stock, by the Company.
The
principal purposes of the Amendment are as follows:
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·
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To
include in the prospectus the number of units to be sold in the offering,
the number of shares of common stock and warrants per unit, the number of
shares purchasable under the warrants, the exercise price of the warrants
and the exercise period for the warrants, each, respectively, as
information requested by the Commission in the first page of its letter
dated June 29, 2010; and
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BOSTON | WASHINGTON | EMERGING
ENTERPRISE
CENTER | FOLEYHOAG.COM
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Securities
and Exchange Commission
July 6,
2010
Page
2
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·
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To
update the disclosure as necessary to reflect events occurring since the
filing of Amendment No. 1 to the Registration Statement with the
Commission on May 25, 2010 (the “Previous
Amendment”).
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We have
transmitted under separate cover a marked copy of the Amendment comparing it to
the Previous Amendment 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.
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Very
truly yours,
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/s/
Paul Bork
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Paul Bork
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PB:vlc
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Mr.
Harry Palmin
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Mr.
Matthew Eckert
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