424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on July 22, 2010
Filed
pursuant to Rule 424(b)(3)
File
No. 333-161922
Prospectus
Supplement No. 2
(To
Prospectus dated May 3, 2010)
NOVELOS
THERAPEUTICS, INC.
15,601,703
shares of common stock
This
prospectus supplement supplements the Prospectus dated May 3, 2010, relating to
the resale of 15,601,703 shares of our common stock. This prospectus
supplement should be read in conjunction with the Prospectus.
Entry
into a Material Definitive Agreement
On July
21, 2010, we entered into securities purchase agreements with institutional
investors to sell units consisting of an aggregate of 21,428,576 shares of our
common stock and five-year warrants to purchase up to an aggregate of 16,071,434
shares of our common stock at an exercise price of $0.07 per share, for gross
proceeds of $1.5 million. The estimated net proceeds of the offering,
after deducting $120,000 in placement agent fees and an estimated $130,000 in
other transaction expenses, will be $1.25 million. Each unit consists
of one share of common stock and a warrant to purchase 0.75 shares of common
stock. The price per unit at which the units are being sold in the
offering is $0.07.
In
connection with obtaining the consent of our preferred stockholders for the
transaction, which they have granted pursuant to a consent and waiver dated July
6, 2010, as amended on July 21, 2010, we will issue five-year warrants to them
for the purchase of up to an aggregate of 16,071,434 shares of common stock at
an exercise price of $0.105 per share following the consummation of the
transaction. The warrants will not be exercisable until we secure
stockholder approval to amend our Certificate of Incorporation to increase the
number of shares of common stock authorized thereunder to a sufficient number to
cover the full exercise of these warrants.
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 July 22, 2010