8-K: Current report filing
Published on July 28, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report: July 27, 2010
(Date of earliest event
reported)
NOVELOS
THERAPEUTICS, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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333-119366
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04-3321804
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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One
Gateway Center, Suite 504
Newton,
MA 02458
(Address of principal executive
offices)
(617)
244-1616
(Registrant's telephone number,
including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01
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OTHER
EVENTS
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As previously reported on the Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) by us on July 22,
2010, we entered into securities purchase agreements with institutional
investors on July 21, 2010. On July 27, 2010, pursuant to the
securities purchase agreements, we completed the sale 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. After deducting
transaction costs, we estimate that the net proceeds will be approximately $1.25
million.
As previously reported on the Form 8-K
filed with the SEC by us on July 22, 2010, we obtained the consent of our
preferred stockholders for the transaction pursuant to a consent and waiver
dated July 6, 2010, as amended on July 21, 2010. In connection with
obtaining this consent, we have agreed to issue five-year warrants to our
preferred stockholders 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.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
July 27, 2010
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NOVELOS
THERAPEUTICS, INC.
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By:
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/s/
Harry S. Palmin
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Name:
Harry S. Palmin
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Title:
President and Chief Executive
Officer
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