424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on July 29, 2010
Filed
pursuant to Rule 424(b)(3)
File
No. 333-161922
Prospectus
Supplement No. 3
(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.
Completion
of Sale of Common Stock and Warrants
As
previously reported 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 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.
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 27, 2010