424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on October 19, 2010
Filed
pursuant to Rule 424(b)(3)
File
No. 333-161922
Prospectus
Supplement No. 5
(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.
Increase
in Authorized Shares of Common Stock
On
October 18, 2010, we held a special meeting of stockholders. At the
meeting, our stockholders approved an amendment to our certificate of
incorporation to increase the total number of authorized shares of our common
stock from 225 million shares to 750 million shares. Of 111,931,182
shares of common stock outstanding and entitled to vote at the special meeting,
67,279,781 shares were voted in favor of the proposal and 8,617,627 shares were
voted against the proposal, 30,293 shares abstained and there were no broker
non-votes. All 408.264045 shares of our Series E convertible
preferred stock outstanding and entitled to vote at the special meeting were
voted in favor of the proposal. 83,300,087 shares of common stock and
shares of Series E convertible preferred stock, voting on an as-converted basis,
were voted together, as a single class, in favor of the proposal; 8,612,627
shares were voted against the proposal; 30,293 shares abstained; and there were
no broker non-votes. Following the conclusion of the meeting an
amendment to our certificate of incorporation effecting the increase in
authorized common stock was filed with the Delaware Secretary of
State.
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 October 19, 2010