Attached files
| file | filename |
|---|---|
| EX-10.3 - Cellectar Biosciences, Inc. | v191210_ex10-3.htm |
| EX-99.1 - Cellectar Biosciences, Inc. | v191210_ex99-1.htm |
| EX-10.1 - Cellectar Biosciences, Inc. | v191210_ex10-1.htm |
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 21, 2010
(Date of earliest event
reported)
NOVELOS
THERAPEUTICS, INC.
(Exact name of registrant as
specified in its charter)
|
Delaware
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333-119366
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04-3321804
|
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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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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¨
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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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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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.
A copy of the form of securities
purchase agreement entered into with the institutional investors is attached as
Exhibit 10.1 to this current report and is incorporated in this description by
reference. A copy of the form of common stock purchase warrant that
will be issued to the institutional investors pursuant to the offering is
included as an exhibit to Exhibit 10.1 to this current report and is
incorporated in this description by reference.
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.
The consent and waiver, and the
amendment to the consent and waiver, are included as Exhibit 10.2 and Exhibit
10.3, respectively, to this current report and are incorporated in this
description by reference. A copy of the form of incentive warrant that will be
issued to our preferred stockholders pursuant to the consent and waiver, as
amended, is included as an exhibit to Exhibit 10.3 to this current report and is
incorporated in this description by reference.
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ITEM
7.01
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REGULATION
FD DISCLOSURE
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A copy of
the press release issued by us on July 22, 2010 announcing the signing of the
securities purchase agreement is furnished as Exhibit 99.1 and is incorporated
by reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(c)
Exhibits
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Number
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Title
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10.1
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Form
of Securities Purchase Agreement dated July 21, 2010
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10.2
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Written
Consent and Waiver of Holders of Series C Convertible Preferred Stock and
Series E Convertible Preferred Stock dated July 6, 2010 (incorporated by
reference to Exhibit 10.52 to the Amendment No. 2 to the company’s
registration statement on Form S-1 filed with the Securities and Exchange
Commission on July 7, 2010)
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10.3
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Amendment
to Consent and Waiver of Holders of Series C Convertible Preferred Stock
and Series E Convertible Preferred Stock dated July 21,
2010
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99.1
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Press
Release dated July 22, 2010 entitled “Novelos Therapeutics Announces $1.5
Million Registered Direct
Offering”
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2
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
22, 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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3
EXHIBIT
INDEX
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Number
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Title
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|
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10.1
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Form
of Securities Purchase Agreement dated July 21, 2010
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|
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10.2
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Written
Consent and Waiver of Holders of Series C Convertible Preferred Stock and
Series E Convertible Preferred Stock dated July 6, 2010 (incorporated by
reference to Exhibit 10.52 to the Amendment No. 2 to the company’s
registration statement on Form S-1 filed with the Securities and Exchange
Commission on July 7, 2010)
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|
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10.3
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Amendment
to Consent and Waiver of Holders of Series C Convertible Preferred Stock
and Series E Convertible Preferred Stock dated July 21,
2010
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99.1
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Press
Release dated July 22, 2010 entitled “Novelos Therapeutics Announces $1.5
Million Registered Direct
Offering”
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4