Attached files
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| EX-3.1 - Cellectar Biosciences, Inc. | v199363_ex3-1.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: October 18, 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):
|
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
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR
BYLAWS
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ITEM
5.07
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
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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.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
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Number
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Title
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3.1
|
Certificate
of Amendment of the Amended and Restated Certificate of Incorporation of
Novelos Therapeutics, Inc.
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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:
October 19, 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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Harry
S. Palmin
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Number
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Title
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|
3.1
|
Certificate
of Amendment of the Amended and Restated Certificate of Incorporation of
Novelos Therapeutics, Inc.
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