Attached files
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| EX-10.1 - Cellectar Biosciences, Inc. | v204257_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: November 30, 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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
November 30, 2010, we entered into an Exchange Agreement with each of the
holders of our Series E preferred stock and Series C preferred stock pursuant to
which each such holder exchanged all of the holder’s shares of Series E
preferred stock or Series C preferred stock, as applicable, and all rights,
preferences and privileges associated therewith (including but not limited to
any accrued but unpaid dividends thereon) and any rights of the holder to
liquidated damages under agreements to register our capital stock, for an
aggregate of 340,935,801 shares of common stock, representing 75.3% of the
Company’s common stock outstanding effective immediately following the
exchange. The outstanding warrants to purchase our common stock held
by the former holders of preferred stock were not affected by the
exchange. These outstanding warrants are exercisable for an aggregate
of 31,324,933 shares of common stock at prices ranging from $0.105 to $1.25 per
share and expire on dates ranging from May 2, 2012 through December 31,
2015.
The
Series E preferred stock and Series C preferred stock were convertible by their
terms at a conversion price of $0.65 per share of common stock. The effective
price per share at which the common stock was issued in connection with the
exchange (based on the aggregate liquidation preference of all of the preferred
stock divided by the total number of shares of common stock issued in exchange
for such preferred stock) was approximately $0.08. The market price
of our common stock as of the last trading day immediately preceding the
exchange was $0.04.
As a
result of the exchange, all of the liquidation preference applicable to the
preferred stock, approximately $27,300,000 as of November 30, 2010, has been
eliminated. Furthermore, the Series E preferred stock and Series C
preferred stock accumulated dividends at rates of 9% per annum and 20% per
annum, respectively. Unpaid dividends were added to the liquidation preference
of the preferred stock. Given our lack of funds to pay dividends on
our preferred stock, this additional accrual would have resulted in an annual
aggregate increase of liquidation preference equal to approximately $2,327,000
had the preferred stock remained outstanding. Finally, as a result of
the exchange, the special voting rights that the Series E preferred stock and
Series C preferred stock had previously held are no longer applicable, and the
former holders of Series E preferred stock have released any rights to require
the registration of shares of our common stock for resale under the Securities
Act.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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As
described in Item 1.01, on November 30, 2010, we issued 340,935,801 shares of
common stock (the “Exchange Shares”) in exchange for all outstanding shares of
Series E preferred stock and all outstanding shares of Series C preferred
stock. The issuance was made pursuant to an exchange agreement
between the Company and all holders of its preferred stock.
The
issuance of the shares of our common stock in exchange for shares of our
preferred stock was exempt from registration under the Securities Act by virtue
of Section 3(a)(9) thereof.
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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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Exchange
Agreement dated November 30, 2010 between the Company and the holders of
Series C Convertible Preferred Stock and Series E Convertible Preferred
Stock
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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:
November 30, 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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EXHIBIT
INDEX
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Number
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Title
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10.1
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Exchange
Agreement dated November 30, 2010 between the Company and the holders of
Series C Convertible Preferred Stock and Series E Convertible Preferred
Stock
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