UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 2, 2006
(Date of earliest event reported)
NOVELOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-119366 04-3321804
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 2, 2006, we entered into a securities purchase agreement with
approximately 35 accredited investors whereby we sold 11,154,073 shares of our
common stock and agreed to issue warrants to purchase 8,365,542 shares of our
common stock for an aggregate purchase price of $15,058,005. The warrants are
exercisable until March 2011 at an exercise price of $2.50 per share.
We agreed to register the resale of the shares of common stock sold in the
offering and issuable upon exercise of the warrants. We are required to file the
registration statement with the SEC by 30 days after the closing and use our
best efforts to cause the registration statement to be declared effective under
the Securities Act of 1933, as amended, within 120 days after the closing of the
offering. We are required to use our best efforts to keep the registration
statement continuously effective under the Securities Act until the earlier of
the date when all the registrable securities covered by the registration
statement have been sold or the second anniversary of the closing. In the event
that the registration statement is not filed or declared effective when due, we
are obligated to pay the investors liquidated damages in the amount of 1% of the
purchase price for each month in which we are in default.
Oppenheimer & Co., Inc. acted as the placement agent and Rodman & Renshaw,
LLC acted as the sub-placement agent in connection with the offering. The
aggregate commissions payable to Oppenheimer and Rodman & Renshaw in connection
with the private placement were approximately $1,000,000. In addition, we issued
them warrants to purchase 669,244 shares of common stock identical to those sold
to the investors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Number Description
99.1 Press Release dated March 2, 2006 entitled "Novelos
Therapeutics Announces $12.9 million Private Placement"
99.2 Form of Securities Purchase Agreement dated March 2, 2006
99.3 Form of Common Stock Purchase Warrant dated March 2006
99.4 Placement Agent Agreement with Oppenheimer & Co. Inc. dated
December 19, 2005
99.5 Press release dated March 2, 2006 entitled "Novelos
Therapeutics Announces $15 million Private Placement,
Supplementing Today's Earlier Announcement"
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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.
Dated: March 2, 2006 NOVELOS THERAPEUTICS, INC.
By: /s/ Harry S. Palmin
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Name: Harry S. Palmin
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
NUMBER DESCRIPTION
99.1 Press Release dated March 2, 2006 entitled "Novelos Therapeutics
Announces $12.9 million Private Placement"
99.2 Form of Securities Purchase Agreement dated March 2, 2006
99.3 Form of Common Stock Purchase Warrant dated March 2006
99.4 Placement Agent Agreement with Oppenheimer & Co. Inc. dated
December 19, 2005
99.5 Press release dated March 2, 2006 entitled "Novelos Therapeutics
Announces $15 million Private Placement, Supplementing Today's Earlier
Announcement"
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