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EX-10.1 - EXHIBIT 10.1 - Cellectar Biosciences, Inc.v323564_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: September 10, 2012
(Date of earliest event reported)

 

NOVELOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

333-119366

04-3321804

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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 MATERIAL DEFINITIVE AGREEMENT

 

Amendment to Class B Common Stock Purchase Warrant

 

On September 10, 2012, Novelos Therapeutics, Inc. (“Novelos or we”) amended the terms of Class B Warrants with certain investors who held warrants to purchase 5,255,000 shares of our common stock to extend the expiration date for the exercise of such warrants until October 11, 2012.

 

These warrants had been issued in June 2012 in connection with a registered offering of our common stock, had an expiration date of September 11, 2012 and are exercisable at a price of $1.00 per share.

 

The form of the amendment entered into with the warrant holders is included as Exhibit 10.1 to this filing and is incorporated herein by reference.

 

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

 

As described in item 1.01 on September 10, 2012, we amended the terms of the Class B Warrants to extend the termination date of the warrants from September 11, 2012 to October 11, 2012.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Number   Title
     
10.1   Form of Amendment to Class B Common Stock Purchase Warrant

 

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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: September 12, 2012 NOVELOS THERAPEUTICS, INC.
   
  By:  /s/ Harry S. Palmin  
   

Name: Harry S. Palmin

Title: President and Chief Executive Officer

 

 

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EXHIBIT INDEX

 

 

 

Number   Title
     
10.1   Form of Amendment to Class B Common Stock Purchase Warrant

 

 

 

 

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