Cellectar Biosciences
NOVELOS THERAPEUTICS, INC. (Form: 10-K/A, Received: 04/23/2009 16:33:05)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

FORM 10-K/A


A mendment No. 1

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the Fiscal Year Ended:  December 31, 2008
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _________ to _________.
 
Commission File Number 333-119366

NOVELOS THERAPEUTICS, INC.
( Exact name of Registrant as specified in its Charter )
 
Delaware
( State or other jurisdiction
of incorporation or organization )
 
04-3321804
( I.R.S. Employer Identification No. )
 
 
One Gateway Center, Suite 504
Newton, Massachusetts 02458
 ( Address of principal executive offices and zip code )
 
Issuer’s telephone number: ( 617) 244-1616
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Class
 
Name of each exchange on which registered
None
 
Not Applicable

Securities Registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes o     No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o      No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o     No x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2008 was $18,351,337.

As of March 20, 2009 there were 43,975,656 shares of the issuer’s common stock outstanding.
 



 
Explanatory Note

Novelos Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 30, 2009 (the “Original Filing”), to amend the certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Certifications”), to correct an inadvertent omission of a portion of paragraph 4 of the Certifications. The Certifications are included herewith as Exhibits 31.1 and 31.2 and the exhibit index in Item 15 of the Original Filing is being amended to reflect the filing of the amended Certifications.

Except for the filing of the amended Certifications and the amendment to Item 15 as described above, this Form 10-K/A does not modify or update any previously reported financial statements or other disclosures in, or exhibits to, the Original Filing.


 
ITEM 15.   EXHIBITS
 
       
Filed with
this Form
 
Incorporated by Reference
Exhibit No.
 
Description
 
10-K/A
 
Form
 
Filing Date
 
Exhibit No.
2.1
 
Agreement and plan of merger among Common Horizons, Inc., Nove Acquisition, Inc. and Novelos Therapeutics, Inc. dated May 26, 2005
     
8-K
 
June 2, 2005
 
99.2
                     
2.2
 
Agreement and plan of merger between Common Horizons and Novelos Therapeutics, Inc. dated June 7, 2005
     
10-QSB
 
August 15, 2005
 
2.2
                     
3.1
 
Certificate of Incorporation
     
8-K
 
June 17, 2005
 
1
                     
3.2
 
Certificate of Designations of Series E  convertible preferred stock
     
8-K
 
February 18, 2009
 
4.1
                     
3.3
 
Certificate of Designations of Series C cumulative convertible preferred stock
     
10-QSB
 
May 8, 2007
 
3.2
                     
3.4
 
By-laws
     
8-K
 
June 17, 2005
 
2
                     
10.1 **
 
Employment agreement with Christopher J. Pazoles dated July 15, 2005
     
10-QSB
 
August 15, 2005
 
10.4
                     
10.2 **
 
Employment Agreement with Harry S. Palmin dated January 31, 2006
     
8-K
 
February 6, 2006
 
99.1
                     
10.3**
 
2000 Stock Option and Incentive Plan
     
SB-2
 
November 16, 2005
 
10.2
                     
10.4 **
 
Form of 2004 non-plan non-qualified stock option
     
SB-2
 
November 16, 2005
 
10.3
                     
10.5 **
 
Form of non-plan non-qualified stock option used from February to May 2005
     
SB-2
 
November 16, 2005
 
10.4
                     
10.6 **
 
Form of non-plan non-qualified stock option used after May 2005
     
SB-2
 
November 16, 2005
 
10.5
                     
10.7
 
Form of common stock purchase warrant issued in March 2005
     
SB-2
 
November 16, 2005
 
10.6
 
 
2

 
       
Filed with
this Form
 
Incorporated by Reference
Exhibit No.
 
Description
 
10-K/A
 
Form
 
Filing Date
 
Exhibit No.
10.8
 
Form of securities purchase agreement dated May 2005
     
8-K
 
June 2, 2005
 
99.1
                     
10.9
 
Form of subscription agreement dated September 30, 2005
     
8-K
 
October 3, 2005
 
99.1
                     
10.10
 
Form of Class A common stock purchase warrant dated September 30, 2005
     
8-K
 
October 3, 2005
 
99.3
                     
10.12
 
Consideration and new technology agreement dated April 1, 2005 with ZAO BAM
     
10-QSB
 
August 15, 2005
 
10.2
                     
10.13
 
Letter agreement dated March 31, 2005 with The Oxford Group, Ltd.
     
10-QSB
 
August 15, 2005
 
10.3
                     
10.14
 
Form of securities purchase agreement dated March 2, 2006
     
8-K
 
March 3, 2006
 
99.2
                     
10.15
 
Form of common stock purchase warrant dated March 2006
     
8-K
 
March 3, 2006
 
99.3
                     
10.16**
 
2006 Stock Incentive Plan
     
10-QSB
 
November 6, 2006
 
10.1
                     
10.17
 
Form of Incentive Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock Incentive Plan
     
8-K
 
December 15, 2006
 
10.1
                     
10.18
 
Form of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock Incentive Plan
     
8-K
 
December 15, 2006
 
10.2
                     
10.19
 
Form of Non-Statutory Director Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock Incentive Plan
     
8-K
 
December 15, 2006
 
10.3
                     
10.20
 
Securities Purchase Agreement dated April 12, 2007
     
10-QSB
 
May 8, 2007
 
10.1
                     
10.21
 
Letter Amendment dated May 2, 2007 to the Securities Purchase Agreement
     
10-QSB
 
May 8, 2007
 
10.2
                     
10.22
 
Registration Rights Agreement dated May 2, 2007
     
10-QSB
 
May 8, 2007
 
10.3
                     
10.23
 
Agreement to Exchange and Consent dated May 1, 2007
     
10-QSB
 
May 8, 2007
 
10.5
                     
10.25
 
Form of Common Stock Purchase Warrant dated May 2, 2007 issued pursuant to the Securities Purchase Agreement dated April 12, 2007
     
10-QSB
 
May 8, 2007
 
4.1
                     
10.26
 
Form of Common Stock Purchase Warrant dated May 2, 2007 issued pursuant to the Agreement to Exchange and Consent dated May 2, 2007
     
10-QSB
 
May 8, 2007
 
4.2
                     
10.27
 
Securities Purchase Agreement dated March 26, 2008
     
8-K
 
April 14, 2008
 
10.1
 
 
3

 
 
       
Filed with
this Form
 
Incorporated by Reference
Exhibit No.
 
Description
 
10-K/A
 
Form
 
Filing Date
 
Exhibit No.
10.28
 
Amendment to Securities Purchase Agreement dated April 9, 2008
     
8-K
 
April 14, 2008
 
10.2
                     
10.29
 
Registration Rights Agreement dated April 11, 2008
     
8-K
 
April 14, 2008
 
10.3
                     
10.30
 
Form of Common Stock Purchase Warrant dated April 11, 2008 issued pursuant to the Securities Purchase Agreement dated March 26, 2008
     
8-K
 
April 14, 2008
 
4.3
                     
10.31
 
Warrant Amendment Agreement dated April 11, 2008
     
8-K
 
April 14, 2008
 
10.5
                     
10.32
 
Amendment to Registration Rights Agreement dated April 11, 2008
     
8-K
 
April 14, 2008
 
10.4
                     
10.33
 
Securities Purchase Agreement dated August 14, 2008
     
8-K
 
August 18, 2008
 
10.1
                     
10.34
 
Securities Purchase Agreement dated February 11, 2009
     
8-K
 
February 18, 2009
 
10.1
                     
10.35
 
Registration Rights Agreement dated February 11, 2009
     
8-K
 
February 18, 2009
 
10.2
                     
10.36
 
Series D Preferred Stock Consent and Agreement to Exchange dated February 10, 2009
     
8-K
 
February 18, 2009
 
10.3
                     
10.37
 
Warrant Amendment Agreements dated February 11, 2009
     
8-K
 
February 18, 2009
 
10.4
                     
10.38
 
Amendment No. 2 to Registration Rights Agreement dated February 11, 2009
     
8-K
 
February 18, 2009
 
10.5
                     
10.39
 
Collaboration Agreement dated February 11, 2009 (*)
     
10-K
 
March 30, 2009
 
10.39
                     
31.1
 
Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as amended)
 
X
           
                     
31.2
 
Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as amended)
 
X
           
                     
32.1
 
Certification of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
10-K
 
March 30, 2009
 
32.1

Portions of the exhibit have been omitted pursuant to a request for confidential treatment.
 
** 
Management contract or compensatory plan.
 
4

 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
NOVELOS THERAPEUTICS, INC.
 
       
       
 
By:
/s/ Harry S. Palmin
 
 
Harry S. Palmin
 
 
Title: President, Chief Executive Officer
 
       
 
Date:
April 23, 2009
 
 
5

 
EXHIBIT 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Harry S. Palmin, Chief Executive Officer and President, Novelos Therapeutics, Inc., certify that:

1.
I have reviewed this Annual Report on Form 10-K of Novelos Therapeutics, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 
/s/ HARRY S. PALMIN
 
Date: April 23, 2009
Harry S. Palmin
 
Principal Executive Officer
 
 

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joanne M. Protano, Chief Financial Officer, Novelos Therapeutics, Inc., certify that:

1.
I have reviewed this Annual Report on Form 10-K of Novelos Therapeutics, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
/s/ JOANNE M. PROTANO
 
Date: April 23, 2009
Joanne M. Protano
 
Principal Financial Officer