Novelos Therapeutics acquires Cellectar

Apr 12 2011

Novelos Therapeutics, Inc. (OTCBB: NVLT), a pharmaceutical company developing novel drugs for treatment and diagnosis of cancer, today announced that it has completed its acquisition of Cellectar, Inc., a Wisconsin-based drug development company, in a stock-for-stock transaction. Cellectar shareholders received as consideration shares of Novelos common stock constituting approximately 85% of the outstanding shares of Novelos common stock post-acquisition, or 17,001,638 shares of Novelos common stock, after giving effect to a 1 for 153 reverse stock split effected by Novelos following the close of market on April 8, 2011. Immediately following the acquisition, Novelos sold units consisting of an aggregate of 6,846,537 shares of its common stock and warrants to purchase an aggregate of 6,846,537 shares of its common stock, for gross proceeds of $5,134,903. Each unit consists of one share of common stock at $0.75 per share and a warrant to purchase one share of common stock. The warrants have an exercise price of $0.75 per share and expire in March 2016. The financing was led by Venture Investors LLC with participation from existing and new investors. We paid aggregate cash fees of $450,000 to financial advisors in connection the acquisition, and placement agent fees consisting of $200,000 in cash and a warrant to purchase 192,931 shares of common stock, at an exercise price of $0.75 per share, in connection with the financing. The units and the shares issued in connection with the acquisition were issued in private placements pursuant to exemptions under Regulation D of the Securities of Act of 1933. None of the securities have been registered under the Securities Act of 1933, as amended, or any state securities laws. Novelos has agreed to register the resale of the shares of common stock, and the shares of common stock issuable upon exercise of warrants, issued in the private placement under the Securities Act of 1933, as amended.

Novelos will continue to develop Cellectar's three novel cancer-targeted compounds, which are selectively taken up and retained in cancer cells (including cancer stem cells) versus normal cells. COLD, a cancer-targeted chemotherapy that we expect to enter clinical trials late in 2012, works primarily through Akt inhibition. HOT is a small-molecule, broad-spectrum, cancer-targeted radiopharmaceutical that delivers radiation directly and selectively to cancer cells and cancer stem cells. We believe HOT has first-in-class potential, and we expect it to enter a Phase 1b dose escalation trial in the third quarter of this year and Phase 2 trials in mid-2012 in monotherapy for solid tumors with significant unmet medical need. LIGHT is a small-molecule cancer imaging agent. We believe LIGHT also has first-in-class potential and expect it to enter Phase 1/2 clinical trials middle of this year.

"We are very excited to develop COLD, HOT and LIGHT, our three novel cancer-targeted compounds that we believe will represent a paradigm shift in finding, treating and following cancer," said Harry Palmin, President and CEO of Novelos. "We expect this initial financing to provide us with capital into the fourth quarter, during which time we expect clinical progress with LIGHT and HOT and begin work on an IND for COLD."

"In order to elicit a long-term therapy benefit in cancer, it is rapidly becoming clear that the next generation of anticancer agents will need to address tumor heterogeneity including the stem cell component. Our diapeutic tumor selective delivery platform is designed and we believe uniquely poised to accomplish this in an extremely wide variety of cancers," said Jamey Weichert, Ph.D., Founder of Cellectar and Chief Scientific Officer of Novelos.

Effective immediately, Novelos will trade under symbol NVLTD for twenty trading days to reflect the post-split price. On May 6, 2011, Novelos' trading symbol will revert to NVLT.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM), acted as the strategic advisor and exclusive placement agent for this transaction. XMS Capital Partners, LLC acted as the strategic advisor to Cellectar, Inc.