ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Securities Purchase Agreement
The debentures mature on
The Company may elect to redeem the debentures prior to the maturity date upon 30-day notice to the holder. In the event of any sale of securities by the Company resulting in aggregate gross proceeds of at least
Other than as specifically allowed in the debentures, as long as any of the debentures remain outstanding, the Company may not, without the consent of holders of a majority in principal amount of the then outstanding debentures: incur any indebtedness for borrowed money; grant any liens on its property or assets, repurchase shares of its common stock or common stock equivalents; repurchase or otherwise acquire any indebtedness; pay cash dividends or distributions on any equity securities; enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm's-length basis and expressly approved by a majority of the disinterested directors of the Company; or enter into any agreement with respect to any of the foregoing.
If any event of default occurs, the outstanding principal amount of the debentures, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash. If such amounts are not paid within 5 days after the occurrence of any event of default, interest shall begin to accrue at the lesser of 12% per annum or the maximum rate permitted under applicable law. Events of default consist of: any default in the payment of amounts due and payable that is not cured within three trading days; failure of the Company to observe or perform any other covenant or agreement contained in the debentures that is not cured within the earlier to occur of five trading days after notice of such failure sent by any holder of debentures or ten trading days after the Company has become aware of such failure; the occurrence of any uncured material default or event of default under the other transaction documents or any other material agreement, lease, document or instrument under which the Company or any of its subsidiaries is obligated; any representations or warranties made in the debentures or other transaction documents being materially false when made; an institution of any voluntary or involuntary bankruptcy or other insolvency proceeding or similar or related events; default on any borrowings in excess of
Common Stock Purchase Warrants
The warrants have an exercise price of
The warrant exercise price and/or the common stock issuable pursuant to the warrants are subject to adjustment for stock dividends, stock splits or similar capital reorganizations so that the rights of the warrant holders after such event will be equivalent to the rights of warrant holders prior to such event.
The above summary description of the securities purchase agreement, the debenture and the warrant is not complete and is qualified in its entirety by reference to the copy of such documents attached as Exhibit 4.1, 4.2 and 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the press release issued by us on
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Number Title 4.1 Form of 8% Convertible Debenture Due
February 6, 20164.2 Form of Common Stock Purchase Warrant 10.1 Securities Purchase Agreement dated February 5, 201499.1 Press Release dated February 6, 2014entitled "Novelos Therapeutics Announces Definitive Agreements to Raise $4.0Million in Private Placement of Convertible Debentures and Warrants" 99.2 Press Release dated February 7, 2014entitled "Novelos Therapeutics Announces Closing of $4.0 MillionPrivate Placement" 3