On June 7, 2012, we entered into securities purchase agreements with investors to sell units consisting of an aggregate of 5,420,800 shares of our common stock, warrants to purchase up to an aggregate of 2,710,400 shares of our common stock at an exercise price of $1.25 per share which will be exercisable for five years from issuance, and warrants to purchase up to an aggregate of 5,420,800 shares of our common stock at an exercise price of $1.00 which will be exercisable for 90 days from issuance, for gross proceeds of $5,420,800. The net proceeds of the offering, after deducting approximately $379,000 in placement agent fees and approximately $200,000 in other estimated transaction expenses, are estimated to be approximately $4.8 million. Each unit consists of one share of common stock, a five-year warrant to purchase one-half share of common stock and a 90-day warrant to purchase one share of common stock. The price per unit at which the units are being sold in the offering is $1.00. The offer and sale of the units has been registered under the Securities Act of 1933, as amended, pursuant to Registration Statement filed with the Securities and Exchange Commission (File No.333-180631). Rodman & Renshaw LLC is the exclusive placement agent for the offering.

A copy of the form of securities purchase agreement entered into with the purchasers of the units is attached as Exhibit 10.1 to this current report and is incorporated in this description by reference. A copy of the form of common stock purchase warrant (both five-year and 90-day warrants) that will be issued to the purchasers is attached as Exhibit 4.1 to this current report and is incorporated in this description by reference.

A copy of the press release issued by us on June 8, 2012 announcing the entry into the securities purchase agreements in connection with the offering is furnished as Exhibit 99.1 and is incorporated by reference.

(c) Exhibits

 Number     Title

   4.1      Form of Common Stock Purchase Warrant

  10.1      Form of Securities Purchase Agreement dated June 7, 2012

  99.1      Press Release dated June 8, 2012 entitled "Novelos Therapeutics
            Prices $5.4 Million Public Offering"