UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-----------------------------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-6533
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BOSTON LIFE SCIENCES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0277826
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
31 Newbury Street, Suite 300, Boston, Massachusetts 02116
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(Address of principal executive offices) (Zip code)
(617) 425-0200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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 preceding 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.
(X) Yes ( ) No
As of August 8, 1997 there were 12,574,444 shares of Common Stock outstanding.
BOSTON LIFE SCIENCES, INC.
INDEX TO FORM 10-Q
Page(s)
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Part I - Financial Information:
Item 1 - Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of 1
June 30, 1997 and December 31, 1996
Condensed Consolidated Statements of Income 2
for the three and six months ended June 30, 1997 and 1996,
and for the period from inception (October 16, 1992) to
June 30, 1997
Condensed Consolidated Statements of Cash Flows 3
for the six months ended June 30, 1997 and 1996,
and for the period from inception (October 16, 1992) to
June 30, 1997
Notes to Condensed Consolidated Financial Statements 4 - 5
Item 2 - Management's Discussion and Analysis of 6 - 9
Financial Condition and Results of Operations
Part II - Other Information
Item 1 - Legal Proceedings 10
Item 2 - Changes in Securities 10
Item 3 - Defaults Upon Senior Securities 10
Item 4 - Submission of Matters to a Vote of 10
Security Holders
Item 5 - Other Information 11
Item 6 - Exhibits and Reports on Form 8-K 11
Signature (s) 12
Part I -- Financial Information
Item 1 -- Financial Statements
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheet
--------------------------
(Unaudited)
June 30, 1997 December 31, 1996
------------- -----------------
Assets
Current Assets:
Cash and cash equivalents $ 4,730,185 $ 8,580,206
Short-term investments 13,442,893 12,995,022
Prepaid sponsored research & development expenses 40,000 431,000
Other current assets 99,644 430,231
------------ ---------------
Total current assets 18,312,722 22,436,459
Fixed assets, net 84,373 100,997
Technology acquired 3,500,000 3,500,000
Other assets 115,674 115,674
------------ ---------------
Total assets $ 22,012,769 $ 26,153,130
============ ===============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses 1,440,846 1,907,912
Deferred revenue 0 83,060
Notes payable 4,466 61,752
------------ ---------------
Total current liabilities 1,445,312 2,052,724
------------ ---------------
Stockholders' equity:
Series A Convertible Preferred stock, $.01 par value 541 1,336
1,000,000 shares authorized
54,123 shares outstanding on June 30, 1997 and
133,610 shares outstanding on December 31, 1996
Common stock, $0.01 par value; 125,172 111,049
25,000,000 shares authorized
12,517,237 shares outstanding on June 30, 1997 and
11,104,854 shares outstanding on December 31, 1996
Additional paid-in-capital 49,676,419 49,520,767
Unrealized losses on investments (33,905) 0
Deferred compensation (95,290) (240,290)
Deficit accumulated during development stage (29,105,480) (25,292,456)
------------ ---------------
Total stockholders' equity 20,567,457 24,100,406
------------ ---------------
Total liabilities and stockholders' equity $ 22,012,769 $ 26,153,130
============ ===============
See Notes to Consolidated Financial Statements
1
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statement of Operations
------------------------------------
(Unaudited)
Three Months Ended Six Months Ended From inception
June 30, June 30, (October 16, 1992
---------------------------- ---------------------------- to June 30,
1997 1996 1997 1996 1997
------------ ------------ ------------ ------------ ------------
Revenues $ 33,060 $ 49,727 $ 83,060 $ 99,454 $ 700,000
Operating Expenses
Research and development expenses 1,355,762 528,913 2,329,754 844,286 9,352,634
Licensing fees 0 50,000 0 60,000 633,683
THERAFECTIN(R)related expenses 629,087 180,117 1,180,132 547,379 2,726,923
General and administrative expenses 479,580 630,899 996,580 1,406,320 7,046,150
Purchased research and development in-process 0 0 0 0 10,421,544
------------ ------------ ------------ ------------ ------------
Loss from operations (2,431,369) (1,340,202) (4,423,406) (2,758,531) (29,480,934)
Net interest income 283,233 236,466 610,382 109,198 375,454
------------ ------------ ------------ ------------ ------------
Net loss $ (2,148,136) $ (1,103,736) $ (3,813,024) $ (2,649,333) $(29,105,480)
============ ============ ============ ============ ============
Net loss per common share $ (0.17) $ (0.12) $ (0.32) $ (0.30)
============ ============ ============ ============
Weighted average shares outstanding 12,454,621 9,099,694 12,037,923 8,803,709
============ ============ ============ ============
See notes to consolidated financial statements.
2
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statement of Cash Flows
------------------------------------
(Unaudited)
Period from
Six Months Ended June 30 inception (October
----------------------------------- 16, 1992) through
1997 1996 June 30, 1997
---------------- ---------------- ---------------------
Cash flows from operating activities:
Net loss $ (3,813,024) $ (2,649,333) $(29,105,480)
Adjustments to reconcile net loss to net cash
used for operating activities:
Purchased research and development in-process 0 0 10,421,544
Compensation charge related to options and warrants granted 185,144 158,677 781,540
Amortization and depreciation 40,000 249,368 1,315,637
Loss on disposal of fixed assets 0 0 15,589
Changes in assets and liabilities:
Prepaid sponsored research & development expenses 391,000 (125,375) (40,000)
Other current assets 330,587 75,628 395,884
Accounts payable and accrued expenses (467,066) (208,260) 493,181
Deferred revenue (83,060) 100,547 0
----------- ------------ -----------
Net cash used for operating activities (3,416,419) (2,398,748) (15,722,105)
----------- ------------ -----------
Cash flows from investing activities:
Net cash provided by acquisition of Greenwich Pharmaceuticals 0 0 1,758,037
Increase in fixed assets (23,376) (27,150) (206,067)
Proceeds from sale of fixed assets 0 0 9,800
Increase in other assets 0 0 (115,674)
Short term investments:
Purchases (5,983,119) 0 (28,556,180)
Sales and maturities 5,501,343 248,320 15,079,382
----------- ------------ -----------
Net cash provided by (used in) investing activities (505,152) 221,170 (12,030,702)
----------- ------------ -----------
Cash flows from financing activities:
Proceeds from issuance of common stock 128,836 5,590,180 13,054,979
Proceeds from issuance of convertible preferred stock 0 23,991,000 20,872,170
Proceeds from issuance of notes payable 0 0 2,585,000
Proceeds from issuance of convertible debt 0 0 1,000,000
Principal payments of notes payable (57,286) (1,574,832) (2,792,001)
Payment of note issuance costs 0 0 (399,702)
Payment of stock issuance and merger transaction costs 0 (3,251,199) (1,837,454)
----------- ------------ -----------
Net cash provided by financing activities 71,550 24,755,149 32,482,992
----------- ------------ -----------
Net increase (decrease) in cash and cash equivalents (3,850,021) 22,577,571 4,730,185
Cash and cash equivalents at beginning of period 8,580,206 2,125,838 0
----------- ------------ -----------
Cash and cash equivalents at end of period $ 4,730,185 $ 24,703,409 $ 4,730,185
=========== ============ ===========
See notes to consolidated financial statements.
3
Boston Life Sciences, Inc.
(a development stage enterprise)
Notes to Unaudited Consolidated Financial Statements
(June 30, 1997)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules
and regulations of the Securities and Exchange Commission. Accordingly,
these financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements.
The interim unaudited consolidated financial statements contained herein
include, in management's opinion, all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the
financial position, results of operations, and cash flows for the
periods presented. The results of operations for the interim period
shown on this report are not necessarily indicative of results for a
full year. These financial statements should be read in conjunction with
the Company's consolidated financial statements and notes for the year
ended December 31, 1996, appearing in the Company's Annual Report on
Form 10-K for such year.
2. Net Loss Per Share
Net loss per share has been calculated by dividing net loss by the
weighted average number of common shares outstanding during the period.
All common stock equivalents have been excluded from the calculation of
weighted average common shares outstanding since their inclusion would
be anti-dilutive.
3. Reverse Stock Split
On June 6, 1997, the Company's stockholders approved a one-for-ten
reverse split of the common stock effective as of June 9, 1997. All
share and per share amounts have been retroactively restated to reflect
the terms of the split.
4. New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings per
Share". The standard will be effective for both interim and annual
periods, beginning with the Company's fiscal year ending December 31,
1997. The adoption of this standard is not expected to have a material
effect on the Company's financial statements.
4
Boston Life Sciences, Inc.
(a development stage enterprise)
Notes to Unaudited Consolidated Financial Statements
(June 30, 1997)
5. Investments
At June 30, 1997, the cost basis of short-term investments exceeded
their fair value by approximately $34,000. These investments, which are
classified as available-for-sale, are reported at fair value, with the
unrealized loss excluded from the statement of operations and reported
as a separate component of stockholders' equity.
6. Supplemental disclosure of non-cash investing and financing activities:
During the six months ended June 30, 1997, the Company issued 1,394,020
shares of common stock resulting from the conversion of 79,487 shares of
preferred stock.
During the six months ended June 30, 1996, $1 million of convertible
subordinated debentures were converted into 156,605 shares of common
stock.
5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
(June 30, 1997)
This Quarterly Report on Form 10-Q contains forward-looking
statements. Specifically, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes," "anticipates," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements. There are a number of meaningful factors that could cause the
Company's actual results to differ materially from those indicated by any such
forward-looking statements. These factors include, without limitation, the
duration and results of clinical trials and their effect on the FDA regulatory
process, uncertainties regarding receipt of approvals for any possible products
and any commercial acceptance of such products, possible difficulties with
obtaining necessary patent protection, and uncertainties regarding the outcome
of any of the Company's collaborations or alliances with third parties. Other
factors include those set forth under the caption "Forward-Looking Statements"
in the Company's Annual Report on Form 10-K for the year ended December 31, 1996
and the documents referred to under such caption.
Results of Operations
Overview
The Company is a biotechnology company engaged in the research and
development of novel therapeutic and diagnostic products to treat chronic
debilitating diseases such as cancer, central nervous system disorders and
autoimmune diseases. The Company expects that its research and development costs
will continue to increase as the Company attempts to gain regulatory approval
for commercial introduction of its proposed products. At June 30, 1997, the
Company is considered a "development stage enterprise" as defined in Statement
of Financial Accounting Standards No. 7.
Three Months Ended June 30, 1997 and 1996
The Company's net loss was $2,148,136 during the three months ended
June 30, 1997 as compared with $1,103,736 during the three months ended June 30,
1996. Net loss per common share equaled $.17 per share for the 1997 period as
compared to $.12 per share for the 1996 period. The higher net loss in the 1997
period was primarily due to increased research and development expenses, and
higher costs associated with the Phase III clinical trial for THERAFECTIN(R).
These increased expenses were partially offset by lower general and
administrative expenses.
Revenue was $33,060 during the three months ended June 30, 1997 as
compared with $49,727 during the comparable 1996 period. Revenue for both
periods was attributable to a research and development agreement (the
"Agreement") entered into with Zeneca Pharmaceuticals, Ltd. ("Zeneca
Pharmaceuticals") in 1995. The Agreement expired in June 1997. The parties are
presently discussing an extension of the Agreement, the terms and conditions of
which are under negotiation.
Research and development expenses were $1,355,762 during the three
months ended June 30, 1997 as compared with $528,913 during the three months
ended June 30, 1996. The increase was primarily attributable to an expansion in
the number of technologies under development as well as an increased level of
expenditures for technologies which were under development during both periods.
During the 1997 period, the Company incurred expenses totaling $276,000 for a
technology which had not yet been licensed to the Company during the comparable
1996 period. In addition, the Company increased the funding for two of its
programs from approximately $152,000 during the 1996 period to approximately
$573,000 during the 1997 period. Finally, the Company increased the number of
6
personnel supporting its research and development activities from two to four.
The majority of the Company's research and development expenses were sponsored
research obligations paid to Harvard University and its affiliated hospitals.
The Company expects to incur research and development costs between $5 million
and $6 million during 1997.
Licensing fees were zero during the three months ended June 30, 1997
as compared with $50,000 during the three months ended June 30, 1996. The
Company did not execute any new licensing agreements during the 1997 period or
incur any obligations under its existing licensing agreements. The Company
entered into two new licensing agreements during the 1996 period. The Company
expects to pay future licensing fees, the timing and amounts of which will
depend upon the terms of agreements which may be executed for technologies
currently being developed or which may be developed in the future. There can be
no assurance regarding the likelihood or materiality of any such future
licensing agreements.
THERAFECTIN(R) related expenses were $629,087 during the three
months ended June 30, 1997 as compared with $180,117 during the three months
ended June 30, 1996. This increase was primarily due to the higher number of
patients enrolled in the Phase III clinical trial for THERAFECTIN(R) during the
1997 period as compared to the 1996 period. Enrollment in the trial, which began
in March 1996, was completed in March 1997 and the trial is expected to be
completed in August 1997 with results available at the end of September 1997.
Before any commercially viable product from THERAFECTIN(R) may be developed, and
any revenue generated therefrom, the Company currently expects that at least
$500,000 to $1.0 million of additional future expense will be necessary. There
can be no assurance, however, that the expenditure of these additional amounts
will result in the regulatory approval of any compounds or that such approval
will ever be able to be obtained by the Company. Moreover, if the current Phase
III trial for THERAFECTIN(R) provides unsatisfactory or disappointing results,
the Company may be required to write off all or some portion of the $3.5 million
asset value represented by the THERAFECTIN(R) technology acquired in the Merger
with Greenwich Pharmaceuticals, Inc. as reflected on the Company's balance
sheet.
General and administrative expenses were $479,580 during the three months
ended June 30, 1997 as compared with $630,899 during the comparable 1996 period.
This decrease was primarily due to lower professional services costs.
Net interest income was $283,233 during the three months ended June
30, 1997 as compared with net interest income of $236,466 during the three
months ended June 30, 1996. The higher net interest income recognized during the
1997 period primarily related to a decrease in interest expense which totaled
approximately $1,000 during the 1997 period as compared to approximately $41,000
during the 1996 period. The higher net interest expense incurred during the 1996
period related to the issuance of $2.175 million of notes payable during the
first quarter of 1995 and the amortization of the debt issuance costs thereon.
The Company paid the remaining principal on the notes payable at the beginning
of the second quarter of 1996.
Six Months Ended June 30, 1997 and 1996
The Company's net loss was $3,813,024 during the six months ended
June 30, 1997 as compared with $2,649,333 during the six months ended June 30,
1996. Net loss per common share equaled $.32 per share for the 1997 period as
compared to $.30 per share for the 1996 period. The higher net loss in the 1997
period was primarily due to increased research and development expenses, and
higher costs associated with the Phase III clinical trial for THERAFECTIN(R).
These increased expenses were partially offset by lower general and
administrative expenses, and a greater amount of net interest income in the 1997
period as compared to the 1996 period.
7
Revenue was $83,060 during the six months ended June 30, 1997 as
compared with $99,454 during the comparable 1996 period. Revenue for both
periods was attributable to the Agreement entered into with Zeneca in 1995. The
Agreement expired in June 1997. The parties are presently discussing an
extension of the Agreement, the terms and conditions of which are under
negotiation.
Research and development expenses were $2,329,754 during the six
months ended June 30, 1997 as compared with $844,286 during the six months ended
June 30, 1996. The increase was primarily attributable to an expansion in the
number of technologies under development as well as an increased level of
expenditures for technologies which were under development during both periods.
During the 1997 period, the Company incurred expenses totaling approximately
$485,000 for a technology which had not yet been licensed to the Company during
the comparable 1996 period. In addition, the Company increased the funding for
two of its programs from approximately $247,000 during the 1996 period to
approximately $1,042,000 during the 1997 period. Finally, the Company increased
the number of personnel supporting its research and development activities from
two to four. The majority of the Company's research and development expenses
were sponsored research obligations paid to Harvard University and its
affiliated hospitals. The Company expects to incur research and development
costs between $5 million and $6 million during 1997.
Licensing fees were zero during the six months ended June 30, 1997
as compared with $60,000 during the six months ended June 30, 1996. The Company
did not execute any new licensing agreements during the 1997 period or incur any
obligations under its existing licensing agreements. The Company entered into
two new licensing agreements during the 1996 period and made a contractual
payment under an existing licensing agreement. The Company expects to pay future
licensing fees, the timing and amounts of which will depend upon the terms of
agreements which may be executed for technologies currently being developed or
which may be developed in the future. There can be no assurance regarding the
likelihood or materiality of any such future licensing agreements.
THERAFECTIN(R) related expenses were $1,180,132 during the six
months ended June 30, 1997 as compared with $547,379 during the six months ended
June 30, 1996. This increase was primarily due to the higher number of patients
enrolled in the Phase III clinical trial for THERAFECTIN(R) during the 1997
period as compared to the 1996 period. Enrollment in the trial, which began in
March 1996, was completed in March 1997 and the trial is expected to be
completed in August 1997 with results available at the end of September 1997.
Before any commercially viable product from THERAFECTIN(R) may be developed, and
any revenue generated therefrom, the Company currently expects that at least
$500,000 to $1.0 million of additional future expense will be necessary. There
can be no assurance, however, that the expenditure of these additional amounts
will result in the regulatory approval of any compounds or that such approval
will ever be able to be obtained by the Company. Moreover, if the current Phase
III trial for THERAFECTIN(R) provides unsatisfactory or disappointing results,
the Company may be required to write off all or some portion of the $3.5 million
asset value represented by the THERAFECTIN(R) technology acquired in the Merger
with Greenwich Pharmaceuticals, Inc. as reflected on the Company's balance
sheet.
General and administrative expenses were $996,580 during the six
months ended June 30, 1997 as compared with $1,406,320 during the comparable
1996 period. This decrease was primarily due to (i) the incurrence, during the
1996 period, of contractual obligations totaling $175,000 associated with the
employment contract between the Company and its Chief Executive Officer and (ii)
lower professional services costs.
Net interest income was $610,382 during the six months ended June
30, 1997 as compared with net interest income of $109,198 during the six months
ended June 30, 1996. Interest income totaled approximately $612,000 during the
1997 period as compared to approximately $436,000 during the comparable 1996
period. Interest expense totaled approximately $3,000 during the 1997 period as
8
compared to approximately $327,000 in the comparable 1996 period. The higher
amount of interest income recognized during the 1997 period primarily related to
higher average cash balances associated with the Company raising net proceeds of
approximately $25.7 million from two private placements completed in the first
half of 1996. The interest expense incurred during the 1996 period related to
(i) the issuance of $2.175 million of notes payable during the first quarter of
1995, (ii) the issuance of $1.0 million of convertible subordinated debentures
during the fourth quarter of 1995, and (iii) the amortization of the debt
issuance costs associated with both financings. The debentures were converted
into common stock in February 1996 and the Company paid the remaining principal
on the notes payable at the beginning of the second quarter of 1996.
Liquidity and Capital Resources
Since its inception, the Company has satisfied its working capital
requirements from the sale of the Company's securities through private
placements. In January and February 1996, the Company raised approximately $20.7
million of net proceeds by completing a private placement of units consisting of
(i) shares of its Series A Convertible Preferred Stock and (ii) warrants to
purchase shares of the Company's common stock. In June 1996, the Company raised
approximately $5 million of net proceeds by completing a private placement of
500,000 shares of common stock (See Notes 8 and 9 of Notes to the Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996). In the future, the Company's ability to meet, and the
level of, its working capital and capital requirements will depend on numerous
factors, including the progress of the Company's research and development
activities, the level of resources that the Company devotes to the
developmental, clinical, and regulatory aspects of its products, and the extent
to which the Company enters into collaborative relationships with pharmaceutical
and biotechnology companies.
At June 30, 1997, the Company had available cash, cash equivalents
and short term investments of approximately $18.2 million and working capital of
approximately $16.9 million. The Company believes that the level of financial
resources available at June 30, 1997 will provide sufficient working capital to
meet its anticipated expenditures for more than the next twelve months. The
Company may raise additional capital in the future through collaboration
agreements with other pharmaceutical or biotechnology companies, debt financings
and equity offerings. There can be no assurance, however, that the Company will
be successful in such efforts or that additional funds will be available on
acceptable terms, if at all.
9
PART II -- OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS.
None.
ITEM 2: CHANGES IN SECURITIES.
On June 6, 1997, the Company's stockholders approved a
one-for-ten reverse common stock split, which became effective on June 9, 1997.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of stockholders was held on June 6, 1997.
The holders of more than a majority of the shares entitled to
vote were represented at the meeting in person or by proxy,
constituting a quorom. At the meeting, the following matters
were voted upon by the stockholders, receiving the number of
affirmative and witheld or negative ("withheld") votes set
forth below each matter.
1. Proposal to elect directors each to serve until the
date of the 1997 annual meeting of stockholders and until their successors are
elected and qualified:
For Withheld
Colin B. Bier, Ph.D. 87,265,084 627,399
Edson D. de Castro 87,058,980 833,503
S. David Hillson, Esq. 87,196,055 696,427
Steve H. Kanzer, CPA, Esq. 86,048,838 1,843,645
Marc E. Lanser, M.D. 87,258,227 634,256
Ira W. Lieberman, Ph.D. 87,262,284 630,199
E. Christopher Palmer 87,256,829 635,654
2. Proposal to amend the Company's Certificate of
Incorporation to effectuate a one-for-ten reverse common stock split:
For Withheld
84,712,362 3,180,120
10
ITEM 5: OTHER INFORMATION.
(a) Exhibits.
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
3.1 Certificate of Amendment of Certificate of Incorporation of Boston
Life Sciences, Inc., as amended.
(b) Reports on Form 8-K: The Registrant filed the following reports on
Form 8-K during the quarter ended June 30, 1997 and through August 12, 1997.
Date of Report Item Reported
1 Form 8-K filed June 5, 1997 5, 7
2 Form 8-K filed June 9, 1997 5, 7
3 Form 8-K filed June 13, 1997 5,7
4 Form 8-K filed July 7, 1997 5,7
5 Form 8-K filed July 16, 1997 5,7
11
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 thereunto duly authorized.
BOSTON LIFE SCIENCES, INC.
(Registrant)
DATE: August 12, 1997 /s/ S. David Hillson
--------------------
S. David Hillson
President and Chief Executive
Officer
(Principal Executive Officer)
/s/ Joseph Hernon
Joseph Hernon
Chief Financial Officer
(Principal Financial and Accounting
Officer)
12