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, 2001
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or
( ) 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 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.)
137 Newbury Street, 8th Floor, Boston, Massachusetts 02116
- --------------------------------------------------------------------------------
(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 6, 2001 there were 20,726,638 shares of Common Stock outstanding.
BOSTON LIFE SCIENCES, INC.
INDEX TO FORM 10-Q
Page (s)
--------
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000 1
Consolidated Statements of Operations for the three and
six months ended June 30, 2001 and 2000, and for the
period from inception (October 16, 1992) to June 30, 2001 2
Consolidated Statements of Cash Flows for the six months
ended June 30, 2001 and 2000, and for the period from
inception (October 16, 1992) to June 30, 2001 3
Notes to Consolidated Financial Statements 4 - 7
Item 2 - Management's Discussion and Analysis of Financial 8 - 11
Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 11
Part II - Other Information
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities 12
Item 3 - Defaults Upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 13
Item 5 - Other Information 13
Item 6 - Exhibits and Reports on Form 8-K 14
Signatures 15
Part I - Financial Information
Item 1 - Financial Statements
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
2001 2000
--------------------- ---------------------
Assets
Current assets:
Cash and cash equivalents $ 3,539,952 $ 407,327
Short-term investments 11,508,641 19,361,838
Other current assets 596,092 703,867
--------------------- ---------------------
Total current assets 15,644,685 20,473,032
Fixed assets, net 199,318 42,034
Other assets 204,019 197,043
--------------------- ---------------------
Total assets $ 16,048,022 $ 20,712,109
===================== =====================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,888,975 $ 1,661,293
Stockholders' equity:
Convertible preferred stock, $.01 par value; 525,000 and 15,000
shares authorized at June 30, 2001 and December 31, 2000,
respectively; no shares issued and outstanding - -
Common stock, $.01 par value; 40,000,000 shares authorized;
20,726,638 shares issued and outstanding 207,266 207,266
Additional paid-in capital 84,002,177 83,605,297
Accumulated other comprehensive income 87,932 20,497
Deficit accumulated during development stage (70,138,328) (64,782,244)
--------------------- ---------------------
Total stockholders' equity 14,159,047 19,050,816
--------------------- ---------------------
Total liabilities and stockholders' equity $ 16,048,022 $ 20,712,109
===================== =====================
The accompanying notes are an integral part of the consolidated financial
statements.
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statements of Operations
(Unaudited)
From Inception
(October 16,
1992) to
Three Months Ended Six Months Ended June 30,
June 30, June 30,
2001 2000 2001 2000 2001
-------------------- ---------------- -------------- -----------------------------
Revenues $ - $ - $ - $ - $ 900,000
Operating expenses:
Research and development 2,150,459 2,670,726 3,894,627 4,621,975 44,575,390
General and administrative 973,579 906,730 1,669,090 1,672,834 17,411,030
Purchased in-process research and
development - - - - 12,146,544
-------------------- ---------------- -------------- -----------------------------
Total operating expenses 3,124,038 3,577,456 5,563,717 6,294,809 74,132,964
-------------------- ---------------- -------------- -----------------------------
Loss from operations (3,124,038) (3,577,456) (5,563,717) (6,294,809) (73,232,964)
Other expenses (396,880) - (396,880) - (396,880)
Interest expense - - - (344,870) (2,252,457)
Interest income 286,571 249,257 604,513 360,330 5,743,973
-------------------- ---------------- -------------- -----------------------------
Net loss $(3,234,347) $(3,328,199) $(5,356,084) $(6,279,349) $(70,138,328)
==================== ================ ============== =============================
Basic and diluted net loss per
share $ (0.16) $ (0.17) $ (0.26) $ (0.34)
==================== ================ ============== ===========
Weighted average shares outstanding 20,726,638 19,450,197 20,726,638 18,252,815
==================== ================ ============== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
2
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(Unaudited)
From Inception
Six Months Ended (October 16,
June 30, 1992) to
2001 2000 June 30, 2001
------------------------ ------------------------ -------------------
Cash flows from operating activities:
Net loss $(5,356,084) $(6,279,349) $(70,138,328)
Adjustments to reconcile net loss to net cash used
for operating activities:
Purchased in-process research and development - - 12,146,544
Write-off of acquired technology - - 3,500,000
Non-cash expense related to warrants 396,880 - 396,880
Non-cash interest expense - 332,493 579,685
Compensation charge related to options and warrants - 260,630 2,080,321
Amortization and depreciation 17,716 17,854 1,534,007
Changes in current assets and liabilities:
Decrease in other current assets 107,775 185,051 67,733
Increase (decrease) in accounts payable and
accrued expenses 227,682 (143,702) 1,116,310
------------------------ ------------------------ -------------------
Net cash used for operating activities (4,606,031) (5,627,023) (48,716,848)
Cash flows from investing activities:
Cash acquired through Merger - - 1,758,037
Purchases of fixed assets (175,000) (42,825) (487,850)
Increase in other assets (6,976) (211) (362,516)
Purchases of short term investments (2,621,157) (9,969,870) (80,858,829)
Sales and maturities of short term investments 10,541,789 7,019,355 69,438,120
------------------------ ------------------------ -------------------
Net cash provided by (used for) investing activities 7,738,656 (2,993,551) (10,513,038)
Cash flows from financing activities:
Proceeds from issuance of common stock - 13,049,758 31,249,182
Proceeds from issuance of preferred stock - - 27,022,170
Preferred stock conversion inducement - - (600,564)
Proceeds from issuance of notes payable - - 2,585,000
Proceeds from issuance of convertible debentures - - 9,000,000
Principal payments of notes payable - - (2,796,467)
Payments of financing costs - (60,780) (3,689,483)
------------------------ ------------------------ -------------------
Net cash provided by financing activities - 12,988,978 62,769,838
------------------------ ------------------------ -------------------
Net increase in cash and cash equivalents 3,132,625 4,368,404 3,539,952
Cash and cash equivalents, beginning of period 407,327 260,134 -
------------------------ ------------------------ -------------------
Cash and cash equivalents, end of period $ 3,539,952 $ 4,628,538 $ 3,539,952
======================== ======================== ===================
Supplemental cash flow disclosures:
Non cash transactions (see note 3 and note 5)
The accompanying notes are an integral part of the consolidated financial
statements.
3
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2001
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting principles generally
accepted in the United States of America 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, 2000
included in the Company's Annual Report on Form 10-K.
2. Net Loss Per Share
Basic and diluted net loss per share available to common stockholders has
been calculated by dividing net loss by the weighted average number of
common shares outstanding during the period. All potential common shares
have been excluded from the calculation of weighted average common shares
outstanding since their inclusion would be anti-dilutive.
Stock options and warrants to purchase approximately 7.9 million and 7.2
million shares of common stock were outstanding at June 30, 2001 and 2000,
respectively, but were not included in the computation of diluted net loss
per common share because they were anti-dilutive. The exercise of those
stock options and warrants outstanding at June 30, 2001, which could
generate proceeds to the Company of up to $39.3 million, could potentially
dilute earnings per share in the future.
4
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
3. Supplemental Disclosure of Non-Cash Investing and Financing Activities
During the six months ended June 30, 2000, the Company issued 87,121 and
300,614 shares of common stock resulting from the conversion of 4,983 and
53,669 shares of Series A and Series C preferred stock, respectively.
During the six months ended June 30, 2000, the Company also issued
1,585,416 shares of common stock resulting from the conversion of
convertible debentures with a face value of $8 million and the payment of
accrued interest of approximately $318,000 in the form of shares of common
stock. The carrying value of the debentures plus the accrued interest
thereon, net of deferred financing costs of approximately $307,000, was
reclassified to additional paid-in capital upon conversion of the
debentures and the payment of accrued interest.
4. Comprehensive Loss
The Company had total comprehensive loss of $3,345,914 and $3,307,880 for
the three months ended June 30, 2001 and 2000, respectively. For the six
months ended June 30, 2001 and 2000, total comprehensive loss was
$5,288,649 and $6,138,194, respectively.
5. Stockholders' Equity
In the second quarter of 2001, the Company entered into an agreement with a
significant securityholder whereby the exercise price of certain warrants
held by the securityholder were reduced. The exercise price of 720,000
warrants previously exercisable at $8.25 per share were reduced to $4.625
and the exercise price of 970,000 warrants previously exercisable at $5.75
per share were also reduced to $4.625. In return, the securityholder agreed
to significant restrictions (based on daily trading volume) on the number
of shares of common stock that it could sell through May 2002. In
connection with the transaction, the Company recorded a charge of $396,880
which is included in Other Expenses in the Consolidated Statement of
Operations. The amount of the charge is based upon the difference between
the fair value (as determined under the Black Scholes pricing model) of the
1,690,000 warrants currently exercisable at $4.625 per share compared to
the fair value of the 720,000 warrants previously exercisable at $8.25 per
share and the 970,000 warrants previously exercisable at $5.75 per share.
5
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
In the second quarter of 2001, the Company also entered into an agreement
with a second significant securityholder whereby the securityholder agreed
to defer the effective date of the reset provision contained in its 500,000
warrants (300,000 exercisable at $8.00 per share and 200,000 exercisable at
$10.00 per share) until June 30, 2002, at which time the exercise price
will be reset to the lower of (x) the weighted average sales price per
share for the 20 trading days ending on June 1, 2001 and (y) the greater of
(i) the weighted average sales price per share of common stock for the 20
trading days ending on June 30, 2002 and (ii) $3.00. In addition, these
agreements provide that in the event of any reorganization,
reclassification, consolidation, merger or similar transaction involving
the Company prior to June 30, 2002, the exercise price of the warrants will
be deemed to be $3.00 per share. In return, the Company issued 160,000
additional new warrants exercisable at $3.40 per share to the
securityholder. The securityholder was also granted piggyback registration
rights with respect to the shares of common stock issuable upon exercise of
the new warrant. The Company was not required to record any charge in
connection with the transaction because the fair value (as determined under
the Black Scholes pricing model) of the 160,000 new warrants being issued
was equivalent to the net decrease in the fair value of the existing
warrants resulting from the one year deferral in the reset provision.
In June 2000, the Company completed a private placement of 1,405,956 shares
of common stock, which raised approximately $9.9 million in net proceeds.
In connection with the financing, the Company issued 200,000 warrants to
purchase common stock at $10.00 per share and 300,000 warrants to purchase
common stock at $8.00 per share.
6. Accounting Pronouncements
In January 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and
Hedging Activities", which was amended by SFAS No. 137 and SFAS No. 138.
The statement requires that all derivative investments be recorded in the
balance sheet at fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or comprehensive income depending
on whether a derivative is designated as part of a hedge transaction, and
the type of hedge transaction. The Company's adoption of the statement did
not have a material effect on its financial statements.
6
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires that all business combinations be accounted for
under the purchase method only and that certain acquired intangible assets in a
business combination be recognized as assets apart from goodwill. SFAS No. 142
requires that ratable amortization of goodwill be replaced with periodic tests
of the goodwill's impairment and that intangible assets other than goodwill be
amortized over their useful lives. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001 and for all business combinations
accounted for by the purchase method for which the date of acquisition is after
June 30, 2001. The provisions of SFAS No. 142 will be effective for fiscal
years beginning after December 15, 2001, and will thus be adopted by the
Company, as required, in fiscal year 2002. The Company does not expect the
adoption of SFAS No. 141 and SFAS No. 142 to have a material effect on its
financial statements.
7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
June 30, 2001
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 Food & Drug Administration ("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, 2000 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,
2001, the Company is considered a "development stage enterprise" as defined in
Statement of Financial Accounting Standards No. 7.
Three Months Ended June 30, 2001 and 2000
The Company's net loss was $3,234,347 during the three months ended June
30, 2001 as compared with $3,328,199 during the three months ended June 30,
2000. Net loss per common share equaled $0.16 per share for the 2001 period as
compared to $0.17 per share for the 2000 period. The lower net loss in the 2001
period was primarily due to lower research and development costs partially
offset by other expenses.
Research and development expenses were $2,150,459 during the three months
ended June 30, 2001 as compared with $2,670,726 during the three months ended
June 30, 2000. The decrease was primarily attributable to expenditures related
to the Phase III clinical trial for the Altropane imaging agent for the
diagnosis of Parkinson's Disease that completed trial enrollment in March 2000
and the Phase II clinical trial for the Altropane imaging agent for the
diagnosis of Attention Deficit Hyperactivity Disorder that completed trial
enrollment in September 2000. The decrease in these expenditures were partially
offset by higher product manufacturing costs in the 2001 period related to the
establishment of a GMP manufacturing process for one technology and higher pre-
clinical manufacturing scale-up costs for another technology.
General and administrative expenses were $973,579 during the three months
ended June 30, 2001 as compared with $906,730 during the three months ended June
30, 2000. The increase was due to higher professional services primarily
attributable to the recruitment of additional clinical personnel. These
expenditures were partially offset by higher non-recurring, non-cash
professional service costs (representing the fair value, as determined under the
Black Scholes pricing model, of warrants and options issued to purchase shares
of common stock) totaling $260,630 during the 2000 period.
8
Other expenses were $396,880 during the three months ended June 30, 2001 as
compared with zero during the three months ended June 30, 2000. The increase
was due to a non-cash charge related to an agreement the Company entered into
with a significant securityholder whereby the exercise price of certain warrants
held by the securityholder were reduced. The charge represents the increase in
the fair value (as determined under the Black Scholes pricing model) of the
warrants as a result of the decrease in the exercise price.
Interest income was $286,571 during the three months ended June 30, 2001 as
compared with $249,257 during the three months ended June 30, 2000. The
increase was due to higher average cash, cash equivalent, and short-term
investment balances during the 2001 period as compared to the 2000 period.
Six Months Ended June 30, 2001 and 2000
The Company's net loss was $5,356,084 during the six months ended June 30,
2001 as compared with $6,279,349 during the six months ended June 30, 2000. Net
loss per common share equaled $0.26 per share for the 2001 period as compared to
$0.34 per share for the 2000 period. The lower net loss in the 2001 period was
primarily due to lower research and development costs.
Research and development expenses were $3,894,627 during the six months
ended June 30, 2001 as compared with $4,621,975 during the six months ended June
30, 2000. The decrease was primarily attributable to expenditures related to
the Phase III clinical trial for the Altropane imaging agent for the diagnosis
of Parkinson's Disease that completed trial enrollment in March 2000 and the
Phase II clinical trial for the Altropane imaging agent for the diagnosis of
Attention Deficit Hyperactivity Disorder that completed trial enrollment in
September 2000. The decrease in these expenditures were partially offset by
higher product manufacturing costs in the 2001 period related to the
establishment of a GMP manufacturing process for one technology and higher pre-
clinical manufacturing scale-up costs for another technology.
General and administrative expenses were $1,669,090 during the six months
ended June 30, 2001 as compared with $1,672,834 during the six months ended June
30, 2000.
Other expenses were $396,880 during the six months ended June 30, 2001 as
compared with zero during the six months ended June 30, 2000. The increase was
due to a non-cash charge related to an agreement the Company entered into with a
significant securityholder whereby the exercise price of certain warrants held
by the securityholder were reduced. The charge represents the increase in the
fair value (as determined under the Black Scholes pricing model) of the warrants
as a result of the decrease in the exercise price.
Interest income was $604,513 during the six months ended June 30, 2001 as
compared with $360,330 during the six months ended June 30, 2000. The increase
was due to higher average cash, cash equivalent, and short-term investment
balances during the 2001 period as compared to the 2000 period. Interest expense
was zero during the six months ended June 30, 2001 as compared with $344,870
during the six months ended June 30, 2000. In September 1999, the Company
issued $8 million of 8% convertible debentures which were converted into common
stock in February and March 2000.
9
Liquidity and Capital Resources
Since its inception, the Company has primarily satisfied its working
capital requirements from the sale of the Company's securities through private
placements. These private placements have included the sale of preferred stock
and common stock, as well as notes payable and convertible debentures. Each
private placement has included the issuance of warrants to purchase common
stock. A summary of financings completed during the three years ended June 30,
2001 is as follows:
Date Net Proceeds Raised Securities Issued
- ---- ------------------- -----------------
June 2000 $9.9 million Common stock
September 1999 $7.4 million Convertible debentures
February 1999 $2.3 million Common stock
February 1999 $5.6 million Preferred stock
In the future, the Company's 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, 2001, the Company had available cash, cash equivalents and
short-term investments of approximately $15.0 million and working capital of
approximately $13.8 million. The Company believes that the level of financial
resources available at June 30, 2001 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 collaborative
agreements with other pharmaceutical or biotechnology companies, debt
financings, or equity offerings. There can be no assurance, however, that the
Company will be successful or that additional funds will be available on
acceptable terms, if at all.
Accounting Pronouncements
In January 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which was amended by SFAS No. 137 and SFAS No. 138. The statement
requires that all derivative investments be recorded in the balance sheet at
fair value. Changes in the fair value of derivatives are recorded each period
in current earnings or comprehensive income depending on whether a derivative is
designated as part of a hedge transaction, and the type of hedge transaction.
The Company's adoption of the statement did not have a material effect on its
financial statements.
In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires that all business combinations be
accounted for under the purchase method only and that certain acquired
intangible assets in a business combination be recognized as assets apart from
goodwill. SFAS No. 142 requires that ratable amortization of goodwill be
replaced with periodic tests of the goodwill's impairment and that intangible
assets other than goodwill be amortized over their useful lives. SFAS No. 141 is
effective for all business combinations initiated after June 30, 2001 and for
all business combinations accounted for by the purchase method for which the
date of acquisition is after June 30, 2001. The provisions of SFAS No. 142 will
be effective for fiscal years beginning after December 15, 2001, and will thus
be adopted by the Company, as required, in fiscal year 2002. The Company does
not
10
expect the adoption of SFAS No. 141 and SFAS No. 142 to have a material effect
on its financial statements.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the market risks reported in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
11
PART II -- OTHER INFORMATION
----------------------------
ITEM 1: LEGAL PROCEEDINGS.
-----------------
None.
ITEM 2: CHANGES IN SECURITIES.
---------------------
In the second quarter of 2001, the Company entered into an agreement
with a significant securityholder whereby the exercise price of
certain warrants held by the securityholder were reduced. The exercise
price of 720,000 warrants previously exercisable at $8.25 per share
were reduced to $4.625 and the exercise price of 970,000 warrants
previously exercisable at $5.75 per share were also reduced to $4.625.
In return, the securityholder agreed to significant restrictions
(based on daily trading volume) on the number of shares of common
stock that it could sell through May 2002. In connection with the
transaction, the Company recorded a charge of $396,880 which is
included in Other Expenses in the Consolidated Statement of
Operations. The amount of the charge is based upon the difference
between the fair value (as determined under the Black Scholes pricing
model) of the 1,690,000 warrants currently exercisable at $4.625 per
share compared to the fair value of the 720,000 warrants previously
exercisable at $8.25 per share and the 970,000 warrants previously
exercisable at $5.75 per share.
In the second quarter of 2001, the Company also entered into an
agreement with a second significant securityholder whereby the
securityholder agreed to defer the effective date of the reset
provision contained in its 500,000 warrants (300,000 exercisable at
$8.00 per share and 200,000 exercisable at $10.00 per share) until
June 30, 2002, at which time the exercise price will be reset to the
lower of (x) the weighted average sales price per share for the 20
trading days ending on June 1, 2001 and (y) the greater of (i) the
weighted average sales price per share of common stock for the 20
trading days ending on June 30, 2002 and (ii) $3.00. In addition,
these agreements provide that in the event of any reorganization,
reclassification, consolidation, merger or similar transaction
involving the Company prior to June 30, 2002, the exercise price of
the warrants will be deemed to be $3.00 per share. In return, the
Company issued 160,000 additional new warrants exercisable at $3.40
per share to the securityholder. The securityholder was also granted
piggyback registration rights with respect to the shares of common
stock issuable upon exercise of the new warrant. The Company was not
required to record any charge in connection with the transaction
because the fair value (as determined under the Black Scholes pricing
model) of the 160,000 new warrants being issued was equivalent to the
net decrease in the fair value of the existing warrants resulting from
the one year deferral in the reset provision.
Copies of the material agreements related to these transactions are
filed as exhibits to this Form 10-Q and incorporated by reference.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES.
-------------------------------
None.
12
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
The annual meeting of stockholders was held on June 12, 2001. 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
quorum. At the meeting, the following matters were voted upon by the
stockholders, receiving the number of affirmative and withheld or
negative ("withheld") votes set forth below each matter.
1. To consider and act upon a proposal to elect seven directors for
a term ending at the next annual meeting and until each such
director's successor is duly elected and qualified:
For Withheld
--- --------
Colin B. Bier, Ph.D. 14,858,643 364,270
S. David Hillson, Esq. 15,043,041 179,872
Robert Langer, Sc. D. 14,855,084 367,829
Marc E. Lanser, M.D. 15,061,686 161,227
Ira W. Lieberman, Ph.D. 15,074,839 148,074
E. Christopher Palmer, CPA 15,063,254 159,659
Scott Weisman, Esq. 14,961,224 261,689
2. To approve an amendment to the Company's 1998 Omnibus Stock
Option Plan to increase to 2,300,000 the number of shares
issuable upon the exercise of options granted thereunder, an
increase of 500,000 shares:
For Against Abstain
--- ------- -------
14,354,112 800,404 68,396
3. To approve an amendment to the Company's Amended and Restated
1990 Non-Employee Directors' Non-Qualified Stock Option Plan to
increase to 800,000 the number of shares issuable upon the
exercise of options granted thereunder, an increase of 200,000
shares:
For Against Abstain
--- ------- -------
14,270,459 883,760 68,693
ITEM 5: OTHER INFORMATION.
-----------------
(a) Exhibits.
4.1 Omnibus Agreement dated May 31, 2001 between Brown Simpson
Partners I, LTD and the Company
4.2 First Amendment to Boston Life Sciences, Inc. Warrants for
Purchase of Shares of Common Stock dated May 27, 2001
between Pictet Global Sector-Fund Biotech ("Pictet") and the
Company
4.3 Agreement to Extend "First Amendment to Boston Life
Sciences, Inc. Warrants for Purchase of Shares of Common
Stock" dated June 13, 2001 between Pictet and the Company
4.4 Second Amendment to Boston Life Sciences, Inc. Warrants for
Purchase of Shares of Common Stock dated June 25, 2001
between Pictet and the Company
4.5 Common Stock Purchase Warrant dated June 25, 2001 received
by Pictet
13
Item 6: EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K: The Registrant filed the following reports
on Form 8-K during the quarter ended June 30, 2001: None.
14
SIGNATURES
----------
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 13, 2001 /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)
15