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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) February 16, 1999
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BOSTON LIFE SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-6533 87-0277826
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
31 Newbury Street, Suite 300
Boston, Massachusetts 02116
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(Address of principal executive offices) Zip Code
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Registrant's telephone number, including area code (617) 425-0200
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Item 5. Other Events.
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On February 16, 1999 the Company announced the completion of a private placement
managed by Josephthal & Co., resulting in $4.4 million in new funding. An
additional $1.6 million is currently being held in escrow and is expected to be
released to the Company shortly. The total of $6 million raised may be
converted into 1,538,462 shares of common stock on a fully converted basis. The
Company is obligated to file a registration statement within 21 days of the
closing covering both the underlying common shares and the shares issuable upon
the exercise of the warrants. A separate placement of $2.5 million was
completed in which the Company issued 647,668 shares of common stock and 97,150
warrants to purchase common stock. Among the institutional investors in the
placements are CIBC Oppenheimer and the Tail Wind Fund. The Company believes
that this financing will increase its financial resources to a level that is
projected to be sufficient to support its existing programs for approximately
two years.
Item 7. Exhibits.
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The following Exhibits are filed as part of this report on Form 8-K:
99.1 Press Release, dated February 16, 1999.
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SIGNATURES
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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 hereunto authorized.
BOSTON LIFE SCIENCES, INC.
Dated: February 18, 1999 By: /s/Joseph Hernon
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Joseph Hernon
Chief Financial Officer
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BOSTON LIFE SCIENCES, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No. Page(s)
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99.1 Press Release, dated February 16, 1999 4
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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BOSTON LIFE SCIENCES, INC. ANNOUNCES A TOTAL OF $8.5 MILLION IN NEW FINANCING
VIA TWO PRIVATE PLACEMENTS
February 16, 1999--Boston Life Sciences, Inc. --NASDAQ: BLSI --In a private
placement managed by Josephthal & Co., Inc. consisting of shares of $19.50
convertible preferred stock (each share of which is convertible into five shares
of common stock), Boston Life Sciences has raised $4.4 million in new funding.
The offering also included one warrant for each two shares of common stock
underlying the convertible preferred stock. An additional $1.6 million is
currently being held in escrow and is expected to be released to the Company
shortly. The total of $6 million raised in this placement may be converted into
1,538,462 shares of common stock on a fully converted basis.
The Company is obligated to file a registration statement covering both
underlying common shares and the shares issuable upon exercise of the warrants
within 21 days of closing. Depending upon the trading price of the common stock
following the closing, the Company may be obligated to issue additional common
shares to those investors who hold their preferred shares longer than 270 days
after the closing. However, in no event will the Company be required to issue
more than one additional common share for each initial underlying common share
held by the investor subsequent to the 270 day period. The Company also has
certain redemption rights related to the convertible preferred stock issued in
this placement.
A separate placement of $2.5 million was completed in which the Company issued
647,668 shares of common stock and 97,150 warrants to purchase common stock.
While registration requirements are similar to those described in the previous
placement, there is no provision for any additional shares to be issued except
in the case of a subsequent placement of equity at a lower price per common
share than that paid by the investor. Such adjustment would be applied only
with respect to those initial shares purchased by the investor that are still
held.
Among the institutional investors in the placements are CIBC Oppenheimer and The
Tail Wind Fund.
The Company's President and CEO, David Hillson commented, "Together with
approximately $7.5 million in cash and investments held at the beginning of this
year, this financing will increase our financial resources to a level that we
currently project will be sufficient to support our existing programs for
approximately two years. We look forward to what we hope and expect will be a
very productive year for us as we advance to the new millenium."
The securities offered in these placements have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or exemption from registration. The foregoing contains forward-
looking statements with regard to financial projections which may not be
realized due to the uncertainties inherent in preparing such projections.
BLSI is developing novel treatments for cancer, autoimmune disease, and central
nervous system disorders. Products awaiting FDA review, in clinical trials or
in preclinical development by BLSI include THERAFECTIN for the treatment of
rheumatoid arthritis; Altropane, a radioimaging agent for the diagnosis of
Parkinson's Disease; AF-1 and others for the potential treatment of stroke and
spinal cord injury; Troponin as an anti-angiogenic treatment for cancer, and
transcription factors that may control expression of molecules associated with
autoimmune disease and allergies.
For further information, please contact:
David Hillson
President & CEO
617.425.0200
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