<PAGE>
This filing is made pursuant to Rule 424(b)(3)
under the Securities Act of 1933, as amended, in connection
with Registration No. 333-74775.
PROSPECTUS
2,582,682 Shares
Boston Life Sciences, Inc.
Common Stock
------------
These shares are being offered for sale by the selling stockholders listed on
page 12.
The common stock is traded on the Nasdaq SmallCap Market under the symbol
"BLSI". On June 16, 1999, the reported closing price of the common stock was
$6 per share.
------------
An investment in the shares offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page 2 of this prospectus.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
------------
The date of this prospectus is June 18, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors............................................................... 4
Use of Proceeds............................................................ 10
Selling Stockholders....................................................... 11
Plan of Distribution....................................................... 13
The Company................................................................ 14
Description of Securities to be Registered................................. 15
Legal Matters.............................................................. 15
Experts.................................................................... 15
Available Information...................................................... 16
Incorporation of Certain Documents by Reference............................ 16
</TABLE>
2
<PAGE>
SUMMARY
Boston Life Sciences, Inc. is a development stage 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 (CNS) disorders and autoimmune diseases. Our principal executive offices
are located at 31 Newbury Street, Suite 300, Boston, Massachusetts 02116, and
the telephone number is (617) 425-0200.
In general, our corporate strategy is to seek to:
. fund the early development of our compounds in preclinical development
and
. enter into corporate partnering arrangements with established
pharmaceutical or biotechnology companies to support the continued
development of our compounds and the marketing of any resulting products
if they receive government approval.
Additionally, since we do not currently own any laboratory or manufacturing
facilities, we contract for such services and intend to continue to do so.
We currently have eight technologies in our product portfolio. Therafectin,
a potential treatment for rheumatoid arthritis, was acquired as a result of our
June 1995 merger with Greenwich Pharmaceuticals, Inc. The balance of our
technologies currently under development were invented or discovered by
researchers working at Harvard University and its affiliated hospitals and have
been licensed to us.
3
<PAGE>
RISK FACTORS
Investing in our common stock is very risky. You should be able to bear a
complete loss of your investment. This prospectus, including the documents
incorporated by reference, contains forward-looking statements that involve
risks or uncertainties. Actual events or results may differ materially from
those discussed in this prospectus. Factors that could cause or contribute to
such differences include the factors discussed below as well as those
discussed elsewhere in this prospectus and in our filings with the Securities
and Exchange Commission.
We are a development stage company, we have always had losses from our
operations and we expect future losses.
We are a development stage company and have always had losses from our
operations. We have never generated revenues from product sales and we do not
currently expect to generate revenues from product sales for at least the next
eighteen months, and probably longer. There can be no guarantee that we will
ever generate revenues or operating profits, or that if we do generate
revenues or operating profits, that we will be able to continue to do so.
As of March 31, 1999, we have incurred total net losses since inception of
approximately $42 million. To date, we have dedicated most of our financial
resources to the research and development of our product candidates,
preclinical compounds, and other technologies (which we collectively refer to
in this prospectus as our "technologies"), general and administrative expenses
and costs related to obtaining and protecting patents. We expect to incur
significant operating losses for at least the next eighteen months, and
probably longer, and to generate little if any revenue from product sales
during that time, primarily due to the continued expenditures necessary to
support progress of our research and development programs, including
preclinical studies and clinical trials, and costs associated with making and
selling our products.
Our ability to generate revenue and operating income in the future will
depend on many factors including:
. Successfully completing the research and development of our technologies;
. Protecting our patent and other intellectual rights, as well as the
ability of our licensors and collaborators to protect their patent and
other intellectual rights;
. The time, cost, and effort required to obtain regulatory approvals;
. Establishing collaborative arrangements for manufacturing, sales and
marketing capabilities for any of our products;
. Competing technologies and market developments; and
. Manufacturing costs and the market acceptance of our products at prices
sufficient to generate adequate profits.
If we require additional funding in the future but are unable to secure
such funding on acceptable terms, we may need to significantly reduce or even
cease one or more of our research or development programs, or we may be
required to obtain funds through arrangements with others that may require us
to surrender rights to some or all of our technologies.
We spend a significant amount for research and development, including
preclinical studies and clinical trials of our technologies. We expect that
our current cash, cash equivalents and investment balances will be sufficient
to fund our capital requirements through at least the next eighteen months.
Thereafter, we may need to raise substantial additional capital if we are
unable to generate sufficient revenue from product sales or through
collaborative arrangements with third parties. To date, we have always
experienced negative cash flows
4
<PAGE>
from operations and have funded our operations primarily from equity
financings. If adequate funds are not readily available, we may need to
significantly reduce or even cease one or more of our research or development
programs. Alternatively, to secure such funds, we may be required to enter
financing arrangements with others that may require us to surrender rights to
some or all of our technologies. If the results of our current or future
clinical trials are not favorable, it may negatively affect our ability to
raise additional funds. If we are successful in obtaining additional equity
financing, the terms of such financing will have the effect of diluting the
holdings and the rights of our common stockholders.
Our capital requirements will depend on many factors, including:
. The progress of our research and development activities and our clinical
trials, and the degree to which we encounter the problems, delays, and
other complications frequently experienced by development stage
biotechnology companies.
. Our ability to meet the terms of any current collaborative research,
manufacturing, marketing or other agreements, and to successfully
negotiate economically feasible and meet the terms of future agreements.
. The cost and timing of, and success in, obtaining FDA and other
regulatory approvals of our products;
. The cost of protecting our patent claims and other intellectual property
rights; and
. Changes in economic, regulatory or competitive conditions of the
pharmaceutical and biotechnology industry.
Estimates about how much funding will be required are based on a number of
assumptions, all of which are subject to change based on the results and
progress of our research and development activities.
If we are unable to secure adequate patent protection for our technologies, then
we may not be able to compete effectively as a biotechnology company.
At the present time, we do not have patent protection for all uses of our
technologies. There is significant competition in the Company's primary
scientific areas of research and development including arthritis, cancer, and
autoimmune diseases and allergies. Such competitors will seek patent protection
for their technologies and such patent applications or rights might conflict
with or infringe upon the patent protection coverage that we are seeking for
our technologies. If we do not obtain patent protection for our technologies,
our ability to compete and business prospects may be significantly and
negatively affected. Further, even if patents can be obtained, there can be no
guarantee that these patents will provide us with any competitive advantage.
Our patent strategy is to pursue patent protection, in the U.S. and in most
developed countries, for our technologies. Our goal is to obtain broad patent
protection for our technologies and their related medical indications. The
patent application and issuance process generally takes several years and is
usually very expensive without any guarantee that a patent will be issued. In
many cases, our know-how and technology may not be patentable. Risks associated
with protecting our patent and proprietary rights include the following:
. Our ability to protect our technologies could be delayed or negatively
affected if the United States Patent and Trademark Office (the "USPTO")
requires clinical evidence that our technologies work.
. Our competitors may develop similar technologies or products, or
duplicate any technology developed by us.
. If patents are issued to us, our competitors may develop products which
are similar to ours but which do not infringe on our patents or products,
or a third party may successfully challenge one or more of our patents.
5
<PAGE>
. Our patents may infringe on the patents or rights of other parties which
may decide not to grant a license to us. We may have to change our
products or processes, pay licensing fees or stop certain activities
because of the patent rights of third parties which could cause
additional unexpected costs and delays.
. Patent law in the fields of healthcare and biotechnology is still
evolving. Future changes in patent laws might conflict with our existing
or future patent rights, or the rights of others.
. We also rely on trade secrets and proprietary know-how. We seek to
protect this information primarily through confidentiality agreements
with our collaborators, employees and consultants, but there can be no
guarantee that these agreements will not be breached or that we will have
adequate remedies for such breach.
. If consultants, scientific advisors, or other third parties apply
technological information which they have developed separate from us to
our technologies, there may be disputes as to the ownership of such
information which may not be resolved in our favor.
If we are unable to maintain our key working relationships with Harvard
University and its affiliates, we may not be successful since substantially all
of our current technologies were licensed from, and most of our research and
development activities were performed by, Harvard University and its affiliates.
Most biotechnology and pharmaceutical companies have established internal
research and development programs, including their own facilities and employees
which are under their direct control. By contrast, we have always outsourced
all of our research and development, preclinical and clinical activities.
Specifically, we have been heavily dependent on one such relationship because
substantially all of our technologies were licensed from, and most of our
research and development activities were performed by, Harvard University and
its affiliates. Now that most of our early-stage research at Harvard has
yielded an identified product in each area of research, we have begun and
expect to continue to conduct much of our later stage development work and all
of our formal preclinical and clinical programs outside of Harvard.
Nevertheless, the originating scientists still play important advisory roles.
Universities and other not-for-profit research institutions are becoming
increasingly aware of the commercial value of their findings and are becoming
more active in seeking patent protection and licensing arrangements to collect
royalties for the use of technology that they have developed. Currently, an
important aspect of future new product identification and early development is
likely to depend upon:
. Our ability to obtain and maintain licenses for new technologies from
Harvard and its affiliates; and
. Harvard and its affiliates continuing to perform early-stage research and
development work under sponsored research agreements with us.
There can be no guarantee that we will be able to obtain new technologies
from Harvard and its affiliates or that we can continue to meet our obligations
under existing arrangements.
If we are unable to retain our key personnel and/or recruit additional key
personnel in the future, then we may not be able to operate effectively.
Our success depends significantly upon our ability to attract and retain
highly qualified scientific and management personnel who are able to formulate,
implement and maintain the operations of a biotechnology company such as ours.
As an example, Marc E. Lanser, our Chief Scientific Officer, was formerly on
the staff of, and maintains close affiliations with Harvard Medical School and
its affiliates. Substantially all of our technologies were licensed from
Harvard. Our past ability to secure these licenses and to enter into sponsored
research and development agreements with Harvard was enhanced by Dr. Lanser's
affiliations and familiarity with the Harvard Medical School and its
affiliates.
6
<PAGE>
We currently outsource all our research and development, preclinical and
clinical activities. If we decide to undertake internally the research and
development of any of our technologies, we may need to hire additional key
management and scientific personnel to assist the limited number of employees
that we currently employ. There is significant competition for such personnel
from other companies, research and academic institutions, government entities
and other organizations. If we fail to attract such personnel, it could have a
significant negative effect on our ability to develop our technologies. There
can be no guarantee that we will be successful in hiring or retaining the
personnel that may be required for such activities in the future.
If we are unable to establish, maintain and rely on new collaborative
relationships, then we may not be able to successfully develop and
commercialize our technologies.
To date, our operations have primarily focused on the pre-clinical
development of most of our technologies, as well as the completion of clinical
trials for two of our technologies. During the next eighteen months, we
currently expect that the continued development of our technologies will result
in the initiation of additional clinical trials, and if regulatory approval is
obtained, the market introductions of the two technologies for which clinical
trials are currently in process or have been completed. We expect that these
developments will require us to establish, maintain and rely on new
collaborative relationships in order to successfully develop and commercialize
our technologies. There is no certainty that:
. We will be able to enter into such collaborations on economically
feasible and otherwise acceptable terms and conditions.
. That such collaborations will not require us to undertake substantial
additional obligations or may require us to devote additional resources
beyond those we have identified at present.
. That any of our collaborators will not breach or terminate their
agreement with us or otherwise fail to conduct their activities on time,
thereby delaying the development or commercialization of the technology
for which the parties are collaborating.
. The parties will not dispute the ownership rights to any, technologies
developed under such collaborations.
If we are not able to establish or maintain the necessary collaborative
arrangements, we will need more money to research and develop technologies on
our own and we may encounter delays in introducing our products.
If the current environment of rapid technological change requires significantly
greater financial, technical and marketing resources to successfully develop
and market products, then some of our competitors may have an advantage in
developing and marketing products.
The biotechnology and pharmaceutical industries are highly competitive and
are dominated by larger, more experienced and better capitalized companies.
Such greater experience and financial strength may enable them to bring their
products to market sooner than us, thereby gaining the competitive advantage of
being the first to market. Research on the causes of, and possible treatments
for diseases for which we are trying to develop products, including rheumatoid
arthritis, cancer, Parkinson's Disease, central nervous system disorders and
autoimmunediseases, are developing rapidly, and there is a potential for
extensive technological innovation in relatively short periods of time. There
can be no assurance that we will be able to keep pace with any new
technological developments. Factors affecting our ability to successfully
manage the technological changes occurring in the biotechnology industry as
well as our ability to successfully compete include:
. Many of our potential competitors have significantly greater experience
than we do in completing preclinical and clinical testing of new
pharmaceutical products and obtaining Food and Drug Administration
("FDA") and other regulatory approvals of products.
. We compete with a number of pharmaceutical and biotechnology companies
which have financial, technical and marketing resources significantly
greater than ours;
7
<PAGE>
. Companies with established positions and prior experience in the
pharmaceutical industry may be better able to develop and market products
for the treatment of those diseases for which we are trying to develop
products;
If our technologies are unable to successfully complete, or are adversely
effected by, the extensive regulatory process, then we may not be able to
market our products and technologies.
Our technologies must undergo a rigorous regulatory approval process, which
includes extensive preclinical and clinical testing, to demonstrate safety and
efficiency before any resulting product can be marketed. To date, neither the
FDA nor any of its international equivalents has approved any of our
technologies for marketing. In the biotechnology industry, it is generally
accepted that less than 10 percent of the technologies for which preclinical
efforts are initiated ultimately result in an approved product. The clinical
trial and regulatory approval process can require many years and substantial
cost, and there can be no guarantee that our efforts will result in an approved
product.
Our activities are regulated by a number of government authorities in the
United States and other countries, including the FDA pursuant to the Federal
Food, Drug and Cosmetic Act. The FDA regulates pharmaceutical products,
including their manufacture and labeling. Data obtained from testing is subject
to varying interpretations which can delay, limit or prevent FDA approval.
Risks associated with the regulatory approval process include:
. Changes in existing regulatory requirements could prevent or affect the
timing of our ability to achieve regulatory compliance. Federal and state
laws, regulations and policies may be changed with possible retroactive
effect, and how these rules actually operate can depend heavily on
administrative policies and interpretations over which we have no control
or inadequate experience to assess their full impact upon our business.
. Obtaining FDA clearances is time-consuming and expensive, and there is no
guarantee that such clearances will be granted or that the FDA review
process will not involve delays that significantly and negatively affect
our products. We may encounter similar delays in foreign countries.
. Regulatory clearances may have significant limitations on the uses for
which any approved products may be marketed.
. Any marketed product and its manufacturer are subject to periodic review
and any discovery of previously unrecognized problems with a product or
manufacturer could result in suspension or limitation of approvals.
If any of our products are approved and enter the market, they may not be
accepted by physicians and patients if adequate insurance coverage and
reimbursement levels aren't available for them.
Substantially all biotechnology products are distributed to patients by
physicians and hospitals, and in most cases, such patients rely on insurance
coverage and reimbursement to pay for some or all of the cost of the product.
In recent years, the continuing efforts of government and third party payers to
contain or reduce health care costs have limited, and in certain cases
prevented, physicians and patients from receiving insurance coverage and
reimbursement for medical products, especially newer technologies. Our ability
to generate adequate revenues and operating profits could be adversely affected
if such limitations or restrictions are placed on the sale of our products.
Specific risks associated with medical insurance coverage and reimbursement
include:
. Significant uncertainty exists as to the reimbursement status of newly
approved health care products, and third-party payers are increasingly
challenging the prices charged for medical products and services.
. There can be no guarantee that adequate insurance coverage will be
available to allow us to charge prices for products which are adequate
for us to realize an appropriate return on our cost for developing these
technologies. If adequate coverage and reimbursement are not provided for
use of our products, the market acceptance of these products will be
negatively affected.
. Health maintenance organizations and other managed care companies may
seek to negotiate substantial volume discounts for the sale of our
products to their members thereby reducing our profit margins.
8
<PAGE>
In recent years, bills proposing comprehensive health care reform have been
introduced in Congress that would potentially limit pharmaceutical prices and
establish mandatory or voluntary refunds. There can be no guarantee that such
proposals will not negatively affect us. It is uncertain if any legislative
proposals will be adopted and how federal, state or private payers for health
care goods and services will respond to any health care reforms.
We have no manufacturing facilities or marketing experience and expect to be
dependent upon third parties to manufacture and market approved products.
We currently have no manufacturing facilities for either clinical trial or
commercial quantities of any of our technologies and currently have no plans
to obtain them. To date, we have obtained the limited amount of quantities
required for preclinical and clinical trials from contract manufacturing
companies. We intend to continue using contract manufacturing arrangements
with experienced firms for the supply of material for both clinical trials and
any eventual commercial sale.
We will depend upon third parties to produce and deliver products in
accordance with all FDA and other governmental regulations. There can be no
guarantee that such parties will consistently perform their obligations in a
timely fashion and in accordance with the applicable regulations. There can be
no guarantee that we will be able to contract with manufacturers who can
fulfill our requirements for quality, quantity and timeliness, or that we
would be able to find substitute manufacturers, if necessary. The failure by
any third party to perform their obligations may delay clinical trials, the
commercialization of products, and the ability to supply product for sale.
We do not have any experience in marketing pharmaceutical products. In
order to earn a profit on any future product, we will be required to either
enter into arrangements with third parties with respect to marketing the
products or internally develop such marketing capability. There can be no
assurance that we will be able to enter into marketing agreements with others
on acceptable terms, or that we can successfully develop such capability on
our own.
We have options, warrants and preferred stock outstanding which may cause
dilution to our stockholders.
As of June 15, 1999, we had granted stock options and warrants to purchase
approximately five million shares of our common stock at exercise prices
ranging from $0.63-$15.00 per share. Many of these previously granted options
and warrants were issued at exercise prices below the current market price of
the common stock. If the holders exercise these stock options and warrants, it
will dilute the percentage ownership interest of our current stockholders. In
addition, the terms upon which we would be able to obtain additional money
through the sale of our stock may be negatively affected by the existence of
these warrants and options because new investors may be concerned about the
impact upon the future market price of the stock if these warrants and options
were consistently exercised and the underlying stock sold.
As of June 15, 1999, we also had 5,733 and 315,416 shares of Series A and
Series C Convertible preferred stock outstanding, respectively, which are
currently convertible into 100,544 and 1,577,080 shares of common stock,
respectively. If the holders convert their shares of preferred stock into
common stock, it will dilute the percentage ownership interest of our current
stockholders.
The price changes and volatility of our stock is often unrelated to our
operating performance or business developments.
Historically, the trading volume of our common stock has fluctuated
significantly. At times our trading volume has been significant while at other
times our trading volume has been relatively low. The price changes and
volatility of our stock often appears to be unrelated to our operating
performance or business developments. Factors which may have a significant
effect on the market price of our common stock include:
9
<PAGE>
.the discovery of new technologies by competitors in fields in which we are
developing products;
.the results of clinical trials, whether our own or those of competitors;
.FDA approval of new products;
.Proposed government regulations and
.Issues relating to patents or proprietary rights.
Year 2000 compliance may adversely impact our financial and management
resources.
We have initiated planning for issues related to the upcoming new
millennium. These issues derive from the use of software and hardware with
embedded chips or processors that use two digits to refer to a year and do not
properly recognize a year that begins with "20" instead of the familiar "19. "
We primarily operate our business applications software using the Microsoft
Office suite of products. As a result, we will primarily rely on the software
developer's representations regarding Year 2000 compliance of their software.
We intend to assess the possible effects on our operations of the Year 2000
compliance of certain relevant third parties, primarily our service providers,
by requesting confirmation from the parties regarding their Year 2000
readiness.
We do not expect to incur costs in our Year 2000 program that will be
material to our business, financial condition or results of operations.
Although we intend to complete all phases of our Year 2000 program by December
31, 1999, there can be no assurance we will complete our program by then, and
even if this program is successfully completed on schedule, that disruptions in
our business will be avoided.
Possible consequences of Year 2000 issues that we are unable to adequately
identify, assess or fix include but are not limited to:
.Delays in supplies from vendors,
.Errors in processing transactions,
.Diversion of management time and effort to addressing difficulties that
emerge, and
.Loss of clinical and research data
The goal of our Year 2000 program is to plan for and reduce the risk of such
difficulties. There can be no assurance that our Year 2000 program will be
completed in a timely manner or will be successful.
USE OF PROCEEDS
The net proceeds from the sale of the securities will be received by the
selling stockholders. We will not receive any proceeds from the sale of the
securities by the selling stockholders.
10
<PAGE>
SELLING STOCKHOLDERS
The table below sets forth information regarding ownership of our common
stock by the selling stockholders on June 15, 1999 and the number of securities
to be sold by them under this prospectus. The securities include shares of
common stock which were issued or are issuable upon the exercise of warrants
owned by the selling stockholders, which warrants were acquired by certain of
the selling stockholders in one or more private placements by us.
We have filed with the Commission, under the Securities Act, a registration
statement on Form S-3, of which this prospectus forms a part, with respect to
the resale of the securities from time to time on the Nasdaq SmallCap Market or
in privately-negotiated transactions and have agreed to prepare and file such
amendments and supplements to the registration statement as may be necessary to
keep the registration statement effective until the securities are no longer
required to be registered for the sale thereof by the selling stockholders.
The table below assumes the conversion of all shares of Series C Convertible
preferred stock and the exercise of all outstanding warrants owned by the
selling stockholders. The percentages, if any, were calculated based on shares
of common stock outstanding as of June 15, 1999 and includes 1,577,080 shares of
common stock which were issued or are issuable upon conversion of Series C
Convertible preferred stock, and 1,005,597 shares of common stock which were
issued or are issuable upon the exercise of outstanding warrants owned by the
selling stockholders. Josephthal & Co. was the placement agent for a private
placement of the our Series C Convertible preferred stock completed in February
1999. In connection with the financing, we paid $372,725 and issued 197,115
warrants to purchase shares of our common stock.
11
<PAGE>
<TABLE>
<CAPTION>
Securities Owned Securities Owned
Prior to Offering After Offering
---------------------------------------- -------------------------
Shares of Number of
Shares of Common Stock Percent of Shares of Percent of
Name of Selling Shareholder Common Stock Offered Hereby Common Stock Common Stock Common Stock
- --------------------------- ------------ -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Agamemnon R Mourges..... 19,236 19,236 * 0 *
Alan Grayson............ 38,466 38,466 * 0 *
Alan J. Rubin........... 76,927 76,927 * 0 *
Albert A. Nolletti...... 38,466 38,466 * 0 *
American High Growth
Equities Retirement
Trust.................. 153,848 153,848 * 0 *
Amy W. Bernstein........ 19,236 19,236 * 0 *
Arthur H. McCoy......... 38,466 38,466 * 0 *
Bernard J. Korman....... 76,927 76,927 * 0 *
Canadian Imperial
Holdings, Inc. ........ 288,464 288,464 1.7 0 *
Carla A. Nolletti....... 9,621 9,621 * 0 *
Christine M. Sanders.... 9,621 9,621 * 0 *
Christopher Healy....... 38,466 38,466 * 0 *
Curran Partners......... 192,313 192,313 1.1 0 *
David A. Nolletti....... 9,621 9,621 * 0 *
David S. Nagelberg &
Bette Nagelberg,
Trustees Nagelberg
Family Trust Ltd....... 38,466 38,466 * 0 *
David Wiener............ 19,236 19,236 * 0 *
Don A. Sanders.......... 48,081 48,081 * 0 *
Euro Pacific Capital,
Inc. BSCC
Master Defined
Contribution MPPP
Mark Andersen TTEE..... 8,849 8,849 * 0 *
Euro Pacific Capital,
Inc. BSCC
Master Defined
Contribution P/S
Mark Andersen TTEE..... 8,849 8,849 * 0 *
Euro Pacific Capital,
Inc. BSCC
Master Defined
Contribution P/S Peter
Schiff TTEE............ 6,351 6,351 * 0 *
George L. Ball.......... 19,236 19,236 * 0 *
I.R.A. FBO Alex Colman.. 38,466 38,466 * 0 *
Jay Youngerman.......... 19,236 19,236 * 0 *
Jim Liebel.............. 115,387 115,387 * 0 *
Josephthal & Co......... 197,115 197,115 1.2 0 *
Katherine U. Sanders.... 38,466 38,466 * 0 *
Leonard Rosenfeld....... 19,236 19,236 * 0 *
Mark Anderson........... 10,000 10,000 * 0 *
Mark Theran............. 76,927 76,927 * 0 *
Michael Freedman........ 19,236 19,236 * 0 *
Nakayama, Inc. Employees
Retirement Trust....... 19,236 19,236 * 0 *
Peter Schiff............ 10,000 10,000 * 0 *
Pine Street Asset
Management L.P. ....... 61,543 61,543 * 0 *
Richard and Betty Green
Family Trust........... 62,504 62,504 * 0 *
Richard Hoffman and
Ricki Hoffman.......... 19,236 19,236 * 0 *
Richard Mastromatteo.... 38,466 38,466 * 0 *
Robert J. Neborsky MD
and Sandra S.
Neborsky............... 38,466 38,466 * 0 *
Robert J. Neborsky MD
Combination Retirement
Trust.................. 25,004 25,004 * 0 *
Robin Bernhoft and
Alison Bernhoft........ 38,466 38,466 * 0 *
Ronald I. Heller
Revocable Trust Ltd.... 38,466 38,466 * 0 *
Scarecrow Investors,
LLC.................... 96,157 96,157 * 0 *
Steve Smith............. 19,236 19,236 * 0 *
Wilson Revocable Living
Trust.................. 38,466 38,466 * 0 *
Zubair Kazi............. 384,621 384,621 2.3 0 *
</TABLE>
- --------
* Less than one percent.
12
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may sell their shares of common stock from time to
time to purchasers directly by any such selling stockholder, or by pledgees,
donees, transferees or other successors in interest receiving shares from a
selling stockholder after the date of this prospectus. As used in this section,
the terms "selling stockholder" includes pledgees, donees, transferees or other
successors in interest. Alternatively, the selling stockholders may from time
to time offer the securities through underwriters, brokers, dealers or agents
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the selling stockholders and/or the purchasers of the
securities for whom they may act as agent (which compensation as to a
particular broker-dealer might exceed that amount normally received by such
broker-dealers).
The selling stockholders and any such underwriters, brokers, dealers or
agents who participate in the distribution of the securities may be
underwriters, and any profits on the sale of the securities by them and any
discounts, commissions or concessions received by any such underwriters,
brokers, dealers or agents might be underwriting discounts and commissions
under the Securities Act. To the extent the selling stockholders may be
underwriters, they may be subject to statutory liabilities and requirements of
the Securities Act, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Securities Exchange Act of 1934, as amended. Because selling
stockholders may be underwriters within the meaning of Section 2(l 1) of the
Securities Act, the selling stockholder will be required to deliver a
prospectus to their purchasers.
The securities offered hereby may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices,
including in transactions on the Nasdaq SmallCap Market. The securities may be
sold by one or more of the following methods without limitation:
. to underwriters who will acquire securities for their own account and
resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any
discounts or concessions may be changed from time to time);
. a block trade in which the broker or dealer so engaged will attempt to
sell the securities as agent but may resell a portion of the block as
principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. an exchange distribution in accordance with the rules of such exchange;
. face-to-face transactions between sellers and purchasers without a broker
or dealer;
. through the writing of options; and
. other legally available means.
At any time a particular offering of securities is made, a revised
prospectus or prospectus supplement, if required, will be distributed including
the name or names of any underwriters, brokers, dealers or agents, any
discounts, commissions and other items constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers. Such revised prospectus or prospectus supplement
and, if necessary, a post-effective amendment to the registration statement of
which this prospectus is a part, will be filed with the Commission to reflect
the disclosure of additional information with respect to the distribution of
the securities. In addition, the securities may be sold in private transactions
in compliance with Rule 144A or under Rule 144.
We are bearing all costs relating to the registration of securities (other
than fees and expenses, if any, of counsel or other advisers to the selling
stockholders). Any commissions, discounts or other fees payable to broker-
dealers in connection with any sale of the securities will be borne by the
selling stockholders selling such securities.
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We have agreed to indemnify the selling stockholders in certain
circumstances against some liabilities, including liabilities that could arise
under the Securities Act. Each selling stockholder has agreed to indemnify us,
our directors and our officers who sign the registration statement against some
liabilities, including liabilities that could arise under the Securities Act.
There is no guarantee that any selling stockholder will sell any or all of
the securities offered in this prospectus or that any such selling stockholder
will not transfer, devise or gift such securities by other means not described
in this prospectus.
Underwriters participating in any offering made of the shares of common
stock registered by this prospectus (as amended or supplemented from time to
time) may receive underwriting discounts and commissions, and discounts or
concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transaction may receive brokerage or agent's
commissions or fees.
When a selling stockholder tells us that they have arranged with a broker-
dealer for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, or
other material arrangement, a supplement to this prospectus will be filed, if
required, pursuant to Rule 424(b) under the securities Act, disclosing:
. the name of each such selling stockholder and of the participating
broker-dealer(s),
. the number of shares involved,
. the price at which such shares were sold,
. the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable,
. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in the prospectus
and
. other facts material to the transaction.
The selling stockholders and any other person participating in such
distribution must comply with the Exchange Act and the rules and regulations.
These rules include Regulation M, which may limit the timing of purchases and
sales of any of the securities by the selling stockholders and any other such
person. Furthermore, Regulation M may prohibit persons engaged in the
distribution of the securities from simultaneously engaging in market making
activities with respect to the particular securities for a period of up to five
business days (or such other applicable period as Regulation M may provide)
prior to the commencement of such distribution. All of the foregoing may affect
the marketability of the securities and the ability of any person or entity to
engage in market-making activities with respect to the securities.
In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in such jurisdictions, if required,
only through registered or licensed brokers or dealers.
THE COMPANY
Boston Life Sciences, Inc. was incorporated in Delaware in 1972 under the
name Greenwich Pharmaceuticals Incorporated ("Greenwich"). Effective June 15,
1995, Greenwich merged with a privately-held company named Boston Life
Sciences, Inc. (the "merger"). Greenwich survived the merger and changed its
name to Boston Life Sciences, Inc. On June 6, 1997, our stockholders approved a
one-for-ten reverse split of the common stock effective as of June 9, 1997. Our
principal executive offices are located at 31 Newbury Street, Suite 300,
Boston, Massachusetts, and the telephone number is (617) 425-0200.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
General
Boston Life Sciences is authorized to issue 25,000,000 shares of common
stock and 1,000,000 shares of preferred stock, each with a par value $.0l per
share. Under its certificate of incorporation, its Board of Directors is
authorized, without stockholder approval, to issue such preferred stock into
series with such voting rights, designations, preferences, limitations and
special rights as may be designated by the Board of Directors from time to
time.
Shares of the our common stock are being registered under this registration
statement. The following is a summary description of our outstanding common
stock and is qualified in its entirety by reference to our certificate of
incorporation and bylaws, which are exhibits to or incorporated by reference in
the registration statement of which this prospectus is a part.
Common Stock
Subject to the rights and preferences of our preferred stock, holders of
shares of the common stock are entitled to receive dividends, as and to the
extent dividends may be declared by our Board of Directors, out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of Boston Life Sciences, holders of shares of the common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and preferences to holders of preferred stock. Holders of shares of common
stock are entitled to one vote per share on all matters on which stockholders
are entitled to vote. The holders of a majority of the outstanding shares of
common stock entitled to vote constitutes a quorum for taking action by the
stockholders. Except for matters where a higher vote is required by law, the
affirmative vote of the holders of shares of common stock present or
represented and entitled to vote is required to take any such action. Holders
of shares of the common stock have no preemptive, conversion or other
subscription rights. There are no redemption, sinking fund or call provisions
applicable to the common stock.
The holders of the common stock have rights under a stockholder rights plan
which has been adopted by the Board of Directors. Under the rights plan, the
holders of common stock received one right (the "right") to purchase a
fractional share of a new class of preferred stock for each share of common
stock owned by such holder. If a person or a group acquires fifteen percent or
more of the outstanding shares of the common stock, the rights may separate
from the shares of common stock and become exercisable. Once the rights are
exercised, the rights plan may allow holders of the rights (other than the
person or group acquiring fifteen percent of the common stock) at a substantial
discount. The rights will expire in September 2001 unless exercised by the
holders or redeemed or exchanged by us. The rights plan could make it more
difficult, and therefore discourage attempts, to acquire control of Boston Life
Sciences. This description of the rights plan is qualified by reference to the
registration statement on Form 8-A relating to the rights plan, which is
incorporated herein by reference and made a part hereof.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for Boston Life Sciences by Ballard Spahr Andrews & Ingersoll, LLP,
Philadelphia, Pennsylvania.
EXPERTS
Our consolidated financial statements as of December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998, incorporated
by reference in this prospectus from our Annual Report on Form 10-K as amended
by the Form 10-K/A have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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AVAILABLE INFORMATION
This prospectus, which constitutes a part of a registration statement on
Form S-3 (the "registration statement") filed by us with the Securities and
Exchange Commission (the "Commission") under the Securities Act, omits certain
of the information set forth in the registration statement. Reference is hereby
made to the registration statement and to the exhibits thereto for further
information with respect to Boston Life Sciences and the securities offered
hereby. Copies of the registration statement and the exhibits thereto are on
file at the offices of the Commission and may be obtained upon payment of the
prescribed fee or may be examined without charge at the public reference
facilities of the Commission described below or via the Commission's web site
described below.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
We are subject to the informational requirements of the Exchange Act, and,
accordingly, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington,
D.C. 20549, and at the Commission's Regional Offices located at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such documents may also be obtained from the Public Reference Room of the
Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, at
prescribed rates. Information regarding the operation the Public Reference Room
may be obtained by calling the Commission at 1-800-SEC-0330. The Commission
maintains a web site (http://www.sec.gov) that contains material regarding
issuers that file electronically with the Commission. In addition, our common
stock is traded on the Nasdaq Smallcap Market and reports and proxy statements
concerning us can be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, NW, Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by us (File No. 0-
6533) with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K, as amended by the Form 10-K/A for the
fiscal year ended December 31, 1998.
(b) Quarterly Report on Form 10-Q for the period ended March 31, 1999.
(c) Our Definitive Proxy Statement dated May 15, 1999 for the Company's
1999 Annual Meeting of Stockholders.
(d) Current Reports on Form 8-K filed January 26, 1999, February 5,
1999, February 16, 1999, and March 15, 1999.
(e) The description of certain of our warrants to purchase common stock
and certain preferred stock purchase rights related to the rights plan
which are contained in our registration statements on Form 8-A filed under
the Exchange Act, including any amendment or reports filed for the purpose
of updating such descriptions.
All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference into this prospectus and to be a part
hereof from the date of the filing of such reports or documents. Any statement
contained in a document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a
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statement contained or incorporated by herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
Upon written or oral request, we will provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered a copy, of
any or all of such documents which are incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this prospectus
incorporates). Written or oral requests for copies should be directed to Joseph
P. Hernon, Executive Vice President and Chief Financial Officer, 31 Newbury
Street, Suite 300, Boston, Massachusetts 02116, telephone number (617) 425-
0200.
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We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. If anyone provides you with different
or inconsistent information, you should not rely on it. This prospectus does
not offer to sell any shares in any jurisdiction where it is unlawful. The
information in this prospectus is current as of the date shown on the cover
page.
Boston Life Sciences, Inc.
2,582,682 Shares of
Common Stock
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PROSPECTUS
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June 18, 1999
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