<PAGE>
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 March 31, 1999
--------------
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
------
Boston Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware 87-0277826
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
31 Newbury Street, Suite 300, Boston, Massachusetts 02116
- ---------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
(617) 425-0200
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(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 May 9, 1999 there were 14,473,133 shares of Common Stock outstanding.
<PAGE>
BOSTON LIFE SCIENCES, INC.
INDEX TO FORM 10-Q
Page(s)
-------
Part I - Financial Information:
Item 1 - Financial Statements (unaudited) 1 - 3
Condensed Consolidated Balance Sheets as of 1
March 31, 1999 and December 31, 1998
Condensed Consolidated Statements of Operations 2
for the three months ended March 31, 1999 and 1998
Condensed Consolidated Statements of Cash Flows 3
for the three months ended March 31, 1999 and 1998
Notes to Condensed Consolidated Financial Statements 4 - 6
Item 2 - Management's Discussion and Analysis of 7 - 10
Financial Condition and Results of Operations
Part II - Other Information
Item 1 - Legal Proceedings 11
Item 2 - Changes in Securities 11
Item 3 - Defaults Upon Senior Securities 11
Item 4 - Submission of Matters to a Vote of 12
Security Holders
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12 - 13
Signature (s) 14
<PAGE>
Part I -- Financial Information
Item 1 -- Financial Statements
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
--------------- ------------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $5,577,430 $71,834
Short-term investments 9,099,268 7,837,992
Other current assets 205,550 568,599
--------------- ------------------
Total current assets 14,882,248 8,478,425
Fixed assets, net 8,917 14,417
Technology acquired 3,500,000 3,500,000
Other assets 276,206 276,206
--------------- ------------------
Total assets $18,667,371 $12,269,048
=============== ==================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses 1,656,269 1,734,199
--------------- ------------------
Total current liabilities 1,656,269 1,734,199
--------------- ------------------
Series C Redeemable Convertible Preferred Stock, (Note 6) 6,150,000 ---
$.01 par value
475,000 shares authorized
315,416 shares outstanding on March 31, 1999
Stockholders' equity:
Series A Convertible Preferred stock, $.01 par value 137 170
1,000,000 shares authorized
13,696 shares outstanding on March 31, 1999 and
16,996 shares outstanding on December 31, 1998
Common Stock, $0.01 par value; 143,020 132,770
25,000,000 shares authorized
14,302,025 shares outstanding on March 31, 1999 and
13,276,978 shares outstanding on December 31, 1998
Additional paid-in-capital 53,014,817 50,489,202
Unrealized gains (losses) on investments (54,091) 76,203
Deficit accumulated during development stage (42,242,781) (40,163,496)
--------------- ------------------
Total stockholders' equity 10,861,102 10,534,849
--------------- ------------------
Total liabilities and stockholders' equity 18,667,371 12,269,048
=============== ==================
</TABLE>
See Notes to Consolidated Financial Statements
1
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended From inception
March 31, (October 16, 1992)
----------------------------------------- to March 31,
1999 1998 1999
------------------ ------------------- -----------------
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 700,000
Operating Expenses
Research and development 933,463 1,117,644 17,712,465
Licensing fees 0 55,000 733,683
Therafectin/R/ related 577,684 127,000 4,737,743
General and administrative 696,968 599,311 11,162,218
Purchased research and development in-process 0 0 10,421,544
------------------ ------------------- -----------------
Loss from operations (2,208,115) (1,898,955) (44,067,653)
Net interest income 128,830 251,050 1,824,872
------------------ ------------------- -----------------
Net loss $(2,079,285) $(1,647,905) $(42,242,781)
================== =================== =================
Calculation of net loss available to common stockholders:
Net loss $ (2,079,285) $ (1,647,905)
Preferred stock preferences (Note 6) (4,240,000) ___
------------------ -------------------
Net loss available to common shareholders $ (6,319,285) $ (1,647,905)
================== ===================
Calculation of basic and diluted net loss available to
common stockholders:
Net loss ($0.15) ($0.13)
Preferred stock preference (Note 6) ($0.31) ___
------------------ -------------------
Basic and diluted net loss available to ($0.46) ($0.13)
================== ===================
common shareholders
Weighted average shares outstanding 13,747,569 13,010,383
================== ===================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended March 31, inception (October
-------------------------------------- 16, 1992) through
1999 1998 March, 31 1999
------------------ ------------------ -------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(2,079,285) $(1,647,905) $ (42,242,781)
Adjustments to reconcile net loss to net cash
used for operating activities:
Purchased research and development in-process 0 0 10,421,544
Compensation charge related to options and warrants 6,000 125,000 1,599,765
Amortization and depreciation 5,500 20,000 1,457,316
Changes in operating assets and liabilities:
Other current assets 363,049 21,269 289,978
Accounts payable and accrued expenses (77,930) (462,945) 708,604
------------------ ------------------ -------------------
Net cash used for operating activities (1,782,666) (1,944,581) (27,765,574)
------------------ ------------------ -------------------
Cash flows from investing activities:
Net cash provided by acquisition of Greenwich Pharmaceuticals, Inc. 0 0 1,758,037
Increase in fixed assets 0 (1,065) (256,701)
Increase in other assets 0 0 (266,406)
Short term investments:
Purchases (2,952,298) (4,890,671) (47,850,528)
Sales and maturities 1,560,728 6,621,934 38,697,169
------------------ ------------------ -------------------
Net cash provided by (used in) investing activities (1,391,570) 1,730,198 (7,918,429)
------------------ ------------------ -------------------
Cash flows from financing activities:
Proceeds from issuance of common stock 3,042,684 4,504 16,200,738
Proceeds from issuance of convertible preferred stock 6,150,000 0 27,022,170
Proceeds from issuance of notes payable 0 0 2,585,000
Proceeds from issuance of convertible debt 0 0 1,000,000
Principal payments of notes payable 0 0 (2,796,467)
Payment of note issuance costs 0 0 (399,702)
Payment of stock issuance and merger transaction costs (512,852) 0 (2,350,306)
------------------ ------------------ -------------------
Net cash provided by financing activities 8,679,832 4,504 41,261,433
------------------ ------------------ -------------------
Net increase (decrease) in cash and cash equivalents 5,505,596 (209,879) 5,577,430
Cash and cash equivalents at beginning of period 71,834 1,713,975 0
------------------ ------------------ -------------------
Cash and cash equivalents at end of period $ 5,577,430 $ 1,504,096 $ 5,577,430
================== ================== ===================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
Boston Life Sciences, Inc.
(a development stage enterprise)
Notes to Unaudited Condensed Consolidated Financial Statements
(March 31, 1999)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, these financial
statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
The interim unaudited condensed 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,
1998, appearing in the Company's Annual Report on Form 10-K for such year.
2. Net Loss Per Share
Basic and diluted net loss per share available to common stockholders has
been calculated by dividing net loss, adjusted for preferred stock
preferences, 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 antidilutive.
Stock options and warrants to purchase approximately 4.5 million shares of
common stock at prices ranging from $0.63 to $15.00 per share were
outstanding at March 31, 1999 but were not included in the computation of
diluted net loss per common share because they were antidilutive. Also
excluded were 1,817,276 million shares of common stock issuable upon the
conversion of the Series A and C preferred stock currently outstanding. The
exercise of these stock options and warrants, or the conversion of the
preferred stock, could potentially dilute earnings per share in the future.
3. Supplemental disclosure of non-cash investing and financing activities:
During the three months ended March 31, 1999, the Company issued 57,874
shares of common stock resulting from the conversion of 3,300 shares of
Series A preferred stock.
During the three months ended March 31, 1998, the Company issued 21,519
shares of common stock resulting from the conversion of 1,227 shares of
Series A preferred stock.
4
<PAGE>
Boston Life Sciences, Inc.
(a development stage enterprise)
Notes to Unaudited Consolidated Financial Statements
(March 31, 1999)
4. Comprehensive Net Loss
Comprehensive net loss for the three months ended March 31, 1999 and 1998, and
for the period from inception to date, was as follows:
<TABLE>
<CAPTION>
From Inception
(October 16,
1992) to
March 31,
1999 1998 1999
--------------- --------------- ----------------
<S> <C> <C> <C>
Net loss .......................................... $(2,079,285) $(1,647,905) $(42,242,781)
Preferred stock preferences (Note 6) ............. (4,240,000) -- (38,627,953)
Unrealized gains on securities
Unrealized holding gains (losses) arising during
the period ................................... (143,284) (73,850) (66,797)
Investment gains (losses) included in net
loss ......................................... 12,990 __ 11,706
----------- __________ ------------
Comprehensive loss ................................ $(6,319,285) $(1,721,755) $(80,925,825)
=========== =========== ============
</TABLE>
5. Common Stock Issuance
In February 1999, the Company completed a private placement of 647,668 shares of
common stock which raised approximately $2.5 million in gross proceeds. The
investor also received warrants to purchase 97,150 shares of common stock at a
price of $4.81 per share. The Company is obligated to issue additional shares
to the investor if the Company issues common stock in a capital raising
transaction at a price per share less than that paid by the investor. Certain
issuances, including those related to the exercise of outstanding warrants and
options, are not subject to this provision which expires in October 2002.
6. Preferred Stock Issuance
In February 1999, the Company completed a private placement of Series C
Convertible Preferred Stock, $.01 par value, ("Series C Stock") which raised
proceeds of approximately $5.7 million, net of approximately $0.5 million of
issuance costs. In connection with the financing, the Company issued (i)
315,416 shares of Series C Stock and (ii) 569,248 warrants to purchase common
stock at $5.06 per share and 219,238 warrants to purchase common stock at $6.09
per share. In connection with this financing, the Company paid $372,725 to the
placement agent and issued 162,307 warrants to purchase common stock at $5.06
per share and 54,808 warrants to purchase common stock at $6.09 per share to the
placement agent.
Each share of the Series C Stock is convertible at any time at the option of the
holder into shares of common stock pursuant to a ratio of five shares of common
stock for each share of Series C Stock. The Series C Stock provides for a
minimum return of 25% whereby the Company may be required to issue up to one
additional share of common stock for each share of common stock underlying
Series C Stock still held by an investor on the date that is 270 days after the
closing, if the market price of the common stock is below a specified level on
such date. However, the investor's right to receive additional shares
5
<PAGE>
terminates if the market price of the common stock is above a specified level
for a certain period, as defined. The initial conversion price of the Series C
Stock was at a discount to the market price on the date of issuance. The
intrinsic value of this beneficial conversion feature totaled approximately $1.9
million. The net proceeds of approximately $5.7 million has been allocated
between the warrants (approximately $1.9 million) and the Series C Stock
(approximately $3.8 million) based on their relative fair values. The value
attributable to the beneficial conversion feature ($1.9 million) and the
warrants ($1.9 million) have been included in the amount recognized as a
preferred stock preference in the statement of operations for the three months
ended March 31, 1999. These amounts represent a non-cash charge in the
determination of net loss available to common shareholders.
Under certain circumstances, the Company may be required to redeem the Series C
Stock at a cost of $6.15 million which equals the gross proceeds from the sale
of the Series C Stock. Because the redemption of the Series C Stock is not
completely within the control of the Company, the amount allocated to the Series
C Stock has been reflected outside of stockholders' equity as "mezzanine"
financing. The amount allocated to the warrants has been credited to additional
paid-in capital.
6
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
(March 31, 1999)
This Quarterly Report on Form 10-Q contains forward-looking statements.
Specifically, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
and similar expressions are intended to identify forward-looking statements.
There are a number of meaningful factors that could cause the Company's actual
results to differ materially from those indicated by any such forward-looking
statements. These factors include, without limitation, the duration and results
of clinical trials and their effect on the FDA regulatory process, uncertainties
regarding receipt of approvals for any possible products and any commercial
acceptance of such products, possible difficulties with obtaining necessary
patent protection, and uncertainties regarding the outcome of any of the
Company's collaborations or alliances with third parties. Other factors include
those set forth under the caption "Forward-Looking Statements" below and in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 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 increase as the Company attempts to gain regulatory approval for
commercial introduction of its proposed products. At March 31, 1999, the
Company is considered a "development stage enterprise" as defined in Statement
of Financial Accounting Standards No. 7.
Three Months Ended March 31, 1999 and 1998
The Company's net loss was $2,079,285 during the three months ended March
31, 1999 as compared with $1,647,905 during the three months ended March 31,
1998. Net loss per common share, excluding preferred stock preferences,
equaled $0.15 per share for the 1999 period as compared to $0.13 per share for
the 1998 period. The higher net loss in the 1999 period was primarily due to
higher Therafectin(R) related expenses, an increase in general and
administrative costs, and a decrease in net interest income. These items were
partially offset by lower research and development expenses.
The net loss available to common stockholders for the 1999 period,
including preferred stock preferences of $4,240,000, totaled $6,319,285. Net
loss per common share for the 1999 period, including $0.31 attributable to
preferred stock preferences, totaled $0.46. In February 1999, the Company
completed a private placement of Series C Convertible Preferred Stock and
warrants. Based on the market price of the Company's stock on the date of
issuance, the preferred stock had a beneficial conversion feature with an
intrinsic value of approximately $1.9 million and the warrants had a fair value
of approximately $1.9 million, which amounts are included in the preferred stock
preferences.
Research and development expenses were $933,463 during the three months
ended March 31, 1999 as compared with $1,117,644 during the three months ended
March 31, 1998. The decrease was primarily attributable to a significant
reduction during the 1999 period in the level of expenditures for two early
stage technologies. The initial sponsored research and development contracts
for these technologies, which were substantial, have expired. The Company
continued the pre-clinical research and development of these technologies during
the 1999
7
<PAGE>
period at costs lower than during the 1998 period. The Company expects to incur
research and development costs on these and other technologies of between $4
million to $5 million during 1999.
Licensing fees were zero during the three months ended March 31, 1999 as
compared with $55,000 during the three months ended March 31, 1998. During the
1998 period, the Company paid $15,000 to license one new technology as compared
to no new licensing agreements during the 1999 period. In addition to an initial
licensing fee payment, the Company is obligated to pay additional amounts upon
the attainment of development milestones, as defined in each respective
licensing agreement, as well as royalties upon the sales of any resulting
products. During the 1998 period, the Company made a milestone payment of
$40,000 related to the development of one of its technologies. The Company
expects to pay future licensing fees, the timing and amounts of which will
depend upon the progress attained in developing existing technologies and the
terms of agreements which may be executed for technologies currently being
developed or which may be developed in the future. There can be no assurance
regarding the likelihood or materiality of any such future licensing agreements.
Therafectin(R) related expenses were $577,684 during the three months
ended March 31, 1999 as compared with $127,000 during the three months ended
March 31, 1998. This increase reflects differences in the development status of
Therafectin(R) during each respective period. Expenses during the 1999 period
primarily related to manufacturing costs related to the production of three lots
of GMP ("Good Manufacturing Practices") material as required under applicable
law and regulations for the Company's amended NDA ("New Drug Application")
filing with the FDA ("Food & Drug Administration"). Expenses during the 1998
period primarily related to patients enrolled in the extension phase of the
Phase III trial. Before any commercially viable product from Therafectin(R) may
be developed, and any revenue generated therefrom, the Company currently expects
that at least $0.5 million of additional future expense will be necessary.
There can be no assurance, however, that the expenditure of these additional
amounts will result in the regulatory approval of any compounds or that such
approval will ever be able to be obtained by the Company.
General and administrative expenses were $696,968 during the three months
ended March 31, 1999 as compared with $599,311 during the comparable 1998
period. This increase was primarily due to higher professional service costs,
primarily related to financial advisory and public relations services. The
Company has increased its expenditures for financial advisory and public
relations services in an effort to increase the Company's visibility and
recognition in the investment and biotechnology communities.
Net interest income was $128,830 during the three months ended March 31,
1999 as compared with net interest income of $251,050 during the three months
ended March 31, 1998. The higher level of interest income recognized during the
1998 period primarily related to higher average short-term investment, cash and
cash equivalent balances. The Company raised approximately $8.2 million in net
proceeds from equity financings during the quarter ended March 31, 1999.
However, the benefit of such proceeds on the amount of interest income earned
was moderate as the funds were not received until the second half of the
quarter.
Liquidity and Capital Resources
Since its inception, the Company has satisfied its working capital
requirements from the sale of the Company's securities through private
placements. In January and February 1996, the Company raised approximately
$20.6 million of net proceeds by completing a private placement of Series A
Convertible Preferred Stock. In June 1996, the Company raised approximately $5
million of net proceeds by completing a private placement of 500,000 shares of
common stock. In February 1999, the Company raised approximately $8.2 million
of net proceeds by completing two separate private placements, one consisting of
shares of Series C Convertible Preferred Stock and a second private placement
consisting of common stock (See Notes 5 and 6 to the unaudited financial
statements of this
8
<PAGE>
quarterly report on Form 10-Q and Notes 8 and 9 of Notes to the Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998). In the future, the Company's ability to meet, and the
level of, its working capital and capital requirements will depend on numerous
factors, including the progress of the Company's research and development
activities, the level of resources that the Company devotes to the
developmental, clinical, and regulatory aspects of its products, and the extent
to which the Company enters into collaborative relationships with pharmaceutical
and biotechnology companies, as to which there can be no assurance.
At March 31, 1999, the Company had available cash, cash equivalents and short
term investments of approximately $14.7 million and working capital of
approximately $13.2 million. The Company believes that the level of financial
resources available at March 31, 1999 will provide sufficient working capital to
meet its anticipated expenditures for more than the next twelve months. The
Company may raise additional capital in the future through collaboration
agreements with other pharmaceutical or biotechnology companies, debt financings
and equity offerings. There can be no assurance, however, that the Company will
be successful in such efforts or that additional funds will be available on
acceptable terms, if at all.
Year 2000 Readiness Disclosure
The Company has initiated planning for issues related to the upcoming new
millenium. 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."
The Company's plan to address these issues and to enhance the Company's
readiness for the Year 2000 is primarily focused on (1) network and facility
infrastructure, (2) business applications and software, and (3) external
partners. Within each area, the Year 2000 program will involve (a) the
identification of systems that may be susceptible to Year 2000 issues, (b) the
assessment of the degree of readiness of those systems for the Year 2000 and an
assessment of the risks to the Company's business, (c) the remediation of
problems that are identified, and (d) contingency planning.
The Company's network and facility infrastructure, located at its Boston
headquarters, includes personal computers and other network equipment, together
with general facility systems such as telephone and security systems. The
Company expects that the identification and assessment phases will be completed
during the second half of 1999, at which time remediation and contingency
planning will be initiated as appropriate. The Company primarily operates its
business applications software using the Microsoft Office suite of products. For
many software applications, the Company will, in the assessment phase, rely on
the software developer's representations regarding Year 2000 compliance of their
software. There can be no assurance, however, that software applications
represented by developers as being Year 2000 compliant will be free from Year
2000 errors and defects.
The Company intends to assess the possible effects on its operations of the
Year 2000 compliance of certain relevant third parties, primarily its service
providers by requesting confirmation from such parties regarding their Year 2000
readiness and, if required, site visits and interviews to solicit information
from these parties. In the event the Company identifies a problem with respect
to a particular vendor, then the Company may be forced to identify alternative
sources of supply or services. However, the Company's ability to seek
alternative sources of supply is subject to FDA restrictions and may involve
extensive validation processes. The failure to timely identify and validate an
alternative supplier could have a material adverse effect on the Company's
business, financial condition and results of operations.
The Company does not expect to incur costs in its Year 2000 program that will
be material to its business, financial condition or results of operations.
However, until the Company completes the identification and assessment phases of
its program, the full extent of the remediation costs will not be known and
there can be no assurance that such costs will not be material. The Company will
utilize both internal and external resources, such as consultants and
professional advisors, in implementing the Year 2000 program and the Company
currently estimates that the external resources required during the
9
<PAGE>
identification and assessment phases of the Year 2000 program will not cost more
than approximately $15,000. Because the Year 2000 program is an ongoing process,
all cost estimates are subject to change. Specific contingency plans will be
developed upon completion of the assessment phases.
Although the Company intends to complete all phases of its Year 2000 program
by December 31, 1999, there can be no assurance, even if this program is
successfully completed on schedule, that disruptions in the Company's business
will be avoided. Year 2000 issues are pervasive in nature and involve highly
technical issues, not all of which are under the Company's control. Possible
consequences of Year 2000 issues that the Company is unable to adequately
identify, assess or remediate include but are not limited to: delays in supplies
from vendors, errors in processing transactions and diversion of management time
and effort to addressing difficulties that emerge. The goal of the Company's
Year 2000 program is to plan for and reduce the risk of such difficulties. There
can be no assurance that the Year 2000 program will be completed in a timely
manner or will be successful.
10
<PAGE>
PART II -- OTHER INFORMATION
- ----------------------------
Item 1:Legal Proceedings.
-----------------
None.
Item 2:Changes in Securities.
---------------------
Sales of Unregistered Securities
In February 1999, the Company completed a private placement of 647,668
shares of common stock which raised approximately $2.5 million in gross
proceeds. The investor also received warrants to purchase 97,150 shares
of common stock at a price of $4.81 per share. The Company is obligated
to issue additional shares to the investor if the Company issues common
stock in a capital raising transaction at a price per share less than
that paid by the investor. Certain issuances, including those related to
the exercise of outstanding warrants and options, are not subject to this
provision which expires in October 2002.
In February 1999, the Company completed a private placement of Series C
Convertible Preferred Stock, $.01 par value, ("Series C Stock") which
raised proceeds of approximately $5.7 million, net of approximately $0.5
million of issuance costs. In connection with the financing, the Company
issued (i) 315,416 shares of Series C Stock and (ii) 569,248 warrants to
purchase common stock at $5.06 per share and 21,234 warrants to purchase
common stock at $6.09 per share. In connection with this financing, the
Company paid $372,725 to the placement agent and issued 162,307 warrants
to purchase common stock at $5.06 per share and 54,808 warrants to
purchase common stock at $6.09 per share to the placement agent. Such
issuances were made under Regulation D under the Securities Act of 1933,
as amended in a transaction not involving a public offering.
Each share of the Series C Stock is convertible at any time at the option
of the holder into shares of common stock pursuant to a ratio of five
shares of common stock for each share of Series C Stock. The Series C
Stock provides for a minimum return of 25% whereby the Company may be
required to issue up to one additional share of common stock for each
share of common stock underlying Series C Stock still held by an investor
on the date that is 270 days after the closing, if the market price of
the common stock is below a specified level on such date. However, the
investor's right to receive additional shares terminates if the market
price of the common stock is above a specified level for a certain
period, as defined. The initial conversion price of the Series C Stock
was at a discount to the market price on the date of issuance.
Otherwise, during the quarter ended March 31, 1999, the Company issued,
in transactions qualifying as transactions not involving public offerings
under Section 4(2) of the Securities Act of 1933, as amended (a "private
placement"), 268,009 shares of common stock related to the exercise of
warrants outstanding for which the Company received consideration in the
amount of $542,684. In addition, the Company issued in a private
placement 51,496 shares of common stock related to the exercise of 72,066
warrants, of which 20,570 warrants were surrendered to finance the
exercise price of the warrants. In January 1999, the Company issued
10,000 warrants in a private placement to a scientific advisor.
Item 3:Defaults Upon Senior Securities.
-------------------------------
None.
Item 4:Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None.
11
<PAGE>
Item 5:Other Information.
-----------------
None.
Item 6:Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits included with this filing:
2.1 Amended and Restated Agreement of Merger, dated as of December 29,
1994, by and between the Company and Greenwich Pharmaceuticals
Incorporated (1)
2.2 Amendment No. 1 to Amended and Restated Agreement of Merger, dated
as of April 6, 1995, by and between the Company and Greenwich
Pharmaceuticals Incorporated (4)
3.1 Amended and Restated Certificate of Incorporation, dated March 29,
1996, as amended on June 9, 1997, and by the Certificate of
Designations, Rights and Preferences of Series B Convertible
Preferred Stock filed on February 5, 1999, the Certificate of
Decrease of Series B Convertible Preferred Stock filed on February
18, 1999, and the Certificate of Designations, Rights and
Preferences of Series C Convertible Preferred Stock filed on
February 18, 1999. (8)
3.2 Amended and Restated By Laws, effective as of June 26, 1995 (5)
4.1 Specimen Common Stock Certificate (9)
4.2 Rights Agreement between
the Company and Chemical Trust Group (formerly Manufacturers Hanover
Trust Company) as Rights Agent dated September 26, 1991 (2)
10.1 Form of Indemnity Agreement to be entered into by the Company and
its directors and officers (3)
10.2 Boston Life Sciences, Inc. Amended and Restated Omnibus Stock Option
Plan (6)
10.3 Boston Life Sciences, Inc. Amended and Restated 1990 Non-Employee
Directors' Non Qualified Stock Option Plan (6)
10.4 Boston Life Science Inc. 1998 Omnibus Stock Option Plan (6)
10.5 Purchase Agreement dated February 5, 1999 between the Tail Wind
Fund, Ltd. ("Tail Wind") and the Company. (7)
10.6 The Registration Rights Agreement dated February 5, 1999 between
Tail Wind and the Company. (7)
10.7 Form of Subscription Agreement for Series B Preferred Stock.
(7)
10.8 Form of Exchange Agreement between the Company and Holders of
Series B Preferred Stock (7)
10.9 Supplement to Subscription Agreement for Series B Preferred
Stock. (7)
27.1 Financial Data Schedule (10)
(1) Incorporated by reference to Greenwich's Annual Report on Form
10-K for the year ended December 31, 1994
(2) Incorporated by reference to Greenwich's Current Report on Form
8-K dated September 26, 1991
(3) Incorporated by reference to Greenwich's proxy statement in
connection with its 1987 Annual Meeting of Stockholders
(4) Incorporated by reference to the Registration Statement of
Greenwich Pharmaceuticals Incorporated on Form S-4, Registration
No. 33-91106
(5) Incorporated by reference to BLSI's Annual Report on Form 10-K
for the year ended December 31, 1995
(6) Incorporated by reference to BLSI's proxy statement in connection
with its 1998 Annual Meeting of Stockholders
(7) Incorporated by reference to BLSI's Annual Report on Form 10-K
for the year ended December 31, 1998.
(8) Incorporated by reference to BLSI's Annual Report on Form 10-K/A
for the year ended December 31,1998
(9) Incorporated by reference to BLSI's registration statement on
Form S-3, Registration No. 33-25955
(10) Filed herewith
12
<PAGE>
(b) Reports on Form 8-K: The Registrant filed the following reports on
Form 8-K during the quarter ended March 31, 1999.
Date of Report Item Reported
-------------------------------- -------------
1 Form 8-K filed February 5, 1999 5,7
2 Form 8-K filed February 16, 1999 5,7
3 Form 8-K filed March 15, 1999 5,7
13
<PAGE>
Signature(S)
------------
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: May 17, 1999 /s/ S. David Hillson
--------------------
S. David Hillson
President and Chief Executive Officer
/s/ Joseph Hernon
------------------
Joseph Hernon
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS
AS REPORTED ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-01-1999
<CASH> 5,577,430
<SECURITIES> 9,099,268
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,882,248
<PP&E> 267,413
<DEPRECIATION> 258,496
<TOTAL-ASSETS> 18,667,371
<CURRENT-LIABILITIES> 1,656,269
<BONDS> 0
143,020
6,150,000
<COMMON> 137
<OTHER-SE> 10,717,945
<TOTAL-LIABILITY-AND-EQUITY> 18,667,371
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,208,115
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (128,830)
<INCOME-PRETAX> (2,079,285)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,079,285)
<DISCONTINUED> 0
<EXTRAORDINARY> (4,240,000)<F1>
<CHANGES> 0
<NET-INCOME> (6,319,285)<F1>
<EPS-PRIMARY> (0.15)
<EPS-DILUTED> (0.46)<F1>
<FN>
<F1> Reflects preferred stock preference amounts equal to $4,240,000, and (0.31)
per share.
</FN>
</TABLE>
