BOSTON LIFE SCIENCES INC /DE, S-3, 1999-10-15

BOSTON LIFE SCIENCES INC /DE
S-3, 1999-10-15
PHARMACEUTICAL PREPARATIONS

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As filed with the Securities and Exchange Commission on October 15, 1999
Registration No.
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SECURITIES AND EXCHANGE COMMISSION

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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BOSTON LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware 87-0277826
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

137 Newbury Street
8th Floor
Boston, Massachusetts 02116
(617) 425-0200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

S. David Hillson
President and Chief Executive Officer
Boston Life Sciences, Inc.
137 Newbury Street
8th Floor
Boston, Massachusetts 02116
(617) 425-0200
(Name, address, including zip code, and telephone number, Including area code,
of agent for service)

Copies to:
Steven A. Wilcox
Ropes & Gray
One International Place
Boston, MA 02110-2624
(617) 951-7000

Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement is declared effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b). under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration fee
securities to be registered registered (1) per unit(2) offering price(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value........ 4,456,572 (2) $17,131,063 $4,762
====================================================================================================================================
</TABLE>

(1) The shares of common stock which may be offered by selling stockholders
pursuant to this registration statement consist of 1,828,572 shares issuable
upon the conversion of $8,000,000 aggregate principal amount of convertible
debentures, 1,164,000 shares issuable upon the exercise of Class A warrants,
864,000 shares issuable upon the exercise of Class B warrants, and up to
600,000 shares issuable as interest payments on the convertible debentures. For
the purposes of determining the number of shares of common stock to be included
in this registration statement, the company calculated 120% of the number of
shares of common stock issuable upon conversion of the debentures, exercise of
the warrants, and payment of interest on the convertible debentures (based on an
assumed conversion price for the debentures of $5.25, exercise price for the
Class A warrants of $5.75 and Class B Warrants of $8.25 and a market value of
the common stock on the Nasdaq SmallCap Market as of October 8, 1999 of
$3.844). In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon conversion
of the debentures and exercise of the warrants, as this amount may be adjusted
as a result of stock splits, stock dividends and similar transactions in
accordance with Rule 416.

(2) In accordance with Rule 457 (c), the price shown is estimated solely for the
purposes of calculating the registration fee and is based upon the average of
the reported high and low sales prices of the Common Stock as reported on the
Nasdaq SmallCap Market on October 8, 1999, which was $3.844.
----------------

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. We +
+ may sell these securities until the registration statement filed with the +
+ Securities and Exchange Commission is effective. This prospectus is not an +
+ offer to buy these securities in any State where the offer or sale is not +
+ permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION DATED OCTOBER 15, 1999

PROSPECTUS

4,456,572 Shares

Boston Life Sciences, Inc.

Common Stock

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These shares are being offered for sale by the selling stockholders listed on
page 12. The selling stockholders may sell the common stock at prices and on
terms determined by the market, in negotiated transactions or through
underwriters. The selling stockholders may also sell the common stock under Rule
144 of the Securities Act of 1933.

The common stock is traded on the Nasdaq SmallCap Market under the symbol
"BLSI". On October 12, 1999, the reported closing price of the common stock was
$3 31/32 per share.

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An investment in the shares offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page 4 of this prospectus.

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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.

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The date of this prospectus is October __, 1999.
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TABLE OF CONTENTS

Page
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SUMMARY.................................................................. 3
RISK FACTORS............................................................. 4
USE OF PROCEEDS.......................................................... 10
ISSUANCE OF CONVERTIBLE DEBENTUERS AND WARRANTS TO SELLING SHAREHOLDERS.. 11
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

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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. Products awaiting FDA review, in
clinical trials or in preclinical development by BLSI include Therafectin(R) for
the treatment of Rheumatoid Arthritis; Troponin I, an anti-angiogenic factor for
the treatment of solid tumor metastases; Altropane(TM), a radioimaging agent for
the diagnosis of Parkinson's Disease and Attention Deficit Hyperactivity
Disorder (ADHD); AF-1 for the potential treatment of stroke and spinal cord
injury; fusion toxins for the treatment of adenocarcinomas, allergies, and
multiple sclerosis and transcription factors that may control the expression of
molecules associated with autoimmune disease and allergies. Therafectin 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. Our principal executive offices are
located at 137 Newbury Street, 8th Floor, 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.

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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 September 30, 1999, we have incurred total net losses since inception
of approximately $45 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

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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.

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. 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 any 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.

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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 sucessfully 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;

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. 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
affected 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.

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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 September 30, 1999, we had granted stock options and warrants to
purchase approximately 6.5 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 September 30, 1999, we also had 5,233 and 223,263 shares of Series A
and Series C Convertible preferred stock outstanding, respectively, which are
currently convertible into 91,775 and 1,116,315 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:

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.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.

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ISSUANCE OF CONVERTIBLE DEBENTURES AND WARRANTS
TO SELLING SHAREHOLDERS

The following is a summary description of our issuance of the convertible
debentures and warrants which are convertible or exercisable by the selling
stockholders for common stock being offered pursuant to this prospectus.

On September 22, 1999 we issued an aggregate of $8,000,000 in 8%
convertible debentures due September 2003 and warrants to purchase a total of
1,690,000 shares of our common stock to the selling stockholders. The
debentures accrue interest at 8% per annum, payable semi-annually, and are
convertible by the holders into common stock at a conversion price of $5.25 per
share, subject to certain anti-dilution adjustments. We may elect to pay
interest accrued on the convertible debentures in shares of common stock,
subject to certain limitations. The warrants were issued in two classes, the
first, or "Class A" warrants, are exercisable to purchase 970,000 shares of
common stock at an exercise price of $5.75 per share. The second, or "Class B"
warrants, are exercisable to purchase 720,000 shares of common stock at an
exercise price of $8.25 per share. The exercise price of both sets of warrants
are also subject to anti-dilution adjustments.

Among the anti-dilution adjustments in the conversion price of the
debentures and the exercise price of the warrants issued to the selling
stockholders is an adjustment for stock issuances made at a price below the
conversion price of the convertible debentures or exercise price of the
warrants, except in certain circumstances. In addition, there would be a
reduction of the conversion price of the debentures and the exercise price of
the warrants, subject to certain floors and other limitations, on each of the
first and second anniversaries of the transaction if the market price of our
common stock were to be less than the conversion or exercise price on such
dates.

We will also have the right to require the purchasers to mandatorily
convert some or all of the outstanding amount of the debentures into common
stock if the market price of the common stock reaches certain price thresholds,
ranging from $6.00 to $9.25, for a specified number of trading days.

SELLING STOCKHOLDERS

The number of shares registered in the registration statement of which this
prospectus is a part and the number of shares offered in this prospectus have
been determined by agreement between us and the selling stockholders. The
number of shares that will ultimately be issued to the selling stockholders
cannot be determined at this time because it depends on (1) whether the holders
of the convertible debentures elect to convert the convertible debentures into
shares of common stock, (2) whether we elect to require the conversion of the
convertible debentures upon the market price of the common stock meeting various
price thresholds, (3) whether the holders of the warrants exercise their
warrants, (4) the conversion price of the convertible debentures and the
exercise price of the warrants at the time of conversion of the convertible
debentures and exercise of the warrants, (5) whether we elect to pay accrued
interest on the convertible debentures in the form of common stock, and (6) the
market price of our common stock at the time we make any interest payments on
the convertible debentures.

The table below sets forth information regarding ownership of our common
stock by the selling stockholders on October 12, 1999 and the number of shares
that may be sold by them under this prospectus. The number of shares set forth
in the table includes 120% of the number of shares of common stock issuable as
of October 12, 1999 upon conversion of the 8% convertible debentures and
exercise of the Class A and Class B warrants. The actual number of shares of
common stock issuable upon conversion of the convertible debentures, exercise of
the warrants and payment of interest is indeterminable, however, and could be
materially more or less than the amount listed on the table due to the existence
or absence of conversion and exercise price adjustments, and, in the case of
interest payments, changes to the market price of our common stock. As of
October 12, 1999, the $8,000,000 of the convertible debentures were convertible
at a conversion price of $5.25 per share into 1,523,810 shares of common stock.
Also as of October 12, 1999, the Class A warrants were exercisable for 970,000
shares of common stock and the Class B warrants were exercisable for 720,000
shares of common stock. Because the selling stockholders may offer all or some
portion of the common stock listed in the table pursuant to this prospectus or
otherwise, no estimate can be given as to the amount or percentage of common
stock that will be held by the selling stockholders upon termination of the
offering. The selling stockholders may sell all, part, or none of the shares
listed. None of the selling shareholders has had any position, office or other
material relationship with BLSI, other than as a security holder, during the
past three years.

11
<PAGE>

<TABLE>
<CAPTION>
Securities Owned Prior Securities Owned
to Offering After Offering (1)
- -------------------------------------------------------------------------------------------------------------------------
Shares of Shares of Percent of Number of
Name of Selling Common Common Stock Common Shares of Percent of
Shareholder Stock Offered Hereby Stock (1) Common Stock Common Stock
- ----------------------------------- ------------- ------------------ ----------- -------------- --------------

<S> <C> <C> <C> <C> <C>
Brown Simpson Strategic Growth 3,565,258 (2) 3,565,258 18.9 0 *
Fund, Ltd.
Brown Simpson Strategic Growth 891,314 (3) 891,314 5.5 0 *
Fund, L.P.
</TABLE>
* Less than one percent.

(1) Except as otherwise indicated, the number of shares beneficially owned is
determined by rules promulgated by the SEC and the information is not
necessarily indicative of beneficial ownership for any other purpose. The
percentage of beneficial ownership is based on 15,277,288 shares of common
stock issued and outstanding on October 12, 1999.

(2) Includes 1,462,858 shares issuable upon conversion of $6,400,000 of
convertible debentures, plus 931,020 shares issuable upon the exercise of
Class A warrants, 691,200 shares issuable upon the exercise of Class B
warrants and 480,000 shares that may be issued upon payment of interest on
the convertible debentures, assuming such debentures remain outstanding in
full until the maturity date and all interest payments are made in common
stock by BLSI. The number of shares issuable upon conversion of the
convertible debentures and exercise of the warrants represents 120% of the
number of shares that would be issuable upon such conversion or exercise on
October 12, 1999. The entity is an investment fund managed by Brown Simpson
Asset Management, LLC. Does not include shares issuable to Brown Simpson
Strategic Growth Fund, L.P. discussed in note (3) below.

(3) Includes 365,714 shares issuable upon conversion of $1,600,000 of
conversion debentures, plus 232,800 shares issuable upon the exercise of
Class A warrants, 172,800 shares issuable upon the exercise of Class B
warrants and 120,000 shares that may be issued upon payment of interest on
the convertible debentures, assuming such debentures remain outstanding in
full until the maturity date and all interest payments are made in common
stock by BLSI. The number of shares issuable upon conversion of the
convertible debentures and exercise of the warrants represents 120% of the
number of shares the would be issuable upon such conversion or exercise on
October 12, 1999. This entity is an investment fund managed by Brown
Simpson Asset Management, LLC. Does not include shares issuable to Brown
Simpson Strategic Growth Fund, L.P. discussed in Note (2) above.

12
<PAGE>

PLAN OF DISTRIBUTION

BLSI is registering the shares of common stock on behalf of the selling
stockholders. The selling stockholders will act independently of BLSI in
making decisions with respect to the timing, manner and size of each sale. All
costs, expenses and fees in connection with the registration of the shares
offered by this prospectus will be borne by BLSI, other than brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares which will be borne by the selling stockholders. Sales of shares may be
effected by selling stockholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq SmallCap
Market, in the over-the-counter market, in negotiated transactions, through put
or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers. However, the selling stockholders have agreed with
BLSI not to, directly or indirectly through one or more intermediaries, engage
in any short sales of common stock unless they convert the convertible
debentures into common stock within seven trading days of such short sale in an
amount that is sufficient to cover the short sale. The selling stockholders
have advised BLSI that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their securities, nor is there an underwriter or coordinated broker acting in
connection with the proposed sale of shares by the selling stockholders.

Subject to the restrictions noted above, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions and subject to the restrictions noted
above, broker-dealers or other financial institutions may engage in short sales
of the shares or of securities convertible into or exchangeable for the shares
in the course of hedging positions they assume with selling stockholders. The
selling stockholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealers or other financial institutions of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as amended or supplemented to reflect such
transaction).

The selling stockholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).

The selling stockholders and any broker-dealers that act in connection with
the sale of shares are "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by such broker-dealers or any
profit on the resale of the shares sold by them while acting as principals might
be deemed to be underwriting discounts or commissions under the Securities Act.
The selling stockholders may agree to indemnify any agent, dealer or broker-
dealer that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act.

Because selling stockholders are "underwriters" within the meaning of
Section 2(11) of the Securities Act, the selling stockholders will be subject to
the prospectus delivery requirements of the Securities Act. We have informed the
selling stockholders that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act may apply to their sales in the market.

Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.

Upon BLSI being notified by a selling stockholder that any material
arrangement has been entered into 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, 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 initial 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 this
prospectus; and

. other facts material to the transactions.

We have agreed to indemnify the selling stockholders in certain
circumstances against some liabilities, including liabilities that could arise
under the Securities Act. The selling stockholders have 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.

We have agreed to maintain the effectiveness of this registration
statement until the earlier of the sale of all the shares offered by this
prospectus or the date that each holder of such shares can sell all of the
shares it holds in any three-month period in compliance with Rule 144
promulgated under the Securities Act, but in no event for more than five years
following the effectiveness of the registration statement of which this
prospectus is a part. No sales may be made pursuant to this prospectus after
the expiration date unless we amend or supplement this prospectus to indicate
that we have agreed to extend the period of effectiveness. The selling
stockholders may sell all, some or none of the shares offered by this
prospectus.

13
<PAGE>

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.

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 137 Newbury Street, 8th Floor,
Boston, Massachusetts, and the telephone number is (617) 425-0200.

14
<PAGE>

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

BLSI is authorized to issue 30,000,000 shares of common stock and 1,000,000
shares of preferred stock, each with a par value $.0l per share. As of October
12, 1999, the Company has 15,277,288 shares of common stock and 196,121 shares
of Series C and 5,233 shares of Series A preferred stock issued and outstanding.
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
BLSI, 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 BLSI. 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 BLSI by Ropes & Gray, Boston, Massachusetts.

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.

15
<PAGE>

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 BLSI 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, file 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 Reports on Form 10-Q for the periods ended March 31, 1999 and
June 30, 1999.

(d) Current Reports on Form 8-K filed January 26, 1999, February 5, 1999,
February 16, 1999, March 15, 1999, July 7, 1999, August 6, 1999, August 20
1999, September 23, 1999 and September 27, 1999.

(e) The description of our common stock 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 that 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

16
<PAGE>

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, 137 Newbury Street, 8th
Floor, Boston, Massachusetts 02116, telephone number (617) 425-0200.

17
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

4,456,572 Shares of
Common Stock

----------------

PROSPECTUS

----------------

October __, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses of the sale
and distribution of the securities being registered, all of which are being
borne by us.

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee..................... $ 5,000
Printing expenses................................................. 2,000
Legal, accounting and other professional services................. 25,000
Miscellaneous..................................................... 3,000
-------
Total........................................................... $35,000
=======
</TABLE>

All of the amounts shown are estimates except for the fee payable to the
Securities and Exchange Commission.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware General Corporation Law authorizes us to grant indemnities to
directors and officers in terms sufficiently broad to permit indemnification of
such persons under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
In addition, we have obtained Directors' and Officers' Liability Insurance,
which insures its officers and directors against certain liabilities such
persons may incur in their capacities as our officers or directors.

Article 6 of the our certificate of incorporation provides as follows:

SIXTH: No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law
hereafter is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director of
Corporation existing at the time of such repeal or modification.

Article VI of the our by-laws provides in relevant part as follows:

Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalents, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

II-1
<PAGE>

Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

ITEM 16. EXHIBITS

The following is a list of exhibits filed as part of this registration
statement.

EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
4.1 Specimen Common Stock Certificate. (1)

4.2 Form of Debenture Agreement dated September 22, 1999 between the Brown
Simpson Strategic Growth Fund, Ltd. and the Brown Simpson Strategic
Growth Fund, L.P. and the Company. (2)

4.3 Form of Class A Common Stock Purchase Warrant received by the Brown
Simpson Strategic Growth Fund, Ltd. and the Brown Simpson Strategic
Growth Fund, L.P. (2)
4.4 Form of Class B Common Stock Purchase Warrant received by the Brown
Simpson Strategic Growth Fund, Ltd. and the Brown Simpson Strategic
Growth Fund, L.P. (2)
5 Opinion of Ropes & Gray (3)
10.1 Securities Purchase Agreement dated September 22, 1999 between the
Brown Simpson Strategic Growth Fund, Ltd. and the Brown Simpson
Strategic Growth Fund, L.P. and the Company. (2)
10.2 Registration Rights Agreement dated September 22, 1999 between the
Brown Simpson Strategic Growth Fund, Ltd. and the Brown Simpson
Strategic Growth Fund, L.P. and the Company (2)
23.1 Consent of Ropes & Gray (included in its opinion filed as Exhibit 5
hereto)
23.2 Consent of PricewaterhouseCoopers LLP (3)
24 Power of Attorney (included on signature pages to this registration
statement)
______________
(1) Incorporated by reference to Boston Life Sciences, Inc.'s Registration
Statement on Form S-3 filed with the Securities and Exchange Commission,
Registration No. 33-25955.
(2) Incorporated by reference to Boston Life Sciences, Inc.'s Report on Form 8-
K filed September 27, 1999.
(3) Filed herewith.

II-2

<PAGE>

ITEM 17. UNDERTAKINGS

A. Rule 415 Offering

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sale; are being made,
a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be, included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

B. Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

C. Request for Acceleration of Effective Date

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the

II-3
<PAGE>

securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on October 15
1999.

Boston Life Sciences, Inc.

/s/ S. David Hillson
By: _________________________________
S. David Hillson
President and Chief Executive
Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of Boston Life Sciences, Inc., do
hereby constitute and appoint each of S. David Hillson and Joseph P. Hernon each
with full power of substitution, our true and lawful attorney-in-fact and agent
to do any and all acts and things in our names and in our behalf in our
capacities stated below, which acts and things either of them may deem necessary
or advisable to enable Boston Life Sciences, Inc. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for any or all of us in our names, in the capacities stated below, any and
all amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that they shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ S. David Hillson President, Chairman and Chief October 15, 1999
______________________________________ Executive Officer and
S. David Hillson Director (Principal
Executive Officer)

/s/ Marc E. Lanser* Director, Executive Vice October 15, 1999
______________________________________ President and Chief
Marc E. Lanser, M.D. Scientific Officer

/s/ Joseph P. Hernon Vice President and Chief October 15, 1999
______________________________________ Financial Officer
Joseph P. Hernon (Principal Financial and
Accounting Officer)

/s/ Colin B. Bier* Director October 15, 1999
______________________________________
Colin B. Bier, Ph.D.

/s/ Edson D. De Castro* Director October 15, 1999
______________________________________
Edson D. de Castro

/s/ Adrian M. Gerber* Director October 15, 1999
______________________________________
Adrian M. Gerber

/s/ Ira W. Lieberman* Director October 15, 1999
______________________________________
Ira W. Lieberman Ph.D.

/s/ E. Christopher Palmer* Director October 15, 1999
______________________________________
E. Christopher Palmer, CPA

* By: /s/ Joseph P. Hernon October 15, 1999
----------------------------------
Joseph P. Hernon

Pursuant to Power of Attorney above
</TABLE>

II-5

<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
4.1 Specimen Common Stock Certificate. (1)

4.2 Form of Debenture Agreement dated September 22, 1999 between the Brown
Simpson Strategic Growth Fund, Ltd. and the Brown Simpson Strategic
Growth Fund, L.P. and the Company. (2)

II-6

<PAGE>

EXHIBIT 5

[ROPES & GRAY LETTERHEAD]

October 14, 1999

Boston Life Sciences, Inc.
137 Newbury Street
Boston, Massachusetts 02116

Re: Boston Life Sciences Inc.

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration
statement on Form S-3 (the "Registration Statement"), filed today with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 4,456,572 shares of Common Stock, $.01 par value (the
"Shares"), of Boston Life Sciences, Inc., a Delaware corporation (the "Company")
issuable upon conversion of $8,000,000 principal amount of 8% Convertible
Debentures due 2003 (the "Debentures"), the exercise of Class A Warrants to
purchase 970,000 shares of the Company's Common Stock and Class B Warrants to
purchase 720,000 shares of the Company's Common Stock (together, the "Warrants")
and as payment of interest on the Debentures. The Shares issuable upon exercise
of the Warrants are referred to herein as the "Warrant Shares". The Company
originally sold the Debentures and the Warrants pursuant to a Securities
Purchase Agreement dated September 22, 1999 between the Company and Brown
Simpson Strategic Growth Fund, Ltd. and Brown Simpson Strategic Growth Fund,
L.P. The Shares are being registered to permit the secondary trading of such
Shares by the holders thereof from time to time after the effective date of the
Registration Statement.

We have acted as counsel for the Company in connection with its issuance
and sale of the Debentures and the Warrants and the preparation of the
Registration Statement. For purposes of this opinion, we have examined and
relied upon such documents, records, certificates and other instruments as we
have deemed necessary.

We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts and the corporate laws of the State of Delaware.

Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares have been issued and, in the case of the
Warrant Shares, when the Company has received the consideration in accordance
with the terms of Warrants, the Shares will be validly issued, fully paid and
non-assessable.

We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters".

It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

Very truly yours,

/s/ Ropes & Gray
----------------
Ropes & Gray

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 11, 1999 relating to the
consolidated financial statements, which appears in Boston Life Sciences, Inc.'s
Annual Report on Form 10-K/A for the year ended December 31, 1998. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 13, 1999