<PAGE>
As filed with the Securities and Exchange Commission on June 29, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
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
===============================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered (1)(2) per unit (3) offering price (3) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,383,956 $8.86 $21,121,850 $5,872
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</TABLE>
(1) Shares of Common Stock which may be offered pursuant to this Registration
Statement include 746,000 shares issuable upon the exercise of certain
warrants (the "Warrants").
(2) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
an indeterminate number of additional shares of Common Stock issuable
pursuant to the anti-dilution provisions of the Warrants in the event the
number of outstanding shares of the Company is increased by stock split,
stock dividend and similar transactions.
(3) 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 price of the Common Stock as reported on
the Nasdaq National Market on June 23, 2000.
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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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. We +
+ may not sell these securities or accept an offer to buy these securities +
+ until the registration statement filed with the Security and Exchange +
+ Commission is effective. This prospectus is not an offer to sell these +
+ securities, and we are not soliciting offers to buy these securities in +
+ any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED JUNE 29, 2000
PROSPECTUS
2,383,956 Shares
Boston Life Sciences, Inc.
Common Stock
------------
These shares are being offered for sale by the selling stockholders listed on
page 12.
The common stock is traded on the Nasdaq National Market under the symbol
"BLSI". On June 27, 2000 the reported closing price of the common stock was
$9.00 per share.
------------
An investment in the shares offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page 4 of this prospectus.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
------------
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
SUMMARY.................................................................. 3
RISK FACTORS............................................................. 4
USE OF PROCEEDS.......................................................... 10
ISSUANCE OF COMMON STOCK 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. ("BLSI" or the "Company" or "We") 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 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; and transcription
factors that may control the expression of molecules associated with autoimmune
disease and allergies. 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 (i) utilize our affiliations
and relationships with Harvard University and its affiliated hospitals ("Harvard
and its Affiliates") to license the rights to promising medical discoveries,
(ii) fund the preclinical development of these licensed technologies, and (iii)
enter into corporate partnering arrangements with established pharmaceutical or
biotechnology companies to support the continued development of our technologies
and the marketing of any products as and to the extent 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 have never generated revenues from product sales and we do not currently
expect to generate revenues from product sales for at least the next eighteen
months, and probably longer. There can be no guarantee that we will ever
generate revenues or operating profits, or that if we do generate revenues or
operating profits, that we will be able to continue to do so.
As of March 31, 2000, we have incurred total net losses since inception
of approximately $57 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.
We will likely require additional funding in the future in order to continue
our business and operations as currently conducted. If we 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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<PAGE>
from operations and have funded our operations primarily from equity
financings. If adequate funds are not readily available, we may need to
significantly reduce or even cease one or more of our research or development
programs. Alternatively, to secure such funds, we may be required to enter into
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 licensed
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 cancer, central nervous
system disorders, and autoimmune diseases. 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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<PAGE>
. Our patents may infringe on the patents or rights of other parties which
may decide not to grant a license to us. We may have to change our
products or processes, pay licensing fees or stop certain activities
because of the patent rights of third parties which could cause
additional unexpected costs and delays.
. Patent law in the fields of healthcare and biotechnology is still
evolving. Future changes in patent laws might conflict with our existing
or future patent rights, or the rights of others.
. We also rely on trade secrets and proprietary know-how. We seek to
protect this information primarily through confidentiality agreements
with our collaborators, employees and consultants, but there can be no
guarantee that these agreements will not be breached or that we will have
adequate remedies for such breach.
. If consultants, scientific advisors, or other third parties apply
technological information which they have developed separate from us to
our technologies, there may be disputes as to the ownership of such
information which may not be resolved in our favor.
If we are unable to maintain our key working relationships with Harvard
University and its affiliates, we may not be successful since substantially all
of our current technologies were licensed from, and most of our research and
development activities were performed by, Harvard University and its affiliates.
Most biotechnology and pharmaceutical companies have established internal
research and development programs, including their own facilities and employees
which are under their direct control. By contrast, we have always outsourced
all of our research and development, preclinical and clinical activities.
Specifically, we have been heavily dependent on one such relationship because
substantially all of our technologies were licensed from, and most of our
research and development activities were performed by, Harvard University and
its affiliates. Now that most of our early-stage research at Harvard has
yielded an identified product in each area of research, we have begun and
expect to continue to conduct much of our later stage development work and all
of our formal preclinical and clinical programs outside of Harvard.
Nevertheless, the originating scientists still play important advisory roles.
Universities and other not-for-profit research institutions are becoming
increasingly aware of the commercial value of their findings and are becoming
more active in seeking patent protection and licensing arrangements to collect
royalties for the use of technology that they have developed. Currently, an
important aspect of future new product identification and early development is
likely to depend upon:
. Our ability to obtain and maintain licenses for new technologies from
Harvard and its affiliates; and
. Harvard and its affiliates continuing to perform early-stage research and
development work under sponsored research agreements with us.
There can be no guarantee that we will be able to obtain new technologies
from Harvard and its affiliates or that we can continue to meet our obligations
under existing arrangements.
If we are unable to retain our key personnel and/or recruit additional key
personnel in the future, then we 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.
6
<PAGE>
We currently outsource all our research and development, preclinical and
clinical activities. If we decide to undertake internally the research and
development of any of our technologies, we may need to hire additional key
management and scientific personnel to assist the limited number of employees
that we currently employ. There is significant competition for such personnel
from other companies, research and academic institutions, government entities
and other organizations. If we fail to attract such personnel, it could have a
significant negative effect on our ability to develop our technologies. There
can be no guarantee that we will be successful in hiring or retaining the
personnel that may be required for such activities in the future.
If we are unable to establish, maintain and rely on new collaborative
relationships, then we may not be able to 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 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.
Because the current environment of rapid technological change requires
significant financial, technical and marketing resources to successfully develop
and market products, 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 cancer,
Parkinson's Disease, central nervous system disorders and autoimmune diseases,
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 compete, 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 and warrants outstanding which, when exercised, may cause
dilution to our stockholders.
As of June 1, 2000, options and warrants to purchase approximately 7.2
million shares of our common stock were outstanding at exercise prices ranging
from $0.63-$15.00 per share, including the Class C and Class D warrants issued
to selling stockholders. Many of these previously granted options and warrants
were issued at exercise prices below the current market price of the common
stock. The exercise price of our Class C and Class D warrants issued to the
selling stockholders contain a provision that could decrease the exercise price
of the Class C and Class D warrants, with some limited exceptions. This
provision would reduce the exercise price of the Class C and Class D warrants,
if, on the first anniversary of the transaction, the market price of our common
stock were to be less than the exercise price on such date. The exercise of our
stock options and warrants 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.
The floating exercise prices of certain warrants could motivate the
holders of these instruments to sell our common stock short in the public market
which could negatively affect our stock price
As of June 1, 2000, approximately 2.2 million warrants contain provisions
that could decrease the exercise price of such warrants. These provisions could
motivate the holders of these instruments, including certain selling
stockholders, to sell our common stock short in the public market, which could
negatively effect our stock price.
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.
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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<PAGE>
ISSUANCE OF COMMON STOCK AND WARRANTS
TO SELLING SHAREHOLDERS
The following is a summary description of our issuance of the common stock and
warrants which are exercisable by the selling stockholders for common stock
being offered pursuant to this prospectus.
On June 1, 2000 we issued 1,405,956 shares of common stock and warrants to
purchase a total of 500,000 shares of our common stock to Pictet Global Sector
Fund-Biotech in exchange for $10,000,000. The warrants were issued in two
classes, the first, or "Class C" warrants, are exercisable to purchase 300,000
shares of common stock at an exercise price of $8.00 per share. The second, or
"Class D" warrants, are exercisable to purchase 200,000 shares of common stock
at an exercise price of $10.00 per share. The Class C and Class D warrants are
currently exercisable and expire in May 2005. The Class C and Class D warrants
contain a provision that will decrease the exercise price of the warrants to the
market price (defined as the weighted average sales price per share for the 20
trading days ending on June 1, 2001) if the market price is less than the
exercise price of the warrants. In addition, subject to certain exceptions, the
exercise price of the warrants will also be reduced if the Company issues to all
of the holders of its common stock certain dividends or securities.
In September 1999, the Company finalized an agreement with MTR Technologies,
Inc. ("MTR") under which it acquired an option to acquire the licensing rights
to certain technology covering fusion toxins for the treatment of a wide variety
of solid tumors, as well as multiple sclerosis and allergies. The technology was
invented by scientists at Hadassah Medical School of the Hebrew University in
Jerusalem, and was initially licensed to MTR by Yissum Research Development
Company of the Hebrew University in Jerusalem ("Yissum"). The Company issued
232,000 shares of common stock and 216,000 warrants exercisable to purchase the
Company's common stock at an exercise price of $4.25 per share as consideration
for the option. The warrants are currently exercisable and expire in September
2004. In addition, subject to certain exceptions, the exercise price of the
warrants will be reduced if the Company issues to the holders of its common
stock certain dividends.
In January 2000, the Company entered into an advisory agreement with The
Trout Group, LLC ("Trout Group"). Under the terms of the agreement, the Company
issued warrants to purchase 30,000 shares of common stock, 10,000 of which are
exercisable in October 2000 and 20,000 of which are exercisable in January 2001,
at an exercise price of $5.00 per share as partial compensation for the services
to be provided by the Trout Group. The 20,000 warrants which are exercisable in
January 2001 can only be exercised when the market price of the Company's
common stock is equal to or higher than $8.50. The warrants expire in January
2003. In addition, subject to certain exceptions, the exercise price of the
warrants will be reduced if the Company issues to the holders of its common
stock certain dividends.
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
represents our bona fide estimate of the number of shares issuable upon exercise
of the warrants. 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 warrants exercise their warrants, (2) the
exercise price of the warrants at the time of exercise of the warrants.
The table below sets forth information regarding ownership of our common
stock by the selling stockholders and the number of shares that may be sold by
them under this prospectus. The number of shares set forth in the table as being
held by the selling stockholders includes the number of shares of common stock
that are issuable upon exercise of the warrants described above as of June
1, 2000. 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. The
percentage of ownership shown in the table is based on 20,395,537 shares of
common stock issued and outstanding on June 1, 2000. The number of shares owned
by the selling stockholders is determined by rules promulgated by the SEC and is
not necessarily indicative of ownership for any other purpose. None of the
selling stockholders 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
-------------------------------------------------------------------------------------------------------------------------
Shares of Shares of Percent of Number of
Name of Selling Common Common Stock Common Shares of Percent of
Shareholder Stock Offered Hereby Stock Common Stock Common Stock
----------------------------------- ------------- ------------------ ----------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Pictet Global Sector Fund-Biotech 1,905,956(1) 1,905,956 9.3 0 *
MTR Technology Inc. 448,000(2) 448,000 2.2 0 *
The Trout Group, LLC 30,000(3) 30,000 * 0 *
</TABLE>
* Less than one percent.
(1) Includes 300,000 shares issuable upon the exercise of Class C warrants, and
200,000 shares issuable upon the exercise of Class D warrants.
(2) Includes 216,000 shares issuable upon the exercise of certain warrants.
(3) Represents 30,000 shares issuable upon the exercise of certain warrants.
12
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may sell the common stock being offered by the
prospectus directly to other purchasers, or to or through dealers or agents. To
the extent required, a prospectus supplement with respect to the common stock
will set forth the terms of the offering of the common stock, including the
name(s) of any dealer or agents, the number of shares of common stock to be
sold, the price of the common stock, any underwriting discount or other items
constituting underwriters' compensation.
The common stock offered hereby may be sold from time to time directly by
the selling shareholders or, alternatively, through broker-dealers or agents.
Such common stock may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions) (1) on any
national securities exchange for quotation services on which the common stock
may be listed or quoted at the time of sale, (2) in the over-the-counter market,
(3) in transactions other than on such exchanges or services or in the
over-the-counter market, or (4) through the writing of options. In connection
with sales of the common stock, the selling shareholders may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of
such common stock in the course of hedging the positions they assume. The
selling shareholders may also sell the common stock offered hereby short and
deliver such common stock to close out such short positions, or loan or pledge
such common stock to broker-dealers that in turn may sell such securities. Some
of the common stock offered hereby also may be sold pursuant to Rule 144 under
the Securities Act of 1933.
The selling shareholders and any such brokers, dealers or agents may be
deemed "underwriters" as that term is defined by the Securities Act of 1933.
If a dealer is used in the sale of any common stock where this prospectus
is delivered, the selling shareholders may sell such common stock to the public
at varying prices to be determined by such dealer and at the time of resale. To
the extent required, the name of the dealer and the terms of the transaction
will be set forth in the related prospectus supplement.
In connection with the sale of common stock, dealers or agents may receive
compensation from the selling shareholders or from purchasers of such common
stock for whom they may act as agents in the form of discounts, concessions, or
commissions. Agents and dealers participating in the distribution of the common
stock may be deemed to be underwriters, and any compensation received by them
and any profit on the resale of common stock by them may be deemed to be
underwriting discounts or commissions under the Securities Act of 1933.
Pursuant to the Registration Rights Agreements entered into among us and
the selling shareholders, we have agreed to pay all costs and expenses
associated with the registration of the shares of common stock to be sold
pursuant to this prospectus under the Securities Act. In addition, the selling
shareholders may be entitled to indemnification against certain liabilities
pursuant to the Registration Rights Agreements.
13
<PAGE>
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 40,000,000 shares of common stock and 1,000,000
shares of preferred stock, each with a par value $.0l per share. As of June 1,
2000, the Company has 20,395,537 shares of common stock and no shares of
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 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 are 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) to acquire
additional 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
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 1999
have been so incorporated 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 National 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 for the fiscal year ended December 31,
1999.
(b) Quarterly Report on Form 10-Q for the period ended March 31, 2000.
(c) Our Definitive Proxy Statement dated May 1, 2000 for the Company's
2000 Annual Meeting of Stockholders.
(d) Current Reports on Form 8-K dated January 11, 2000, January 21, 2000,
February 1, 2000, May 9, 2000, and June 1, 2000.
(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.
2,383,956 Shares of
Common Stock
----------------
PROSPECTUS
----------------
, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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. All of the amount's shown are estimates except for the fee payable
to the Securities and Exchange Commission.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee..................... $ 5,872
Printing expenses................................................. 2,000
Legal, accounting and other professional services................. 12,500
Miscellaneous..................................................... 3,000
-------
Total........................................................... $23,372
=======
</TABLE>
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
the 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 Common Stock Purchase Warrant received by Pictet Global
Sector Fund - Biotech (2)
4.3 Form of Common Stock Purchase Warrant received by MTR and the
Trout Group (3)
5 Opinion of Ropes & Gray (3)
10.1 Securities Purchase Agreement dated June 1, 2000 between the
Pictet Global Sector Fund - Biotech and the Company. (2)
10.2 Registration Rights Agreement dated June 1, 2000 between the
Pictet Global Sector Fund - Biotech 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 dated June 1, 2000.
(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 June 29,
2000.
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 June 29, 2000
______________________________________ Executive Officer and
S. David Hillson, Esq. Director (Principal
Executive Officer)
/s/ Marc E. Lanser Director, Executive Vice June 29, 2000
______________________________________ President and Chief
Marc E. Lanser, M.D. Scientific Officer
/s/ Joseph P. Hernon Executive Vice President, June 29, 2000
______________________________________ Chief Financial Officer
Joseph P. Hernon, CPA and Secretary (Principal
Financial and Accounting
Officer)
/s/ Colin B. Bier Director June 29, 2000
______________________________________
Colin B. Bier, Ph.D.
/s/ Scott Weisman Director June 29, 2000
______________________________________
Scott Weisman, Esq.
/s/ Robert Langer Director June 29, 2000
______________________________________
Robert Langer, Sc.D.
/s/ Ira W. Lieberman Director June 29, 2000
______________________________________
Ira W. Lieberman Ph.D.
/s/ E. Christopher Palmer Director June 29, 2000
______________________________________
E. Christopher Palmer, CPA
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------ --------------------------------
4.1 Specimen Common Stock Certificate. (1)
4.2 Form of Common Stock Purchase Warrant received by Pictet Global
Sector Fund - Biotech (2)
4.3 Form of Common Stock Purchase Warrant received by MTR and the
Trout Group. (3)
5 Opinion of Ropes & Gray (3)
10.1 Securities Purchase Agreement dated June 1, 2000 between the
Pictet Global Sector Fund - Biotech and the Company. (2)
10.2 Registration Rights Agreement dated June 1, 2000 between the
Pictet Global Sector Fund - Biotech 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 dated June 1, 2000.
(3) Filed herewith.
II-6
