<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
-------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to __________________
Commission File Number 0-6533
------
BOSTON LIFE SCIENCES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0277826
------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
137 Newbury Street, 8th Floor, Boston, Massachusetts 02116
---------------------------------------------------- ---------------------
(Address of principal executive offices) (Zip code)
(617) 425-0200
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(X) Yes ( ) No
As of August 3, 2000 there were 20,572,837 shares of Common Stock outstanding.
<PAGE>
BOSTON LIFE SCIENCES, INC.
INDEX TO FORM 10-Q
Page (s)
--------
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
<TABLE>
<CAPTION>
<S> <C>
Consolidated Balance Sheets as of June 30, 2000 1
and December 31, 1999
Consolidated Statements of Operations for the three and 2
six months ended June 30, 2000 and 1999, and for the
period from inception (October 16, 1992) to June 30, 2000
Consolidated Statements of Cash Flows for the six months 3
ended June 30, 2000 and 1999, and for the period from
inception (October 16, 1992) to June 30, 2000
Notes to Consolidated Financial Statements 4 - 6
Item 2 - Management's Discussion and Analysis of Financial 7 - 10
Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 10
Part II - Other Information
Item 1 - Legal Proceedings 11
Item 2 - Changes in Securities 11
Item 3 - Defaults Upon Senior Securities 11
Item 4 - Submission of Matters to a Vote of Security Holders 11 - 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
<PAGE>
Part I - Financial Information
Item 1 - Financial Statements
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<S> <C> <C>
June 30, December 31,
2000 1999
--------------------- ---------------------
Assets
Current assets:
Cash and cash equivalents $ 4,628,538 $ 260,134
Short-term investments 17,781,978 14,690,308
Other current assets 414,892 599,943
--------------------- ---------------------
Total current assets 22,825,408 15,550,385
Fixed assets, net 48,144 10,796
Other assets 191,600 511,031
--------------------- ---------------------
Total assets $ 23,065,152 $ 16,072,212
===================== =====================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,484,965 $ 1,803,667
8% convertible redeemable debentures - 4,647,192
Series C convertible redeemable preferred stock, $.01 par value;
475,000 shares authorized; 53,669 shares issued and outstanding at
December 31, 1999 - 1,046,546
Stockholders' equity:
Series A convertible preferred stock, $.01 par value; 15,000 shares
authorized; 4,983 shares issued and outstanding at December 31,
1999 - 50
Common stock, $.01 par value; 40,000,000 shares authorized;
20,422,537 and 16,280,473 shares issued and outstanding at June
30, 2000 and December 31, 1999, respectively 204,225 162,805
Additional paid-in capital 82,195,293 63,093,089
Accumulated other comprehensive loss (412,002) (553,157)
Deficit accumulated during development stage (60,407,329) (54,127,980)
--------------------- ---------------------
Total stockholders' equity 21,580,187 8,574,807
--------------------- ---------------------
Total liabilities and stockholders' equity $ 23,065,152 $ 16,072,212
===================== =====================
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
1
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception
(October 16,
Three Months Ended Six Months Ended 1992) TO
June 30, June 30, June 30,
2000 1999 2000 1999 2000
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ 900,000
Operating expenses:
Licensing fees 100,000 - 200,000 - 933,683
Research and development 2,570,726 745,330 4,421,975 1,678,793 26,959,410
Therafectin related - 503,937 - 1,081,621 8,781,458
General and administrative 906,730 622,558 1,672,834 1,319,025 14,589,503
Purchased in-process research and
development - - - - 12,146,544
------------------------------------------------------------------------
Total operating expenses 3,577,456 1,871,825 6,294,809 4,079,439 63,410,598
------------------------------------------------------------------------
Loss from operations (3,577,456) (1,871,825) (6,294,809) (4,079,439) (62,510,598)
Interest expense - - (344,870) - (2,252,457)
Interest income 249,257 235,783 360,330 364,612 4,355,726
------------------------------------------------------------------------
Net loss $(3,328,199) $(1,636,042) $(6,279,349) $(3,714,827) $(60,407,329)
========================================================================
Calculation of net loss available to
common shareholders:
Net loss $(3,328,199) $(1,636,042) $(6,279,349) $(3,714,827)
Preferred stock preferences - - - (4,240,000)
------------------------------------------------------
Net loss available to common
shareholders $(3,328,199) $(1,636,042) $(6,279,349) $(7,954,827)
======================================================
Calculation of basic and diluted net
loss per share available to common
shareholders:
Net loss per share $ (0.17) $ (0.11) $ (0.34) $ (0.26)
Preferred stock preferences per
share - - - (0.30)
------------------------------------------------------
Basic and diluted net loss per
share available to common
shareholders $ (0.17) $ (0.11) $ (0.34) $ (0.56)
======================================================
Weighted average shares outstanding 19,450,197 14,492,526 18,252,815 14,120,048
======================================================
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
2
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From Inception
Six Months Ended (October 16,
June 30, 1992) to
2000 1999 June 30, 2000
------------------------ ------------------------ --------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(6,279,349) $(3,714,827) $(60,407,329)
Adjustments to reconcile net loss to net cash used
for operating activities:
Purchased in-process research and development - - 12,146,544
Debenture interest expense 142,861 - 142,861
Compensation charge related to options and warrants 260,630 6,000 2,075,800
Write-off of acquired technology - - 3,500,000
Accretion of discount on convertible debentures 189,632 - 436,824
Amortization and depreciation 17,854 10,500 1,509,236
Changes in current assets and liabilities:
Decrease in other current assets 185,051 315,139 248,933
(Decrease) increase in accounts payable and
accrued expenses (143,702) (116,117) 712,300
------------------------ ------------------------ -------------------
Net cash used for operating activities (5,627,023) (3,499,305) (39,634,831)
------------------------ ------------------------ --------------------
Cash flows from investing activities:
Cash acquired through merger - - 1,758,037
Purchases of fixed assets (42,825) (28,184) (311,905)
Increase in other assets (211) (190,654) (350,097)
Short term investments:
Purchases (9,969,870) (7,318,466) (67,696,290)
Sales and maturities 7,019,355 2,434,373 49,502,310
------------------------ ------------------------ --------------------
Net cash used for investing activities (2,993,551) (5,102,931) (17,097,945)
------------------------ ------------------------ --------------------
Cash flows from financing activities:
Proceeds from issuance of common stock 13,049,758 3,218,746 29,822,015
Proceeds from issuance of preferred stock - 6,150,000 27,022,170
Preferred stock conversion inducement - - (600,564)
Proceeds from issuance of notes payable - - 2,585,000
Proceeds from issuance of convertible debentures - - 9,000,000
Principal payments of notes payable - - (2,796,467)
Payment of note issuance costs - - (399,702)
Payment of convertible debenture issuance costs - - (343,208)
Payment of stock issuance and merger transaction
costs (60,780) (512,852) (2,927,930)
------------------------ ------------------------ -------------------
Net cash provided by financing activities 12,988,978 8,855,894 61,361,314
------------------------ ------------------------ -------------------
Net increase in cash and cash equivalents 4,368,404 253,658 4,628,538
Cash and cash equivalents, beginning of period 260,134 71,834 -
------------------------ ------------------------ -------------------
Cash and cash equivalents, end of period $ 4,628,538 $ 325,492 $ 4,628,538
======================== ======================== ===================
Supplemental cash flow disclosures:
Non cash transactions (see note 3)
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2000
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, these financial
statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
The interim unaudited consolidated financial statements contained herein
include, in management's opinion, all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the financial
position, results of operations, and cash flows for the periods presented.
The results of operations for the interim period shown on this report are not
necessarily indicative of results for a full year. These financial statements
should be read in conjunction with the Company's consolidated financial
statements and notes for the year ended December 31, 1999 included in the
Company's Annual Report on Form 10-K.
2. Net Loss Per Share
Basic and diluted net loss per share available to common stockholders has
been calculated by dividing net loss, adjusted for preferred stock
preferences, by the weighted average number of common shares outstanding
during the period. All potential common shares have been excluded from the
calculation of weighted average common shares outstanding since their
inclusion would be anti-dilutive.
Stock options and warrants to purchase approximately 7.2 million and
approximately 4.5 million shares of common stock were outstanding at June 30,
2000 and 1999, respectively, but were not included in the computation of
diluted net loss per common share because they were anti-dilutive. Also
excluded were approximately 1.8 million shares of common stock issuable upon
the conversion of Series A and Series C preferred stock outstanding at June
30, 1999. The exercise of these stock options and warrants, or the conversion
of the preferred stock, could potentially dilute earnings per share in the
future.
4
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
3. Supplemental Disclosure of Non-Cash Investing and Financing Activities
During the six months ended June 30, 2000, the Company issued 87,121 and
300,614 shares of common stock resulting from the conversion of 4,983 and
53,669 shares of Series A and Series C preferred stock, respectively. During
the six months ended June 30, 2000, the Company also issued 1,585,416 shares
of common stock resulting from the conversion of convertible debentures with
a face value of $8 million and the payment of accrued interest of
approximately $318,000 in the form of shares of common stock. The carrying
value of the debentures plus the accrued interest thereon, net of deferred
financing costs of approximately $307,000, was reclassified to additional
paid-in capital upon conversion of the debentures and the payment of accrued
interest. During the six months ended June 30, 1999, the Company issued
206,296 shares of common stock resulting from the conversion of 11,763
shares of Series A preferred stock.
4. Comprehensive Loss
The Company had total comprehensive loss of $3,307,880 and $1,902,666 for
the three months ended June 30, 2000 and 1999, respectively. For the six
months ended June 30, 2000 and 1999, total comprehensive loss was $6,138,194
and $4,111,745, respectively.
5. Stockholders' Equity
In June 2000, the Company completed a private placement of 1,405,956 shares
of common stock, which raised approximately $9.9 million in net proceeds. In
connection with the financing, the Company issued 200,000 warrants to
purchase common stock at $10.00 per share and 300,000 warrants to purchase
common stock at $8.00 per share.
In February 1999, the Company completed a private placement of Series C
convertible preferred stock, $.01 par value, which raised approximately $5.6
million in net proceeds.
In February 1999, the Company completed a private placement of 647,668
shares of common stock which raised approximately $2.3 million in net
proceeds.
5
<PAGE>
Boston Life Sciences, Inc.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
6. Accounting Pronouncements
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"), which was amended in March 2000 by Staff Accounting
Bulletin No. 101B, "Amendment: Revenue Recognition in Financial Statements,"
and is effective for the Company's quarter ending December 31, 2000 and all
future quarters. SAB 101 clarifies the SEC's views related to revenue
recognition and disclosure. The Company does not expect the provisions of
SAB 101 to have a material effect on the Company's financial position or
results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), which was
amended by SFAS No. 137 and is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. The statement requires that all
derivative investments be recorded in the balance sheet at fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or comprehensive income depending on whether a derivative is
designated as part of a hedge transaction, and the type of hedge
transaction. The Company does not expect the adoption of the statement to
have a material effect on its financial statements.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation - an interpretation of APB
Opinion No. 25" ("FIN 44"). FIN 44 clarifies the application of APB Opinion
No. 25 to certain issues including: the definition of an employee for
purposes of applying APB Opinion No. 25; the criteria for determining
whether a plan qualifies as a noncompensatory plan; the accounting
consequence of various modifications to the terms of previously fixed stock
options or awards; and the accounting for the exchange of stock compensation
awards in a business combination. FIN 44 is effective July 1, 2000, but
certain conclusions in FIN 44 are applicable retroactively to specific
events occurring after either December 15, 1998 or January 12, 2000. The
Company does not expect the application of FIN 44 to have a material impact
on the Company's financial position or results of operations.
6
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
(June 30, 2000)
This Quarterly Report on Form 10-Q containS forward-looking statements.
Specifically, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
and similar expressions are intended to identify forward-looking statements.
There are a number of meaningful factors that could cause the Company's actual
results to differ materially from those indicated by any such forward-looking
statements. These factors include, without limitation, the duration and results
of clinical trials and their effect on the Food & Drug Administration ("FDA")
regulatory process, uncertainties regarding receipt of approvals for any
possible products and any commercial acceptance of such products, possible
difficulties with obtaining necessary patent protection, and uncertainties
regarding the outcome of any of the Company's collaborations or alliances with
third parties. Other factors include those set forth under the caption
"Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 and the documents referred to under such caption.
Results of Operations
Overview
The Company is a biotechnology company engaged in the research and
development of novel therapeutic and diagnostic products to treat chronic
debilitating diseases such as cancer, central nervous system disorders and
autoimmune diseases. The Company expects that its research and development
costs will continue to increase as the Company attempts to gain regulatory
approval for commercial introduction of its proposed products. At June 30,
2000, the Company is considered a "development stage enterprise" as defined in
Statement of Financial Accounting Standards No. 7.
Three Months Ended June 30, 2000 and 1999
The Company's net loss was $3,328,199 during the three months ended June
30, 2000 as compared with $1,636,042 during the three months ended June 30,
1999. Net loss per common share equaled $0.17 per share for the 2000 period as
compared to $0.11 per share for the 1999 period. The higher net loss in the
2000 period was primarily due to higher research and development costs. These
items were partially offset by lower Therafectin related expenses.
Research and development expenses were $2,570,726 during the three months
ended June 30, 2000 as compared with $745,330 during the three months ended June
30, 1999. The higher level of expenses during the 2000 period reflects the
continued maturation and development of the Company's technologies. The
increase was primarily attributable to expenditures related to higher enrollment
levels in a phase III clinical trial and the development of a good manufacturing
process ("GMP") in preparation for the expected filing of a new drug
application, the initiation of a phase II clinical trial, and higher pre-
clinical manufacturing costs for another technology.
7
<PAGE>
Licensing fees expense was $100,000 during the three months ended June 30,
2000 as compared with zero during the three months ended June 30, 1999. The
Company paid $100,000 during the 2000 period to license one new technology. In
addition to an initial licensing fee payment, the Company is obligated to pay
additional amounts upon the attainment of development milestones, as defined in
each respective licensing agreement, as well as royalties upon the sales of any
resulting products. The Company expects to pay future licensing fees, the
timing and amounts of which will depend upon the progress attained in developing
existing technologies and the terms of agreements which may be executed for
technologies currently being developed or which may be developed in the future.
There can be no assurance regarding the likelihood or materiality of any such
future licensing agreements.
Therafectin related expenses were zero during the three months ended June
30, 2000 as compared with $503,937 during the three months ended June 30, 1999.
The Company is presently evaluating its future plans but does not plan to commit
substantial additional financial resources on the development of Therafectin.
Expenses during the 1999 period primarily related to manufacturing costs
incurred in the production of three lots of GMP material.
General and administrative expenses were $906,730 during the three months
ended June 30, 2000 as compared with $622,558 during the three months ended June
30, 1999. This increase was primarily due to higher non-recurring, non-cash
professional service costs during the 2000 period. These costs, representing
the fair value (as determined under the Black Scholes pricing model) of warrants
and options issued to purchase shares of common stock, totaled $260,630 during
the three months ended June 30, 2000 as compared with zero during the three
months ended June 30, 1999.
Interest income was $249,257 during the three months ended June 30, 2000 as
compared with $235,783 during the three months ended June 30, 1999.
Six Months Ended June 30, 2000 and 1999
The Company's net loss was $6,279,349 during the six months ended June 30,
2000 as compared with $3,714,827 during the six months ended June 30, 1999. Net
loss per common share, excluding preferred stock preferences, equaled $0.34 per
share for the 2000 period as compared to $0.26 per share for the 1999 period.
The higher net loss in the 2000 period was primarily due to higher research and
development costs and interest expense incurred on the convertible debentures
issued in September 1999. These items were partially offset by lower
Therafectin related expenses.
The net loss available to common stockholders for the 1999 period,
including preferred stock preferences of $4,240,000, totaled $7,954,827. Net
loss per common share available to common stockholders for the 1999 period,
including $0.30 attributable to preferred stock preferences, totaled $0.56. In
February 1999, the Company completed a private placement of Series C convertible
preferred stock and warrants. Based on the market price of the Company's stock
on the date of issuance, the preferred stock had a beneficial conversion feature
with an intrinsic value of approximately $1.9 million and the warrants had a
fair value of approximately $1.8 million, which amounts are included in the
preferred stock preferences.
Research and development expenses were $4,421,975 during the six months
ended June 30, 2000 as compared with $1,678,793 during the six months ended June
30, 1999. The higher level of expenses during the 2000 period reflects the
continued maturation and development of the Company's technologies. The
increase was primarily attributable to expenditures related to higher enrollment
levels in a phase III clinical trial and the development of a GMP in preparation
for the expected filing of a new drug application, the initiation of a phase II
clinical trial, and higher pre-clinical manufacturing costs for another
technology.
8
<PAGE>
Licensing fees expense was $200,000 during the six months ended June 30,
2000 as compared with zero during the six months ended June 30, 1999. The
Company paid $100,000 during the 2000 period related to the expanded use, for a
new medical indication, of a technology previously licensed by the Company. The
Company also paid $100,000 during the 2000 period to license one new technology.
In addition to the initial licensing fee payments, the Company is obligated to
pay additional amounts upon the attainment of development milestones, as defined
in each respective licensing agreement, as well as royalties upon the sales of
any resulting products. The Company expects to pay future licensing fees, the
timing and amounts of which will depend upon the progress attained in developing
existing technologies and the terms of agreements which may be executed for
technologies currently being developed or which may be developed in the future.
There can be no assurance regarding the likelihood or materiality of any such
future licensing agreements.
Therafectin related expenses were zero during the six months ended June 30,
2000 as compared with $1,081,621 during the six months ended June 30, 1999. The
Company is presently evaluating its future plans but does not plan to commit
substantial additional financial resources on the development of Therafectin.
Expenses during the 1999 period primarily related to manufacturing costs
incurred in the production of three lots of GMP material.
General and administrative expenses were $1,672,834 during the six months
ended June 30, 2000 as compared with $1,319,025 during the six months ended June
30, 1999. This increase was primarily due to higher non-recurring, non-cash
professional service costs during the 2000 period. These costs, representing
the fair value (as determined under the Black Scholes pricing model) of warrants
and options issued to purchase shares of common stock, totaled $260,630 during
the six months ended June 30, 2000 as compared with $6,000 during the six months
ended June 30, 1999.
Interest income was $360,330 during the six months ended June 30, 2000 as
compared with $364,612 during the six months ended June 30, 1999. Interest
expense was $344,870 during the six months ended June 30, 2000 as compared with
zero during the six months ended June 30, 1999. In September 1999, the Company
issued $8 million of 8% convertible debentures, and incurred $142,861 in non-
cash interest on the 8% coupon and $189,632 in non-cash interest associated with
the accretion of the discounted carrying value of the debentures in the 2000
period.
Liquidity and Capital Resources
Since its inception, the Company has primarily satisfied its working capital
requirements from the sale of the Company's securities through private
placements. These private placements have included the sale of preferred stock
and common stock, as well as notes payable and convertible debentures. Each
private placement has included the issuance of warrants to purchase common
stock. A summary of financings completed during the three years ended June 30,
2000 is as follows:
<TABLE>
<CAPTION>
Date Net Proceeds Raised Securities Issued
--------------------- ---------------------------- ---------------------------
<S> <C> <C>
June 2000 $9.9 million Common stock
September 1999 $7.4 million Convertible debentures
February 1999 $2.3 million Common stock
February 1999 $5.6 million Preferred stock
</TABLE>
In the future, the Company's working capital and capital requirements will
depend on numerous factors, including the progress of the Company's research and
development activities, the level of resources that the Company devotes to the
developmental, clinical, and regulatory aspects of its products, and the
9
<PAGE>
extent to which the Company enters into collaborative relationships with
pharmaceutical and biotechnology companies.
At June 30, 2000, the Company had available cash, cash equivalents and short
term investments of approximately $22.4 million and working capital of
approximately $21.3 million. The Company believes that the level of financial
resources available at June 30, 2000 will provide sufficient working capital to
meet its anticipated expenditures for more than the next twelve months. The
Company may raise additional capital in the future through collaborative
agreements with other pharmaceutical or biotechnology companies, debt
financings, or equity offerings. There can be no assurance, however, that the
Company will be successful or that additional funds will be available on
acceptable terms, if at all.
Accounting Pronouncements
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"), which was amended in March 2000 by Staff Accounting Bulletin No.
101B, "Amendment: Revenue Recognition in Financial Statements," and is effective
for the Company's quarter ending December 31, 2000 and all future quarters. SAB
101 clarifies the SEC's views related to revenue recognition and disclosure.
The Company does not expect the provisions of SAB 101 to have a material effect
on the Company's financial position or results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), which was amended by SFAS No.
137 and is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. The statement requires that all derivative investments be
recorded in the balance sheet at fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or comprehensive income
depending on whether a derivative is designated as part of a hedge transaction,
and the type of hedge transaction. The Company does not expect the adoption of
the statement to have a material effect on its financial statements.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation - an interpretation of APB
Opinion No. 25" ("FIN 44"). FIN 44 clarifies the application of APB Opinion No.
25 to certain issues including: the definition of an employee for purposes of
applying APB Opinion No. 25; the criteria for determining whether a plan
qualifies as a noncompensatory plan; the accounting consequence of various
modifications to the terms of previously fixed stock options or awards; and the
accounting for the exchange of stock compensation awards in a business
combination. FIN 44 is effective July 1, 2000, but certain conclusions in FIN
44 are applicable retroactively to specific events occurring after either
December 15, 1998 or January 12, 2000. The Company does not expect the
application of FIN 44 to have a material impact on the Company's financial
position or results of operations.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the market risks reported in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
10
<PAGE>
PART II -- OTHER INFORMATION
----------------------------
ITEM 1: LEGAL PROCEEDINGS.
-----------------
None.
ITEM 2: CHANGES IN SECURITIES.
---------------------
In June 2000, the Company issued 1,405,956 shares of its common stock to
an institutional investment fund for $7.11 per share, resulting in
aggregate proceeds to the Company of $10,000,000 before deducting
offering expenses of $60,780. In connection with the financing, the
Company issued 200,000 warrants to purchase common stock at $10.00 per
share and 300,000 warrants to purchase common stock at $8.00 per share.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES.
-------------------------------
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
The annual meeting of stockholders was held on June 13, 2000. The holders
of more than a majority of the shares entitled to vote were represented
at the meeting in person or by proxy, constituting a quorom. At the
meeting, the following matters were voted upon by the stockholders,
receiving the number of affirmative and witheld or negative ("withheld")
votes set forth below each matter.
1. To consider and act upon a proposal to elect seven directors for a
term ending at the next annual meeting and until each such director's
successor is duly elected and qualified:
<TABLE>
<CAPTION>
For Withheld
--------------- -------------
<S> <C> <C>
Colin B. Bier, Ph.D. 14,894,930 120,807
S. David Hillson, Esq. 14,735,446 280,291
Robert Langer, Sc. D. 14,910,380 105,357
Marc E. Lanser, M.D. 14,914,630 101,107
Ira W. Lieberman, Ph.D. 14,914,330 101,407
E. Christopher Palmer, CPA 14,883,309 132,428
Scott Weisman, Esq. 14,902,045 113,692
</TABLE>
2. To approve an amendment to increase to 40,000,000 the number of
shares of Common Stock authorized for issuance under the Company's
Amended and Restated Certificate of Incorporation filed with the
Secretary of the State of Delaware on March 29, 1996, as heretofore
amended, an increase of 10,000,000 shares:
<TABLE>
<CAPTION>
For Against Abstain
----------- -------- ---------
<S> <C> <C>
14,520,167 431,712 63,858
</TABLE>
11
<PAGE>
3. To approve an amendment to the Company's 1998 Omnibus Stock Option
Plan to increase to 1,500,000 the number of shares issuable upon the
exercise of options granted thereunder, an increase of 500,000
shares:
<TABLE>
<CAPTION>
For Against Abstain
------------- -------- -----------
<S> <C> <C>
14,224,191 720,153 71,393
</TABLE>
ITEM 5: OTHER INFORMATION.
-----------------
(a) Exhibits.
None.
Item 6: EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K: The Registrant filed the following reports on
Form 8-K during the quarter ended June 30, 2000.
<TABLE>
<CAPTION>
Date of Report Item Reported
--------------- --------------------
<S> <C>
May 9, 2000 5,7
June 1, 2000 5,7
</TABLE>
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOSTON LIFE SCIENCES, INC.
--------------------------
(Registrant)
DATE: August 11, 2000 /s/ S. David Hillson
--------------------
S. David Hillson
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Joseph Hernon
------------------
Joseph Hernon
Chief Financial Officer
(Principal Financial and Accounting
Officer)
13
