-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ba1jvqvNiAyJleA7b5M5DtCDT6OsJO4oU49wx8s0BNMxf2pBwCtcprWbFZC5rqw8 VSDW5ArHldi12hqcyb3V+w== 0000950109-03-001932.txt : 20030331 0000950109-03-001932.hdr.sgml : 20030331 20030331145407 ACCESSION NUMBER: 0000950109-03-001932 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030325 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON LIFE SCIENCES INC /DE CENTRAL INDEX KEY: 0000094784 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870277826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06533 FILM NUMBER: 03629515 BUSINESS ADDRESS: STREET 1: 137 NEWBURY STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174250200 MAIL ADDRESS: STREET 1: 137 NEWBURY STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC MEDICAL RESEARCH CORP /DE DATE OF NAME CHANGE: 19790521 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2003 ------------------------------- BOSTON LIFE SCIENCES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-6533 87-0277826 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 20 Newbury Street, 5th Floor 02116 Boston, Massachusetts - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (617) 425-0200 -------------------------------------------------- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: 99.1 Press Release issued by the Company on March 27, 2003 Item 9. Regulation FD Disclosure On March 25, 2003, Boston Life Sciences received notification from a Nasdaq Listing Qualifications Panel that the Panel had determined to transfer the listing of the Company's securities to The Nasdaq SmallCap Market effective with the open of business on Thursday, March 27, 2003. Shares of the Company's securities will continue to be listed as BLSI. The Panel's decision was made in response to the Company's appeal of a Nasdaq Staff Determination Letter dated January 16, 2003 which stated that the Company failed to comply with the stockholders' equity requirement for continued listing on the Nasdaq markets. The Panel indicated that its decision was based, in part, on the Company's completion of a private placement of common stock on March 12, 2003 which raised $10 million in gross proceeds. The rules of the Nasdaq SmallCap market require the Company to maintain stockholder's equity of at least $2.5 million. As instructed by the Panel, the Company has submitted a formal application for listing on The Nasdaq SmallCap market. The Company believes that it complies with all requirements for continued listing. The Panel requested that the Company provide certain Pro-Forma disclosures. Therefore, the Company's Unaudited Condensed Consolidated Balance Sheets as of February 28, 2003 and December 31, 2002 on a historical and Pro-Forma basis are presented below. The Company's press release announcing the transfer to the Nasdaq SmallCap Market is filed as an exhibit to this report. On March 12, 2003 the Company completed a private placement of common stock which raised $10 million in gross proceeds. The following unaudited pro forma balance sheets as of February 28, 2003 and December 31, 2002 reflects the issuance of such common stock and the related gross proceeds of $10 million as though such issuance occurred on February 28, 2003 and December 31, 2002, respectively. BOSTON LIFE SCIENCES, INC. (A Development Stage Enterprise) CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (in millions, except par values)
Pro-Forma Historical Pro-Forma As reported February 28, February 28, December 31, December 31, 2003 2003 2002 2002 Assets Current assets: Cash and cash equivalents (1) $ 11.8 $ 1.8 $ 10.8 $ .8 Short-term investments 4.0 4.0 6.2 6.2 Other current assets .6 .6 .4 .4 ------------ ------------ ------------ ------------ Total current assets 16.4 6.4 17.4 7.4 Fixed assets, net .8 .8 .8 .8 Other assets .3 .3 .3 .3 ------------ ------------ ------------ ------------ Total assets $ 17.5 $ 7.5 $ 18.5 $ 8.5 ============ ============ ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 1.9 $ 1.8 $ 1.9 $ 1.8 10% convertible senior secured promissory notes (2) 3.6 3.9 3.6 3.9 Commitments and contingencies Stockholders' equity: Convertible preferred stock, $.01 par value; 1.0 shares authorized; .5 shares designated; no shares issued and outstanding - - - - Common stock, $.01 par value; 50.0 shares authorized; 32.4, 22.4, 32.4 and 22.4 shares issued and outstanding at Pro-Forma February 28, 2003, February 28, 2003, Pro-Forma December 31, 2002 and December 31, 2002, respectively (1) .3 .2 .3 .2 Additional paid-in capital (1) (2) 98.6 88.5 98.6 88.5 Accumulated other comprehensive income .1 .1 .1 .1 Deficit accumulated during development stage (87.0) (87.0) (86.0) (86.0) ------------ ------------ ------------ ------------ Total stockholders' equity 12.0 1.8 13.0 2.8 ------------ ------------ ------------ ------------ Total liabilities and stockholders' equity $ 17.5 $ 7.5 $ 18.5 $ 8.5 ============ ============ ============ ============
(1) Pro-Forma numbers reflect balances as if the $10 million in gross proceeds from the sale of stock which took place on March 12, 2003 had occurred on the date of the Pro-Forma balance sheet. (2) Pursuant to the Company's private placement of common stock on March 12, 2003 at a purchase price of $1.00 per share, the Company's convertible debt conversion price was reset from $2.00 per share to $1.00 per share which gives rise to a beneficial conversion feature. The Pro-Forma amounts reflect the recording of a $0.3 million beneficial conversion feature on the date of the Pro-Forma balance sheet as a discount to the convertible debt and an increase to additional paid-in capital that will be amortized as interest expense over the remaining life of the debt. SIGNATURE 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 hereunto duly authorized. BOSTON LIFE SCIENCES, INC. Date: March 31, 2003 By: /s/ Robert J. Rosenthal ------------------------------------ Robert J. Rosenthal President and Chief Executive Officer EXHIBIT INDEX The following designated exhibits are incorporated by reference or filed with this report, as indicated: 99.1 Press Release issued by the Company on March 27, 2003 EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE BOSTON LIFE SCIENCES' STOCK TO COMMENCE TRADING ON THE NASDAQ SMALLCAP MARKET ON MARCH 27, 2003 March 27, 2003 Boston, MA -- Boston Life Sciences, Inc. (NASDAQ: BLSI) announced that it had received notification from a Nasdaq Listing Qualifications Panel that the Panel had determined to transfer the listing of the Company's securities to The Nasdaq SmallCap Market effective with the open of business on Thursday, March 27, 2003. Shares of the Company's securities will continue to be listed as BLSI. The Panel's decision was made in response to the Company's appeal of a Nasdaq Staff Determination Letter dated January 16, 2003 which stated that the Company failed to comply with the stockholders' equity requirement for continued listing on The Nasdaq markets. The Panel indicated that its decision was based, in part, on the Company's completion of a private placement on March 12, 2003 which raised $10 million in gross proceeds. The rules of the Nasdaq SmallCap market require the Company to maintain stockholder's equity of at least $2.5 million. For additional information about the Company's financial position, interested parties should read the current report on Form 8-K to be filed with the Securities and Exchange Commission. Boston Life Sciences, Inc. (BLSI) is a development stage biotechnology company engaged in the research and development of novel therapeutic and diagnostic solutions for central nervous system diseases (CNS) and cancer. BLSI's products in development include: ALTROPANETM and FLUORATECTM radioimaging agents for the diagnosis of PD and ADHD; Troponin I, a naturally-occurring anti-angiogenesis factor for the treatment of solid tumors; AF-1 and Inosine, nerve growth factors for the treatment of acute and chronic CNS disorders; novel therapies for the treatment of PD and ADHD; and transcription factors that may control the expression of molecules associated with autoimmune disease and allergies. Statements made in this press release other than statements of historical fact represent forward-looking statements. Such statements include, without limitation, statements regarding expectations or beliefs as to future results or events, such as operating results and financial position, the expected timing and results of clinical trials, discussions with regulatory agencies, schedules of IND, NDA and all other regulatory submissions, the timing of product introductions, the possible approval of products, and the market size and possible advantages of the Company's products. All such forward-looking statements involve substantial risks and uncertainties, and actual results may vary materially from these statements. Factors that may affect future results include: the availability and adequacy of financial resources, the level of operating expenses incurred, the ability to obtain intellectual property protection, delays in the regulatory or development processes, results of scientific data from clinical trials, the outcome of discussions with potential partners, regulatory decisions, market acceptance of the Company's products, and other possible risks and uncertainties that have been noted in reports filed by the Company with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K. For further information, please contact: CORPORATE JOSEPH HERNON CHIEF FINANCIAL OFFICER BOSTON LIFE SCIENCES, INC. 617.425.0200 EMAIL: JHERNON@BOSTONLIFESCIENCES.COM -----END PRIVACY-ENHANCED MESSAGE-----