8-K

UNITED STATES
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): September 10, 2010

ALSERES PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-6533	87-0277826
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

239 South Street, Hopkinton, Massachusetts	01748
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 497-2360

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreements.

     On September 10, 2010, Alseres Pharmaceuticals, Inc. (the “Company”), entered into a Note Purchase Agreement (the “Agreement”) with Highbridge International LLC (the “Seller”) and Robert Gipson Pursuant to which the Company agreed to purchase from the Seller, effective on September 14, 2010, a Convertible Promissory Note issued on May 2, 2007 to the Seller in the principal amount of $5,880,000 for an aggregate purchase price equal to $602,700 payable in immediately available federal funds by the Company to the Seller. In a related transaction, on September 13, 2010 the Company issued to Robert L. Gipson (the “Holder”) an unsecured promissory note, pursuant to which the Company borrowed an aggregate principal amount of $700,000 (the Note”). Interest on the Note shall accrue at the rate of 7% per annum and all principal and accrued interest shall be due and payable on demand of the Holder.

     The foregoing description of the Agreement and the Note are qualified in their entirety by the full text of the Agreement and the Note, complete copies of each are filed herewith as Exhibits 10.7 and 10.8 respectively and each is incorporated herein by reference.

     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.

	Alseres Pharmaceuticals, Inc.
Date: September 16, 2010	By:	/s/ Kenneth L. Rice, Jr.
		Kenneth L. Rice, Jr.
		Executive Vice President, Finance and Administration and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	10.7	Note Purchase Agreement
	10.8	Promissory Note dated September 13, 2010

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EX-10.7

Exhibit 10.7

NOTE PURCHASE AGREEMENT

     NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 10, 2010, by and among Highbridge International LLC (“Seller”), Alseres Pharmaceuticals, Inc. (the “Company”) and Robert L. Gipson (“Gipson”).

     For the purposes of this Agreement, affiliates of Gipson ( “Affiliates”) shall include members of his family, Ingalls & Snyder LLC, its officers, employees, clients, members of their families, and any other person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with any of the foregoing.

     1. Purchase and Sale. Subject to the terms and conditions of this Agreement, (i) Seller hereby sells to the Company, and the Company hereby purchases from Seller, effective as of the Closing Date (as defined below), $5,880,000 principal amount of Convertible Promissory Note issued on May 2, 2007 by the Company (the “Purchased Security”) for an aggregate purchase price payable in immediately available federal funds in an amount equal to $602,700 (the “Purchase Price”), payable at the Closing (as defined below).

     2. Representations and Warranties of Seller. Seller hereby represents and warrants to the Company as of the date hereof and as of the Closing Date that:

     a. Seller is duly authorized to enter into this Agreement and to perform its obligations hereunder, and this Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms;

     b. the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity;

     c. Seller has no liability of any kind to any broker, finder or agent in respect of the Purchased Security except any such liability that will be satisfied in full by Seller; and

     d. Seller is the legal and beneficial owner of the Purchased Security and has the right to sell the Purchased Security to the Company without the consent of, or notice to or filing with, any other person or entity

whatsoever (governmental or otherwise), and upon consummation of the Closing, the Purchased Security shall be owned by the Company free of any liens, charges, encumbrances, rights of first refusal or other adverse claims or rights whatsoever.

     3. Representations and Warranties of the Company. The Company hereby represents and warrants to Seller that:

     a. the Company is duly authorized to enter into this Agreement and to perform its obligations hereunder, and this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;

     b. the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity;

     c. the Company has no liability of any kind to any broker, finder or agent in respect of the Purchased Security except any such liability that will be satisfied in full by the Company; and

     d. all documents and disclosure filed by the Company with the Securities and Exchange Commission regarding the Company and its subsidiaries or its or their business and prospects is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company during the 12 months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists (other than the consummation of the transactions contemplated hereby) with respect to the Company or any of its subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. The Company does not currently have any letters of intent, memoranda of understanding or other agreement with any person or entity, whether binding or non-binding, with respect to the purchase or sale of the Company or any of its subsidiaries in whole or in part, an investment in or recapitalization of the Company or any of its subsidiaries by any entity or person not Affiliated with Gipson or the purchase, sale or licensing of any of the Company’s or any of its subsidiaries’ assets.

     4. Representations and Warranties of Gipson. Gipson hereby represents and warrants to Seller as of the date hereof and as of the Closing Date that neither Gipson nor any of his Affiliates currently have any letters of intent, memoranda of understanding or other agreement with any person or entity, whether binding or non-binding, with respect to the purchase or sale of the Company or any of its subsidiaries in whole or in part, an investment in or recapitalization of the Company or any of its subsidiaries by any entity or person not Affiliated with Gipson or the purchase, sale or licensing of any of the Company’s or any of its subsidiaries’ assets.

     5. Closing. The closing of the purchase and sale of the Purchased Security (the “Closing”) will take place on the second business day following the date hereof (the “Closing Date”). Upon execution of this Agreement, Seller shall deliver to the Company the security representing the Purchased Security duly endorsed for transfer or accompanied by instruments of transfer in a form satisfactory to the Company, with instructions to issue a security or

securities for the Purchased Security by the Company in the name of the Company. At the Closing, the Company will deliver cash by wire transfer of immediately available funds as follows: (1) $573,300 to Seller to the account designated in Exhibit A hereto and (2) $29,400 to ISI Capital, LLC to the account designated in Exhibit B hereto.

     6. Entire Agreement. This Agreement is the entire agreement between the parties respecting the Purchased Security and supersedes all such prior agreements.

     7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York with respect to agreements entered into within New York State by residents thereof.

     8. Counterparts, Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be considered an original document. This Agreement may be delivered by facsimile, which shall be deemed an original counterpart for all purposes.

[Signatures commence next page]

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above-written.

HIGHBRIDGE INTERNATIONAL LLC
By:	Highbridge Capital Management, LLC,
Its Trading Manager
By:
	Name:
	Title:
ALSERES PHARMACEUTICALS, INC.
By:
	Name:
	Title:
ROBERT L GIPSON

EX-10.8

Exhibit 10.8

PROMISSORY NOTE

	September 13, 2010
$7000,000	Hopkinton, Massachusetts

     FOR VALUE RECEIVED, Alseres Pharmaceuticals, Inc.. (the “Maker”), promises to pay to Robert L Gipson, or order, at the offices of Robert L. Gipson, c/o Ingalls & Snyder LLC, 61 Broadway, New York, New York 10006 or at such other place as the holder of this Note may designate, the principal sum of $700,000, together with interest on the unpaid principal balance of this Note from time to time outstanding at the rate of 7% per year until paid in full. All principal and accrued interest shall be due and payable on demand of the Holder.

Interest on this Note shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All payments by the Maker under this Note shall be in immediately available funds.

Every amount overdue under this Note shall bear interest from and after the date on which such amount first became overdue at an annual rate which is two (2) percentage points above the rate per year specified in the first paragraph of this Note. Such interest on overdue amounts under this Note shall be payable on demand and shall accrue and be compounded monthly until the obligation of the Maker with respect to the payment of such interest has been discharged (whether before or after judgment).

In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by the Maker, then such excess sum shall be credited by the holder as a payment of principal.

All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. The Maker shall pay and save the holder harmless from all liabilities with respect to or resulting from any delay or omission to make any such deduction or withholding required by law.

Whenever any amount is paid under this Note, all or part of the amount paid may be applied to principal, premium or interest in such order and manner as shall be determined by the holder in its discretion.

No reference in this Note to any guaranty or other document shall impair the obligation of the Maker, which is absolute and unconditional, to pay all amounts under this Note strictly in accordance with the terms of this Note.

The Maker agrees to pay on demand all costs of collection, including reasonable attorneys’ fees, incurred by the holder in enforcing the obligations of the Maker under this Note.

No delay or omission on the part of the holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Maker and every endorser or guarantor of this Note regardless of the time, order or place of signing waives presentment, demand, protest and notices of every kind and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

This Note may be prepaid in whole or in part at any time or from time to time upon five days’ prior written notice with the consent of the holder, with the giving of such consent to be in the sole discretion of the holder. Any such prepayment shall be without penalty or premium.

None of the terms or provisions of this Note may be excluded, modified or amended except by a written instrument duly executed on behalf of the holder expressly referring to this Note and setting forth the provision so excluded, modified or amended.

All rights and obligations hereunder shall be governed by the laws of the Commonwealth of Massachusetts and this Note is executed as an instrument under seal.

Alseres Pharmaceuticals, Inc.

By:/s/Kenneth L. Rice Jr

Title: EVP & CFO