-----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, UUdoJgi4eFgffieGMHwjdh8B0ZJ4/0MOoije9LXPEf7riLYofD8wVSdRdkJ2J8/B Cpuz3z2AaltzKYMaV+fTUg== 0001036050-99-000615.txt : 19990330 0001036050-99-000615.hdr.sgml : 19990330 ACCESSION NUMBER: 0001036050-99-000615 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990329 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: S-3 SEC ACT: SEC FILE NUMBER: 333-75175 FILM NUMBER: 99575338 BUSINESS ADDRESS: STREET 1: 31 NEWBURY ST STREET 2: SUITE 300 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174250200 MAIL ADDRESS: STREET 1: 31 NEWBURY STREET STREET 2: SUITE 300 CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC MEDICAL RESEARCH CORP /DE DATE OF NAME CHANGE: 19790521 S-3 1 BOSTON LIFE SCIENCES, INC. FORM S-3 As filed with the Securities and Exchange Commission on March 29, 1999 Registration No. 333- ================================================================================ 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 incorporation or organization) Identification No.) 31 Newbury Street Suite 300 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. 31 Newbury Street Suite 300 Boston, Massachusetts 02116 (617) 425-0200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- Copies to: Raymond D. Agran, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 (215) 864-8524 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable 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.[ ] --------------- 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 - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,756,433 (3) $11,380,755 $3,164 - --------------------------------------------------------------------------------------------------------------------
(1) Shares of Common Stock which may be offered pursuant to this Registration Statement include 1,108,765 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 or 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 Rules 457 (c) and (g), the price shown is estimated solely for the purposes of calculating the registration fee, and is based upon (i) shares offered pursuant to 24,721 outstanding warrants exercisable at $6.81 per share, 181,949 outstanding warrants exercisable at $8.78 per share, and 22,881 outstanding warrants exercisable at $9.41 per share, and (ii) with respect to the remaining shares being registered, as well as shares offered pursuant to 879,214 warrants at a per share price ranging from $0.13 to $5.49 is based on the average of the reported high and low sales prices of the Common Stock as reported on the Nasdaq Small Cap Market on March 26, 1999, which was $6 5/32. ____________________ 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. ================================================================================ ================================================================================ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. ================================================================================ SUBJECT TO COMPLETION, DATED MARCH 29, 1999 PROSPECTUS 1,756,433 Shares BOSTON LIFE SCIENCES, INC. 31 Newbury Street SUITE 300 BOSTON, MA 02116 (617) 425-0200 Common Stock, $.01 par value ____________________ This Prospectus is part of a Registration Statement that we filed with the S.E.C. It covers 1,756,433 shares of common stock. These Securities may be offered and sold from time to time by certain of our stockholders who have already acquired these shares or will acquire them when they exercise common stock purchase warrants that they own. We will not receive any of the proceeds from the sale of these Securities under the Prospectus. However, we will bear the costs relating to the registration of the Securities, which we estimate to be $15,000. We do not know how the Selling Stockholders plan to sell these Securities, but the Selling Stockholders may sell these Securities primarily on The Nasdaq SmallCap Market of The Nasdaq Stock Market, Inc. at the market price at the time of sale. However, the Selling Stockholders may sell the Securities in negotiated transactions or otherwise. It is possible that the Selling Stockholders and the brokers and dealers through whom the Securities may be sold may be considered "underwriters". Therefore, their compensation may be considered underwriters' compensation. The Common Stock is traded on the Nasdaq SmallCap Market under the symbol "BLSI". On March 26, 1999, the reported closing price of the Common Stock was $6 5/32 per share. ____________________ AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 2 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 __________, 1999. 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 and in the documents incorporated by reference. Factors that could cause or contribute to such differences include, but are not limited to, the factors discussed below as well as those discussed elsewhere in this prospectus and in the documents incorporated by reference. BUSINESS RISKS THE COMPANY IS UNCERTAIN REGARDING THE PATENTS AND PROPRIETARY RIGHTS OF ITS PRODUCT CANDIDATES Our patent strategy is to pursue patent protection, in the U.S. and in most developed countries, for our compounds and technologies. Our goal is to obtain broad patent protection for our compounds under development and their related medical indications. Although We will seek patent protection for our technologies, 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, the Company's know-how and technology may not be patentable. 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. 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. . 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. As a result, future changes in patent laws might conflict with the existing or future patent rights of others. For the same reasons, the products of others could infringe on our patent rights. The defense and prosecution of patent claims is both expensive and time-consuming, even if We receive a favorable outcome. If any existing or future patent owned by or licensed to us or our collaborators fails to protect us against competitors, it could: . Subject us to significant liabilities to third parties, . Require us to license rights from third parties, . Require us to alter our products or processes or . Require us to cease developing and/or selling certain of our technologies. 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. There can be no guarantee that these agreements will not be breached or that We will have adequate remedies for such breach. In addition, our trade secrets may become known or be developed independently by competitors. If consultants, key employees or other third parties apply technological information which they have developed separate from the Company to our technologies, there may be disputes as to the ownership of such information which may not be resolved in our favor. Our scientific advisors and other consultants are employed by and may have consulting agreements with third parties. Therefore, any inventions discovered by such individuals are not likely to become our property. 2 THE COMPANY HAS ALWAYS HAD LOSSES FROM ITS OPERATIONS AND EXPECTS FUTURE LOSSES We are a development stage company. 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. As of December 31, 1998, We have incurred total net losses since inception of approximately $40 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 (collectively referred to herein 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 twenty-four months, and possibly longer, primarily due to the continued 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 earn profits will depend on many things including: . Successfully completing the research and development of our technologies; . The time, cost and effort required to obtain regulatory approvals; . Establishing collaborative arrangements for manufacturing, sales and marketing capabilities; . Protecting our patent and other intellectual rights; . The ability of our licensors or collaborators to protect their patent and other intellectual rights; . Competing technology and market developments; . Manufacturing costs and the costs of commercializing our products; and . Raising enough money to finance our business. There can be no guarantee that the Company will become profitable or that if it becomes profitable, it will remain profitable. THE COMPANY DEPENDS HEAVILY ON HARVARD UNIVERSITY AND ITS AFFILIATES Most of our research and development is completed through Harvard University and its affiliated hospitals ("Harvard and its Affiliates") under sponsored research agreements. Researchers working at Harvard and its Affiliates invented or discovered virtually all of our current technologies. Therefore, most of the Company's business depends upon: . Harvard and its Affiliates continuing to perform research and development work under sponsored research agreements with us; and . Our ability to maintain the licenses that We received from Harvard and its affiliates for our current technologies. There can be no guarantee that Harvard and its affiliates will continue to work with us. 3 THE COMPANY WILL NEED TO RELY ON FUTURE AND CERTAIN PRIOR RELATIONSHIPS IN ORDER TO BE SUCCESSFUL We expect that developing, clinical testing, manufacturing and commercializing our technologies will require working with various corporate partners, joint venturers, licensors, sub-licensees and others. There can be no guarantee that: . We will be able to enter into such collaborations on acceptable terms and conditions, . That such collaborations will be successful, or . The parties will not dispute the ownership rights to any technology developed under such collaborations. If any of our collaborators breach or terminate their agreement with us or otherwise fail to conduct their activities on time, it could delay the development or commercialization of the technology for which the parties are collaborating. Further, We may need to undertake additional responsibilities or to devote additional resources. The termination or cancellation of any working arrangements could also negatively affect our patent and intellectual property rights, as well as our financial condition and operations. If We are not able to establish or maintain collaborative arrangements, We will need more money to research and develop technologies on our own and may encounter delays in introducing our products. We may also find that not collaborating with others may negatively affect our development and manufacturing efforts, as well as the sales of any products. We also expect to rely on third parties to manufacture our products. There can be no assurance 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. If We are unable to contract with manufacturers on acceptable terms, it could negatively affect our ability to conduct preclinical and clinical testing and may delay our efforts to obtain regulatory approvals. In addition, manufacturing of our products on a commercial scale will require us to incur significant start-up expenses and to expand our facilities and personnel. No guarantee can be given that We can develop such manufacturing capability or hire and train qualified personnel. THE COMPANY DEPENDS HEAVILY ON ITS KEY PERSONNEL AND MAY NEED ADDITIONAL KEY PERSONNEL Our success depends significantly upon our ability to attract and retain highly qualified scientific and management personnel. There is significant competition for such personnel from other companies, research and academic institutions, government entities and other organizations. We can not guarantee that We will be successful in hiring or retaining key personnel. 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. If We fail to attract such personnel, it could have a significant negative effect on our ability to develop our technologies. There is significant competition for such personnel from other companies, research and academic institutions, government entities and other organizations. There can be no guarantee that We will be successful in hiring or retaining the personnel required for such activities. THE COMPANY'S INDUSTRY IS VERY COMPETITIVE AND SUBJECT TO CHANGES IN TECHNOLOGY The pharmaceutical industry is highly competitive. Research on the causes of, and possible treatments for diseases for which We are trying to develop products, including rheumatoid arthritis, cancer, Parkinson's Disease, central nervous system disorders and autoimmune diseases are developing rapidly. Competition from larger, more experienced and better capitalized companies will be intense. We are pursuing areas of product development in which 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: . We have no sales force or marketing experience; 4 . We compete with a number of pharmaceutical and biotechnology companies which have financial, technical and marketing resources significantly greater than ours; . Companies with established positions 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; . Many of our competitors have significantly greater experience than us in completing preclinical and clinical testing of new pharmaceutical products and obtaining Food and Drug Administration ("FDA") and other regulatory approvals of products; . Our competitors may succeed in developing products that are more effective than ours; . Rapid technological change or developments by others may result in our potential products becoming obsolete or uncompetitive; and . Universities and other not-for-profit research organizations are responsible for a significant amount of research in the field. These 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. These institutions may also market competitive products on their own or through joint ventures and may compete with us in recruiting qualified personnel. A substantial number of patents have been issued to other pharmaceutical and biotechnology companies, and other companies may have applied for patents, been issued patents or obtained additional patents and proprietary rights relating to products or processes competitive with ours. Patent applications in the United States are kept secret until the patents are issued, and since publication of discoveries in the scientific or patent literature occurs after the actual discoveries, We cannot be certain that We, or our licensors or collaborators, were the first creator of inventions covered by pending patent applications or the first to file patent applications for such inventions. Consequently, there can be no assurance that our existing patents or any patents that may be issued to us or our licensors or collaborators in the future will provide protection against competitive products or otherwise be commercially valuable. IT MAY BE DIFFICULT FOR THE COMPANY TO OBTAIN FDA AND OTHER GOVERNMENTAL APPROVALS 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. Any product developed by us must undergo an extensive regulatory approval process which includes preclinical and clinical testing of such product to demonstrate its safety and efficacy before it can be marketed. This regulatory process can require many years and substantial cost. Data obtained from testing is subject to varying interpretations, which can delay, limit or prevent FDA approval. None of our technologies have been approved for marketing by the FDA or any of the FDA's international equivalents. We cannot accurately predict all relevant regulatory requirements or issues. 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 depend heavily on administrative policies and interpretations. There can be no guarantee that any changes with respect to Federal and state laws, regulations and policies, and, particularly, with respect to FDA and other such regulatory bodies, will not have a significant, negative effect on the Company. Obtaining FDA clearances can be 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. Also, regulatory clearances may have significant limitations on the uses for which such products may be marketed. In addition, even if regulatory approval is obtained, 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 We obtain any required clearances, there can be no assurance that the regulatory authority will not withdraw such clearance or that We will continue to comply with other regulatory requirements. NONE OF THE COMPANY'S PRODUCT CANDIDATES HAVE BEEN APPROVED AND THE COMPANY HAS NO MARKETING EXPERIENCE Neither the FDA nor any of the FDA's international equivalents has approved any of our technologies for marketing. The research and development of our technologies will require extensive additional laboratory and clinical testing prior to regulatory approval. There can be no guarantee that: 5 . Our product development efforts will be successfully completed . We will obtain required regulatory approvals . Our technologies will be capable of being manufactured in commercial quantities at reasonable cost; or . New products, if introduced, will achieve market acceptance. 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 develop internally 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. THERE IS UNCERTAINTY IN THE PHARMACEUTICAL INDUSTRY REGARDING PRICING, HEALTH CARE REIMBURSEMENT AND RELATED MATTERS The continuing efforts of government and third party payers to contain or reduce health care costs may negatively affect our business. For example, certain foreign governments control pricing or profitability of prescription pharmaceuticals. In the United States, there have been a number of federal and state proposals to implement similar government control. In recent years, several bills proposing comprehensive health care reform have been introduced in Congress. In general, such proposals are designed to reform the health care system to, among other things; . control or reduce public and private spending on health care; . provide for uniform health insurance benefits packages and administrative efficiency in the health care system; and . provide universal access to health care within the next several years. Some of the proposals introduced in Congress would potentially limit pharmaceutical prices and establish mandatory or voluntary refunds. Such proposals could decrease the price that We receive for any products that We may sell in the future. There can be no guarantee that such proposals will not negatively affect us. In addition, there have been a number of federal and state proposals for the government to control the prices of health care products and services. 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. Such reforms may have a significant effect on us. If such proposals have a significant negative effect on the business, financial condition and profitability of other pharmaceutical companies which work with us, our ability to commercialize our technologies may be negatively affected. Our ability to commercialize our products may depend, in part, on the extent to which government health administration authorities, private health insurers and others provide reimbursement for the costs of our products. 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. In addition, many health maintenance organizations and other managed care companies are seeking to negotiate substantial volume discounts for the sale of pharmaceutical products to their members thereby reducing profit margins for manufacturers. Competitive pressures are causing many manufacturers to accept such discount arrangements. THE COMPANY HAS NO MANUFACTURING EXPERIENCE We currently have no manufacturing facilities for either clinical trial or commercial quantities of any of our technologies. To date, We have obtained the limited amount of quantities required for 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 commercial sale. As a result of these arrangements, 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 constantly perform their obligations in a timely fashion, and, in accordance with the applicable regulations. 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. THE COMPANY MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS AND INSURANCE TO COVER SUCH CLAIMS MAY BE UNAVAILABLE OR INADEQUATE 6 The use of our product candidates in clinical trials and the future sale of any resulting products may subject us to liability claims. There can be no guarantee that any product liability claims will not significantly and negatively affect our business or financial condition. These claims might be made directly by consumers or by pharmaceutical companies or other sellers of such products. While We currently have product liability insurance, there can be no guarantee that such insurance will be sufficient to meet any liabilities that may arise. In addition, such coverage is expensive and may be difficult to obtain. Our existing coverage may not be adequate as our product development activities progress. There can be no guarantee that adequate insurance coverage will be available in the future at an acceptable cost, if at all. If We are unable to obtain sufficient insurance coverage at an acceptable cost to protect against potential product liability claims, it could prevent or limit our ability to commercialize our products. THE COMPANY MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND IS NOT CERTAIN ADDITIONAL CAPITAL WILL BE AVAILABLE We have experienced negative cash flows from operations since the company began operating. To date, We have funded our business operations primarily from equity financings. 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 twelve months. Thereafter, We may need to raise substantial additional capital to fund our operations. Our capital requirements will depend on many factors, including: . Potential problems, delays, expenses and complications frequently encountered by development stage companies; . The progress of our research and development activities and our clinical trials; . Our ability to meet the terms of any current and future collaborative research, manufacturing, marketing or other agreements; . Our ability to obtain regulatory approvals from the FDA and other government agencies; . The costs and timing of obtaining regulatory approvals of our products; . The costs 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. To satisfy our capital requirements, We may raise additional funds in the public or private capital markets. If the results of our current or future clinical trials are not favorable, it may negatively affect our ability to raise additional funds. We may also seek additional funding through corporate collaborations and other financing methods. There can be no guarantee that any such funding will be available on favorable terms, if at all. If adequate funds are not available, We may need to significantly reduce 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. If We are successful in obtaining additional financing, the terms of such financing may have the effect of diluting or adversely affecting the holdings or the rights of our common stockholders. THERE ARE OPTIONS, WARRANTS AND PREFERRED STOCK OUTSTANDING WHICH MAY CAUSE DILUTION TO THE STOCKHOLDERS OF THE COMPANY As of March 25, 1999, We had granted stock options and warrants to purchase approximately five million shares of our Common Stock at exercise prices ranging from $0.63 - $15.00 per share. Many of these previously granted options and warrants were issued at exercise prices below the market price of the Common Stock. If the holders exercise these stock options and warrants, it will dilute the percentage ownership interest of our current stockholders. In addition, the terms upon which We would be able to obtain additional money through the sale of our stock may be negatively affected because the holders of such outstanding options and warrants would probably exercise them at a time when We would most likely be able to obtain capital on terms more favorable to us than those provided by the exercise of outstanding options and warrants. As of March 25, 1999, We also had 14,296 and 315,416 shares of Series A and Series C Convertible Preferred Stock outstanding, respectively, which are currently convertible into 250,719 and 1,577,080 shares of common stock, respectively. If the holders convert their shares of preferred stock into common stock, it will dilute the percentage ownership interest of our current stockholders. 7 THERE HAS BEEN A LIMITED PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK, THE PRICES HAVE BEEN VOLATILE AND THE COMPANY HAS NEVER PAID DIVIDENDS TO ITS STOCKHOLDERS 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 market price of our Common Stock has been highly volatile and it may continue to be highly volatile similar to the securities of other public biotechnology companies. Factors which may have a significant effect on the market price of our common stock include: . the discovery of new technologies in fields in which We are developing products . the results of clinical trials . FDA approval of new products . Proposed government regulations and . Issues relating to patents or proprietary rights. The securities markets have experienced volatility that affects prices of equity securities of biotechnology companies which is often unrelated to the performance of such companies. Thus, changes in the market price of our common stock may not be consistent with our actual operations or financial results. We do not expect to pay any dividends for the foreseeable future. YEAR 2000 COMPLIANCE MAY ADVERSELY IMPACT THE COMPANY'S FINANCIAL AND MANAGEMENT RESOURCES The Company has initiated planning for issues related to the upcoming new millenium. These issues derive from the use of software and hardware with embedded chips or processors that use two digits to refer to a year and do not properly recognize a year that begins with "20" instead of the familiar "19." The Company primarily operates its business applications software using the Microsoft Office suite of products. As a result, We will primarily rely on the software developer's representations regarding Year 2000 compliance of their software. We intend to assess the possible effects on our operations of the Year 2000 compliance of certain relevant third parties, primarily our service providers, by requesting confirmation from the parties regarding their Year 2000 readiness. The Company does not expect to incur costs in its Year 2000 program that will be material to its business, financial condition or results of operations. Although We intend to complete all phases of our Year 2000 program by December 31, 1999, there can be no assurance We will complete our program by then, and even if this program is successfully completed on schedule, that disruptions in our business will be avoided. Possible consequences of Year 2000 issues that We are unable to adequately identify, assess or fix include but are not limited to: . Delays in supplies from vendors, 8 . Errors in processing transactions, . Diversion of management time and effort to addressing difficulties that emerge, and . Loss of clinical and research data The goal of our Year 2000 program is to plan for and reduce the risk of such difficulties. There can be no assurance that our Year 2000 program will be completed in a timely manner or will be successful. USE OF PROCEEDS The net proceeds from the sale of the Securities will be received by the Selling Stockholders. The Company will not receive any proceeds from the sale of the Securities by the Selling Stockholders. SELLING STOCKHOLDERS The table below sets forth information regarding ownership of the Company's Common Stock by the Selling Stockholders on March 26, 1999 and the number of Securities to be sold by them under this Prospectus. The Securities include shares of Common Stock which were issued or are issuable upon the exercise of Warrants owned by the Selling Stockholders, which Warrants were acquired by certain of the Selling Stockholders in one or more private placements by the Company. The Company has filed with the Commission, under the Securities Act, a Registration Statement on Form S-3, of which this Prospectus forms a part, with respect to the resale of the Securities from time to time on the Nasdaq Smallcap Market or in privately-negotiated transactions and has agreed to prepare and file such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective until the Securities are no longer required to be registered for the sale thereof by the Selling Stockholders. 9
Securities Owned Prior Securities Owned to Offering (1)(2) After Offering (1)(2) - --------------------------------------------------------------------------------- ---------------------------------- Shares of Shares of Name of Selling Common Common Stock Percent of Number of Shares of Percent of Shareholder Stock Offered Hereby Common Stock Common Stock Common Stock - -------------------------- ------------- -------------- ------------- -------------------- ------------ Mark Abeshouse 1,751 1,751 * 0 * Aries Domestic Fund, LP 19,360 19,260 * 100 * The Aries Trust 9,768 9,629 * 139 * Atrix-Ventana Investment Co., L.P. 70,306 26,093 * 44,213 * Aurora Capital(3) 1,253 1,253 * 0 * Amnon and Caron Barness 18,637 18,637 * 0 * Delaware Charter TTEE 17,641 17,641 * 0 * Domaco Venture Capital Fund 17,866 17,866 * 0 * S. Edmond Farber 9,833 9,833 * 0 * Sean Gallager 16,489 13,187 * 3,202 * Jim Janis 9,319 9,319 * 0 * Eric M. Javits 1984 Irrevocable Trust(3) 5,000 5,000 * 0 * Peter Kash 20,707 20,707 * 0 * Jared Kash Trust 5,045 5,045 * 0 * Colby Kash Trust 5,045 5,045 * 0 * Peter and Donna Kash 9,629 9,629 * 0 * Scott A. Katzmann 1.751 1,751 * 0 * Robert Klein M.D. 37,278 37,278 * 0 * Martin Kratchman 7,145 7,145 * 0 * Roger S. Lash 23,197 18,637 * 4,560 * Ronald Lazar 8,033 8,033 * 0 * Marathon Agents 4,815 4,815 * 0 * Jeff Bliot Margolis(3) 78,174 78,174 * 0 * Timothy McInerney 31,135 7,510 * 23,625 * S. Leslie Misrock 9,319 9,319 * 0 * William and Catherine Peterson 17,866 17,866 * 0 * Anthony G. Polak 17,641 17,641 * 0 * R.L. Capital Partners, L.P. 17,641 17,641 * 0 * Lindsay A. Rosenwald 104,592 104,592 * 0 * Stephen Lawrence Ross(3) 116,310 81,310 * 35,000 Jonathan E. Rothchild 35,735 35,735 * 0 * Wayne Rubin 3,807 3,807 * 0 * Howard Schain 11,599 9,319 * 2,280 * H.L. and D.M. Shaw 20,587 20,587 * 0 * Eric L. Sichol(3) 5,000 5,000 * 0 * Aaron Speisman 4,815 4,815 * 0 * Suan Investments Inc. 31,869 31,869 * 0 * Mitchel Sutin(3) 7,500 7,500 * 0 * The Tail Wind Fund, Ltd. 744,818 744,818 5.4 0 * United Congregations Mesors 140,088 90,088 * 50,000 * Ronald Martin Urvater(3) 51,404 51,404 * 0 * Ventana Growth Capital Fund V.L.P. 28,704 11,184 * 17,520 * Michael Weiss 9,632 9,632 * 0 * Allen and Terri Wise 4,815 4,815 * 0 * Wolfson Descendants' 1983 Trust 96,297 96,297 * 0 * Kenton Wood 9,319 9,319 * 0 * Zapco Holdings, Inc. Deferred 18,637 18,637 * 0 * Compensation Plan Trust
10 * Less than one percent. (1) Assumes the exercise of all outstanding warrants owned by the Selling Stockholders. (2) Based on shares of Common Stock outstanding as of March 25, 1999 and includes 1,108,765 shares of Common Stock which were issued or are issuable upon the exercise of outstanding warrants owned by the Selling Stockholders. (3) Aurora Capital LLC, and its predecessor, Aurora Capital Corp, with which the designated selling shareholder is affiliated, has provided consulting services to the Company since January 1998. The shares of common stock offered hereby underly warrants issued to the selling shareholders as compensation for their services. 11 PLAN OF DISTRIBUTION The Company will not receive any of the proceeds of the sale of the securities offered hereby. The Securities offered hereby by the Selling Stockholders may be sold from time to time to purchasers directly by any such Selling Stockholder, or by pledgees, donees, transferees or other successors in interest receiving shares from a Selling Stockholder after the date of this Prospectus. As used in this section, the terms "Selling Stockholder" shall be deemed to include pledgees, donees, transferees or other successors in interest. Alternatively, the Selling Stockholders may from time to time offer the Securities through underwriters, brokers, dealers or agents who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders and/or the purchasers of the Securities for whom they may act as agent (which compensation as to a particular broker-dealer might be in excess of customary conditions). The Selling Stockholders and any such underwriters, brokers, dealers or agents who participate in the distribution of the Securities may be deemed to be "underwriters", and any profits on the sale of the Securities by them and any discounts, commissions or concessions received by any such underwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. To the extent the Selling Stockholders may be deemed to be underwriters, the Selling Stockholders may be subject to certain statutory liabilities of the Securities Act, including, but not limited to, Prospectus delivery requirements, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended. Because Selling Stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the Selling Stockholder will be subject to the prospectus delivery requirements of the Securities Act. The Securities offered hereby may be sold from time to time 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, including in transactions on the Nasdaq SmallCap Market. The Securities may be sold by one or more of the following methods without limitation: (i) to underwriters who will acquire Securities for their own account and resell them in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time); (ii) a block trade in which the broker or dealer so engaged will attempt to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iii) purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this Prospectus; (iv) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (v) an exchange distribution in accordance with the rules of such exchange; (vi) face-to-face transactions between sellers and purchasers without a broker or dealer; (vii) through the writing of options; and (viii) other legally available means. At any time a particular offering of Securities is made, a revised Prospectus or Prospectus Supplement, if required, will be distributed including the name or names of any underwriters, brokers, dealers or agents, any discounts, commissions and other items constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Such revised Prospectus or Prospectus Supplement and, if necessary, a post-effective amendment to the registration statement of which this Prospectus is a part, will be filed with the Commission to reflect the disclosure of additional information with respect to the distribution of the Securities. In addition, the Securities may be sold in private transactions to qualified institutional buyers in compliance with Rule 144A or under Rule 144 rather than pursuant to this Prospectus. The Company is bearing all costs relating to the registration of Securities (other than fees and expenses, if any, of counsel or other advisers to the Selling Stockholders). Any commissions, discounts or other fees payable to broker-dealers in connection with any sale of the Securities will be borne by the Selling Stockholders selling such Securities. The Company has agreed to indemnify the Selling Stockholders in certain circumstances against certain liabilities, including liabilities arising under the Securities Act. Each Selling Stockholder has agreed to indemnify the Company, its directors and its officers who sign the Registration Statement against certain liabilities, including liabilities arising under the Securities Act. There is no assurance that any Selling Stockholder will sell any or all of the Securities offered by it hereunder or that any such Selling Stockholder will not transfer, devise or gift such Securities by other means not described herein. Underwriters participating in any offering made pursuant to this Prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions, and discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transaction may receive brokerage or agent's commissions or fees. 12 Upon the Company being notified by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Act, disclosing (i) the name of each such selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares will be or were sold, (iv) the commissions to be or paid or discounts or concessions to be or allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in the prospectus and (vi) other facts material to the transaction. The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Securities by the Selling Stockholders and any other such person. Furthermore, Regulation M may prohibit persons engaged in the distribution of the Securities from simultaneously engaging in market making activities with respect to the particular Securities for a period of up to five business days (or such other applicable period as Regulation M may provide) prior to the commencement of such distribution. All of the foregoing may affect the marketability of the Securities and the ability of any person or entity to engage in market-making activities with respect to the Securities. In order to comply with the securities laws of certain states, if applicable, the Securities will be sold in such jurisdictions, if required, only through registered or licensed brokers or dealers. 13 THE COMPANY We are 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. The Company 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 the Company's 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 31 Newbury Street, Suite 300, Boston, Massachusetts, and the telephone number is (617) 425-0200. In general, our corporate strategy is to seek to (i) fund the early development of our compounds in preclinical development and (ii) enter into corporate partnering arrangements with established pharmaceutical or biotechnology companies to support the continued development of our compounds 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. The Company currently has eight technologies in its product portfolio. Therafectin, a potential treatment for rheumatoid arthritis, was acquired as a result of the Merger. The balance of our technologies currently under development were invented or discovered by researchers working at Harvard University and its affiliated hospitals ("Harvard and its Affiliates") and have been licensed to us. DESCRIPTION OF SECURITIES TO BE REGISTERED General The Company is authorized to issue 25,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, each with a par value $.01 per share. Under the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Board of Directors is authorized, without stockholder approval, to issue such Preferred Stock of the Company 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. As of March 25, 1999, 329,712 shares of Preferred Stock were outstanding as follows: 14,296 shares of Series A Convertible Preferred Stock ("Series A Preferred"), 0 shares of Series B Convertible Preferred Stock ("Series B Preferred") and 315,416 shares of Series C Convertible Preferred Stock ("Series C Preferred"). The rights of the Series A Preferred, Series B Preferred and Series C Preferred are set forth below. The Company also has adopted a Stockholders' Rights Plan, as described below. Shares of the Company's Common Stock are being registered under this Registration Statement. The following is a summary description of the Company's outstanding capital stock and is qualified in its entirety by reference to the Company's Certificate of Incorporation, as amended from time to time, and the Company's Amended and Restated Bylaws, as amended (the "Bylaws"), which are exhibits to or incorporated by reference in the Registration Statement of which this Prospectus is a part. Common Stock Subject to the rights and preferences of the Company's Preferred Stock, holders of Stock, holders of shares of the Common Stock are entitled to receive dividends, as and to the extent dividends may be declared by the Company's Board of Directors, out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, 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 certain rights under a Stockholder Rights Plan (the "Rights Plan") which has been adopted by the Board of Directors of the Company. 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. With certain exceptions, if a person or a group acquires fifteen percent or more of the outstanding shares of the Common Stock, the Rights will separate from the shares of Common Stock and become exercisable. In certain circumstances, once the Rights are exercised, the Rights Plan allows holders of the Rights (other than the person or group acquiring fifteen percent of the Common Stock) to purchase shares of Common Stock at a substantial discount. The Rights will expire in September 2001 unless exercised by the holders or redeemed or exchanged by the Company. The Rights Plan could make it more difficult, and therefore discourage attempts, to acquire control of the Company. This description of the Rights Plan is qualified by reference to the Company's Registration Statement on Form 8-A relating to the Rights Plan, which is incorporated herein by reference and made a part hereof. 14 Series A Convertible Preferred Stock Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking superior to the shares of Series A Preferred, and ratably with respect to the holders of any shares of any Series of Preferred Stock ranking pari passu to the shares of Series A Preferred, with respect to dividends and distributions, the holders of shares of Series A Preferred are entitled to receive dividends and distributions, when and if declared by the Board of Directors out of funds legally available therefor, in preference to the holders of the Common Stock. If the Company declares a dividend or distribution on the Common Stock, the holders of shares of Series A Preferred shall be entitled to receive a dividend or distribution in the amount of the dividend or distribution that would be received by a holder of the shares of Common Stock into which such share of Series A Preferred is then convertible. Subject to certain conditions in the Certificate of Incorporation, if the Company declares a dividend or distribution on any other class or series of Preferred Stock, the holders of shares of Series A Preferred shall be entitled to receive a dividend or distribution in an amount in proportion to the dividend or distribution declared on a share of such other class or series, based upon the liquidation preference of the Company's Series A Preferred relative to that of such other class or series. Each share of Series A Preferred is convertible at any time by the holder into shares of Common Stock at a ratio of 17.53771 shares of Common Stock for each share of Series A Preferred. The Company may, under certain conditions described in the Certificate of Incorporation, cause the conversion of the Series A Preferred, in whole or in part, into Common Stock. The conversion rate of the Series A Preferred is subject to adjustment in the event of a (i) dividend or distribution in Common Stock, (ii) a forward or reverse split of the Common Stock or (iii) issuance of securities pursuant to a reclassification of the Common Stock. In addition, the conversion rate of the Series A Preferred will be adjusted pursuant to certain weighted average anti-dilution provisions of the Certificate of Incorporation in the event that the Company issues Common Stock (or other securities convertible into Common Stock) at a price per share which is lower than both the then effective conversion price of the Series A Preferred and the closing bid price of the Common Stock on The Nasdaq Stock Market immediately prior to the date of such issuance. The Series A Preferred has no sinking fund, preemptive rights or call obligations. Except as required by law and as described in the following sentence, the Series A Preferred votes together with the Common Stock as one class on an as converted basis. The affirmative vote of two-thirds of all outstanding Series A Preferred is required to amend the Certificate of Incorporation or Bylaws so as to adversely affect the rights of the Series A Preferred or authorize the issuance of securities ranking senior to or on parity with the Series A Preferred, so long as 50% of the originally issued shares of Series A Preferred is outstanding. At present, there are less than 50% of the originally issued shares of Series A Preferred outstanding. In the event of a liquidation or sale or other disposition of all or substantially all of the assets of the Company (a "Liquidation Event"), after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred then outstanding shall be entitled to $130.00 per share plus all declared and unpaid dividends thereon out of the assets of the Company available for distribution, before any payment or declaration and setting apart for payment of any amount in respect of the capital stock ranking junior to the Series A Preferred. If the Company's assets are insufficient to permit the payment of such amounts, then the assets shall be distributed ratably among the holders of Series A Preferred. All shares of Series A Preferred shall rank senior to the Common Stock upon a Liquidation Event and, unless the terms of another series shall provide otherwise, senior to all other series of the Company's Preferred Stock. After the payment or distribution to the holders of the Series A Preferred of the full preferential amounts, the holders of shares of the Common Stock and any other shares of Preferred Stock then outstanding will be entitled to receive, pro rata an amount per share equal to $13.00 plus accrued but unpaid dividends, if any, paid to the holders of the Series A Preferred. After the payment or distribution pursuant to the immediately preceding sentence, the holders of shares of the Series A Preferred, the Common Stock and any other shares of Preferred Stock then outstanding will share any remaining assets of the Company on an as converted, pari passu, basis. Series B Preferred Stock and Series C Preferred Stock The holder of each share of Series B Preferred and Series C Preferred are not entitled to receive dividends in any fixed amount. Instead, the holders are entitled to receive such dividends as may be declared by the Board of Directors. Such dividends on the Series B Preferred and Series C Preferred shall not be cumulative and no right to such dividends shall accrue unless and until declared by the Board of Directors. The holders of shares of the Series B Preferred and Series C Preferred are entitled to share equally in any dividend, when, as and if declared by the Board on the Common Stock. Each share of the Series B Preferred and the Series C Preferred initially is convertible at any time at the option of the holder into shares of Common Stock at a ratio of five shares of Common Stock for each share of Series B Preferred or Series C Preferred. Beginning 270 days after the issuance of the Series B Preferred or Series C Preferred, the Company may be required to issue up to one additional share of Common Stock for each share of Common Stock underlying the Series B Preferred or Series C Preferred unless the closing bid price of the Common Stock on the Nasdaq SmallCap Market or the Nasdaq National Market System is at or above $7.00 per share (subject to adjustment to reflect stock splits, stock dividends, etc.) for five consecutive trading days after the date of issuance with respect to the Series B Preferred or, with respect to the Series C 15 Preferred, the date on which a registration statement covering the Common Stock underlying the Series C Preferred shall have been declared effective by the Securities and Exchange Commission. Each share of Series B Preferred and Series C Preferred issued and outstanding on February 5, 2002 and February 18, 2002, respectively, automatically shall be converted into shares of Common Stock at the then effective conversion price. The Series B Preferred and Series C Preferred have no sinking fund provisions, preemptive rights or call obligations. The Series B Preferred and the Series C Preferred may be redeemed by the Company at any time in exchange for a cash payment for each share of Series B Preferred and Series C Preferred equal to $21.45. In addition to the foregoing cash payment, if such redemption occurs the Company will issue warrants to purchase a number of shares of Common Stock equal to 2.5 multiplied by the number of shares of Series B Preferred or Series C Preferred then held by the holder. Except as required by law and by certain provisions of the Certificate of Incorporation which provide for voting rights on matters where: (i) the Company issues equity securities senior to the Series B Preferred or the Series C Preferred or (ii) impairs or reduces the rights of the Series B Preferred or Series C Preferred, all shares of Series B Preferred and Series C Preferred shall be non-voting, and the holders thereof shall not be entitled to vote on any matters until such shares of Series B Preferred and Series C Preferred are converted into shares of Common Stock. In the event of any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of the shares of Series A Preferred, the holders of shares of Series B Preferred, the holders of shares of Series C Preferred, before any distribution payment is made upon any Common Stock, shall be entitled to receive, on a pari passu basis, certain remaining amounts, calculated in accordance with the provisions of the Certificate of Incorporation, filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K, as amended by the Form 10-K/A, for the fiscal year December 31, 1998 and which provisions are hereby incorporated by reference and such description is qualified in all respects by such reference. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia, Pennsylvania. EXPERTS The consolidated financial statements of the Company as of December 31, 1998 and 1997, and for each of the three years in the period ended December 31, 1998, incorporated by reference in this Prospectus from the Annual Report on Form 10-K as amended by the Form 10K/A for the year ended December 31, 1998, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting. AVAILABLE INFORMATION This Prospectus, which constitutes a part of a Registration Statement on Form S- 3 (the "Registration Statement") filed by the Company 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 the Company 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. 16 The Company is subject to the informational requirements of the Exchange Act, and, accordingly, files 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, the Common Stock of the Company is traded on the Nasdaq Smallcap Market and reports and proxy statements concerning the Company 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 the Company (File No. 0-6533) with the Commission are incorporated herein by reference: (a) Annual Report on Form 10-K, as amended by the Form 10-K/A for the fiscal year ended December 31, 1998. (b) The Company's Definitive Proxy Statement dated May 6, 1998 for the Company's 1998 Annual Meeting of Stockholders. (c) Current Reports on Form 8-K filed January 26, 1999, February 5, 1999, and February 16, 1999, and March 15, 1999. (d) The description of certain of the Company's Warrants to purchase Common Stock and certain preferred stock purchase rights related to the Rights Plan which are contained in the Company's 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 the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which 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 statement contained or incorporated by reference 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, the Company 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, 31 Newbury Street, Suite 300, Boston, Massachusetts 02116, telephone number (617) 425-0200. 17 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. TABLE OF CONTENTS - ------------------- PAGE ---- - ------------------------------------------------ Risk Factors 2 - ------------------------------------------------ Use of Proceeds 9 - ------------------------------------------------ Selling Stockholders 9 - ------------------------------------------------ Plan of Distribution 12 - ------------------------------------------------ Description of Securities 14 To be registered - ------------------------------------------------ The Company 14 - ------------------------------------------------ Available Information 16 - ------------------------------------------------ Experts 16 - ------------------------------------------------ Legal Matters 16 - ------------------------------------------------ Incorporation of Certain 17 Documents by Reference - ------------------------------------------------ BOSTON LIFE SCIENCES, INC 1,756,433 Shares of Common Stock ---------- PROSPECTUS ---------- March ___,1999 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 the Company. Securities and Exchange Commission filing fee $ 5,000 ------ Printing expenses 2,000 ------ Legal, accounting and other professional services 5,000 ------ Miscellaneous 3,000 ------ Total $ 15,000 ------ All of the amounts shown are estimates except for the fee payable to the Securities and Exchange Commission. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law authorizes the Company 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, the Company has obtained Directors' and Officers' Liability Insurance, which insures its officers and directors against certain liabilities such persons may incur in their capacities as officers or directors of the Company. Article 6 of the Company's Amended and Restated 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 all of the amounts shown are estimates except for the fee payable to the Securities and Exchange Commission. Article VI of the Company's Amended and Restated 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 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 - ------ -------------------------------- 2.1 Amended and Restated Agreement of Merger, dated as of December 29, 1994, by and between the Company and Greenwich Pharmaceuticals Incorporated. (1) 2.2 Amendment No. 1 to Amended and Restated Agreement of Merger, dated as of April 6, 1995, by and between the Company and Greenwich Pharmaceuticals Incorporated. (2) 4.1 Specimen Common Stock Certificate (3) 4.2 Purchase Agreement dated February 5, 1999 between The Tail Wind Fund, Ltd. and the Company (4) 4.3 Registration Rights Agreement dated February 5, 1999 between The Tail Wind Fund, Ltd. and the Company (4) 4.4 Common Stock Purchase Warrant received by The Tail Wind Fund, Ltd. (5) 4.5 Form of Common Stock Purchase Warrant received by certain selling shareholders.(5) 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP (5) 23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its opinion filed as exhibit 5 hereto) 23.2 Consent of Pricewaterhouse Coopers LLP (5) 24 Power of Attorney (included on signature pages to this Registration Statement) __________ (1) Incorporated by reference to Greenwich's Annual Report on Form 10-K for the year ended December 31, 1994. (2) Incorporated by reference to the Registration Statement of Greenwich Pharmaceuticals Incorporated on Form S-4, Registration No. 33-91106. (3) 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 (4) Incorporated by reference to Boston Life Sciences, Inc.'s Annual Report on Form 10-K, as amended by the Form 10K/A for the year ended December 31, 1998. (5) Included herein ITEM 17. UNDERTAKINGS A. Rule 415 Offering The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales 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-2 (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. II-3 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 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 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 March 26, 1999. BOSTON LIFE SCIENCES, INC. By: /s/ S. David Hillson S. David Hillson President and Chief Executive Officer 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. Signature Title Date - ------------------------ ---------------------------------- -------------- /s/ S. David Hillson President and Chief Executive March 26, 1999 - ------------------------ Officer and Director (Principal S. David Hillson Executive Officer) /s/ Marc E. Lanser Director, Executive Vice President March 26, 1999 - ------------------------ and Chief Scientific Officer Marc E. Lanser, M.D. /s/ Joseph P. Hernon Vice President and Chief Financial March 26, 1999 - ------------------------ Officer (Principal Financial and Joseph P. Hernon Accounting Officer) /s/ Colin B. Bier Director March 26, 1999 - ------------------------ Colin B. Bier, Ph.D. /s/ Edson D. de Castro Director and Chairman March 26, 1999 - ------------------------ Edson D. de Castro /s/ Adrian M. Gerber Director March 26, 1999 - ------------------------ Adrian Gerber II-5 Signature Title Date - -------------------------- ---------------------------------- -------------- /s/ Ira W. Lieberman Director March 26, 1999 - -------------------------- Ira W. Lieberman, Ph.D. /s/ E. Christopher Palmer Director March 26, 1999 - -------------------------- E. Christopher Palmer, CPA Exhibit Number Description and Method of Filing - ------ -------------------------------- 2.1 Amended and Restated Agreement of Merger, dated as of December 29, 1994, by and between the Company and Greenwich Pharmaceuticals Incorporated. (1) 2.2 Amendment No. 1 to Amended and Restated Agreement of Merger, dated as of April 6, 1995, by and between the Company and Greenwich Pharmaceuticals Incorporated. (2) 4.1 Specimen Common Stock Certificate (3) 4.2 Purchase Agreement dated February 5, 1999 between The Tail Wind Fund, Ltd. and the Company (4) 4.3 Registration Rights Agreement dated February 5, 1999 between The Tail Wind Fund, Ltd. and the Company (4) 4.4 Common Stock Purchase Warrant received by The Tail Wind Fund, Ltd. (5) 4.5 Form of Common Stock Purchase Warrant received by certain selling shareholders.(5) 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP (5) 23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its opinion filed as exhibit 5 hereto) 23.2 Consent of Pricewaterhouse Coopers LLP (5) 24 Power of Attorney (included on signature pages to this Registration Statement) __________ (1) Incorporated by reference to Greenwich's Annual Report on Form 10-K for the year ended December 31, 1994. (2) Incorporated by reference to the Registration Statement of Greenwich Pharmaceuticals Incorporated on Form S-4, Registration No. 33-91106. (3) 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 (4) Incorporated by reference to Boston Life Sciences, Inc.'s Annual Report on Form 10-K, as amended by the Form 10K/A for the year ended December 31, 1998. (5) Included herein II-6 EX-4.4 2 COMMON STOCK PURCHASE WARRANT EXHIBIT 4.4 THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW. BOSTON LIFE SCIENCES, INC. Warrant for the Purchase of Shares of ------------------------------------- Common Stock ------------ NO. BLSI - J-33 97,150 SHARES FOR VALUE RECEIVED, BOSTON LIFE SCIENCES, INC., A Delaware corporation (the "COMPANY"), hereby certifies that The Tail Wind Fund, Ltd. or its permitted assigns, is entitled to purchase from the Company, at any time or from time to time commencing on February 5, 1999 (the "Initial Exercise Date") and prior to 5:00 P. M., New York City time, on February 10, 2004 (the "Termination Date"), 97,150 fully paid and non-assessable shares of the Common Stock, $.01 par value per share, of the Company for an aggregate purchase price of $467,291.50 computed on the basis of $4.810 per share [equal to the Closing Bid Price for the Common Stock on the NASDAQ Stock Market on the Trading Day prior to the closing date]. (Hereinafter, (i) said Common Stock, together with any other equity securities which may be issued by the Company with respect thereto or in substitution therefor, is referred to as the "COMMON STOCK", (ii) the shares of the Common Stock purchasable hereunder or under any other Warrant (as hereinafter defined) are referred to as the "WARRANT SHARES", (iii) the aggregate purchase price payable for the Warrant Shares hereunder is referred to as the "AGGREGATE WARRANT PRICE", (iv) the price payable for each of the Warrant Shares hereunder is referred to as the "PER SHARE WARRANT PRICE", (v) this Warrant, all similar Warrants issued on the date hereof and all warrants hereafter issued in exchange or substitution for this Warrant or such similar Warrants are referred to as the "WARRANTS" and (vi) the holder of this Warrant is referred to as the "HOLDER" and the holder of this Warrant and all other Warrants or Warrant Shares issued upon the exercise of any Warrant are referred to as the "HOLDERS"). The Per Share Warrant Price and the number of Warrant Shares purchasable on exercise of this Warrant shall be subject to adjustment as hereinafter provided. 1 1. EXERCISE OF WARRANT ------------------- (a) This Warrant may be exercised, in whole at any time or in part from time to time, commencing on the Initial Exercise Date and prior to 5:00 P.M. New York City time, on the Termination Date by the holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part, with payment for Warrant Shares made by certified or official bank check payable to the order of the Company; or (b) If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of the Common Stock and the Holder is entitled to receive a new Warrant covering the Warrant Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon surrender of this Warrant, the Company will (i) within a reasonable time but not longer than five (5) business days issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, if any, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. RESERVATION OF WARRANT SHARES; LISTING. The Company agrees that, -------------------------------------- prior to the expiration of this Warrant, the Company will at all times (a) have authorized and in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer, except for the restrictions on sale or transfer set forth in the Securities Act of 1933, as amended (the "ACT"), and restrictions created by or on behalf of the Holder, and free and clear of all preemptive rights and rights of first refusal; and (b) if the Company prepares and files a registration statement covering the shares of Common Stock issued or issuable upon exercise of this Warrant with the Securities and Exchange Commission (the "SEC") which registration statement is declared effective by the SEC under the Act and the Company lists its Common Stock on any national securities exchange, it will use its best efforts to cause the shares of Common Stock subject to this Warrant to be listed on such exchange. 3. PROTECTION AGAINST DILUTION. --------------------------- (a) If, at any time or from time to time after the date of the Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor in the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, which is equivalent to not more than 5% of the Company's net worth) (any such non-excluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current Market Price of the Common Stock less the fair market value (as determined in good faith by the 2 Company's Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then current Market Price of the Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) No adjustment in the Per Share Warrant Price shall be required in the case of the issuance by the Company of (a) Common Stock pursuant to the exercise of any Warrant, (b) options or warrants to purchase Common Stock (including the exercise thereof) issued or sold to employees, officers or directors of or consultants and advisers to the Company or any subsidiary thereof, and (c) shares of Common Stock issued or sold pursuant to stock purchase or stock option plans or other similar arrangements that are approved by the Company's Board of Directors. (d) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Subsection 3(d) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a 3 consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (e) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (f) If and whenever an adjustment to the Purchase Price of the Shares is made pursuant to Section 7.1 of the Purchase Agreement, then the Per Share Warrant Price shall be adjusted downward to equal such lower price. (g) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by -------- ------- reason of this Subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, -------- -------- however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(g)) not later than such times as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this section 3 shall be made to the nearest cent or to the nearest 1/100th of share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (h) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (i) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose reasonable determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. 4. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the ----------------------- Common Stock represented by each and every certificate of Warrant Shares delivered on the exercise of this Warrant will be validly issued and outstanding, fully paid and nonassessable, and not subject 4 to preemptive rights or rights of first refusal, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all Federal and State stamp, original issue or similar taxes which may be payable in respect of the issue of any Warrant Share or any certificate thereof. 5. REGISTRATION UNDER SECURITIES ACT OF 1933. The initial holder of this ----------------------------------------- Warrant is entitled to the benefit of certain registration rights in respect of the Warrant Shares as provided in the Registration Rights Agreement dated as of February 5, 1999. 6. LIMITED TRANSFERABILITY. This Warrant may not be sold, transferred, ----------------------- assigned or hypothecated by the Holder (a) except in compliance with the provisions of the Act and the applicable state securities "blue sky" laws, and (b) until the first anniversary hereof except (i) to any successor firm or corporation of The Tail Wind Fund, Ltd., (ii) to any of the officers or employees of The Tail Wind Fund, Ltd., or any such successor firm or (iii) in the case of an individual, pursuant to such individual's last will and testament or the laws of descent and distribution, and is so transferable only upon the books of the Company which it shall cause to be maintained for such purpose. The Company may treat the registered Holder of this Warrant as he or it appears on the Company's books at any time as the Holder for all purposes. The Company shall permit any Holder of a Warrant or his duly authorized attorney, upon written request during ordinary business hours, to inspect and copy or make extracts from its books showing the registered holders of Warrants. All warrants issued upon the transfer or assignment of this Warrant will be dated the same date as this Warrant, and all rights of the holder thereof shall be identical to those of the Holder. 7. LOSS, ETC., OF WARRANT. Upon receipt of evidence reasonably ---------------------- satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided herein, ------------------------------ this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof. 9. COMMUNICATION. No notice or other communication under this Warrant ------------- shall be effective unless, but any notice or other communication shall be effective and shall be deemed to have been given if, the same is in writing and is mailed by first-class mail, postage prepaid, addressed to: (a) The Company at 31 Newbury Street, Suite 300, Boston, MA 02116 or other address as the Company has designated in writing to the Holder, or (b) the Holder at The Tail Wind Fund, Ltd., European American Securities, Inc., One Reagent Street, 4/th/ Floor, London, SW1Y 4NS, England Attn: Mr. David Crook and The Tail Wind Fund, Ltd., Windermere House, 404 East Bay Street, PO Box SS-5539, Nassau, Bahamas Attn: J. McCarroll or other such address as the Holder has designated in writing to the Company. 5 10. HEADINGS. The headings of this Warrant have been inserted as a matter -------- of convenience and shall not affect the construction hereof. 11. APPLICABLE LAW. This Warrant shall be governed by and construed in -------------- accordance with the law of the State of Delaware without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and attested to by its Secretary on the dates indicated below. BOSTON LIFE SCIENCES, INC. By: /s/ David Hillson ----------------------- David Hillson President Date: February 5, 1999 ---------------------- ATTEST: /s/ Joseph Hernon - ------------------------- Secretary Date: February 5, 1999 -------------------- 6 SUBSCRIPTION ------------ The undersigned, _______________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to Subscribe for and purchase __________ shares of the Common Stock, par value $.01 per share, of Boston Life Sciences, Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant. Dated:__________________ Signature:____________________________ Address: ____________________________ ____________________________ ASSIGNMENT ---------- FOR VALUE RECEIVED______________ hereby sells, assigns and transfers unto ______________________the foregoing Warrant and all right evidenced thereby, and does irrevocably constitute and appoint __________________________, attorney, to transfer said Warrant on the books of Boston Life Sciences, Inc. Dated:__________________ Signature:____________________________ Address: ____________________________ ____________________________ PARTIAL ASSIGNMENT ------------------ FOR VALUE RECEIVED __________________ hereby assigns and transfers unto ________________________ the right to purchase ___________ shares of the Common Stock, par value $.01 per share, of Boston Life Sciences, Inc. covered by the foregoing Warrant, and a proportionate part of said Warrant and the rights evidenced thereby, and does irrevocably constitute and appoint ________________, attorney, to transfer that part of said Warrant on the books of Boston Life Sciences, Inc. Dated:__________________ Signature:____________________________ Address: ____________________________ ____________________________ 7 EX-4.5 3 FORM OF COMMON STOCK PURCHASE WARRANT EXHIBIT 4.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE STATE SECURITIES LAWS. BOSTON LIFE SCIENCES, INC. Warrant for the Purchase of Shares of -------------------------------------- Common Stock ------------ NO. BLSI - [INSERT NUMBER] [INSERT NUMBER] SHARES FOR VALUE RECEIVED, BOSTON LIFE SCIENCES, INC., A Delaware corporation (the "COMPANY"), hereby certifies that [INSERT NAME] or his permitted assigns, is entitled to purchase from the Company, at any time or from time to time commencing on [insert date] (the "Initial Exercise Date") and prior to 5:00 P. M., New York City time, on [insert date] (the "Termination Date"), [INSERT NUMBER] fully paid and non-assessable shares of the Common Stock, $.01 par value per share, of the Company for an aggregate purchase price of [insert price] computed on the basis of [insert price] per share. (Hereinafter, (i) said Common Stock, together with any other equity securities which may be issued by the Company with respect thereto or in substitution therefor, is referred to as the "COMMON STOCK", (ii) the shares of the Common Stock purchasable hereunder or under any other Warrant (as hereinafter defined) are referred to as the "WARRANT SHARES", (iii) the aggregate purchase price payable for the Warrant Shares hereunder is referred to as the "AGGREGATE WARRANT PRICE", (iv) the price payable for each of the Warrant Shares hereunder is referred to as the "PER SHARE WARRANT PRICE", (v) this Warrant, all similar Warrants issued on the date hereof and all warrants hereafter issued in exchange or substitution for this Warrant or such similar Warrants are referred to as the "WARRANTS" and (vi) the holder of this Warrant is referred to as the "HOLDER" and the holder of this Warrant and all other Warrants or Warrant Shares issued upon the exercise of any Warrant are referred to as the "HOLDERS"). The Aggregate Warrant Price is not subject to adjustment. The Per Share Warrant Price is subject to adjustment as hereinafter provided; in the event of any such adjustment, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. 1. EXERCISE OF WARRANT ------------------- (a) This Warrant may be exercised, in whole at any time or in part from time to time, commencing on the Initial Exercise Date and prior to 5:00 P.M. New York City time, on the Termination Date by the holder by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part, with payment for Warrant Shares made by certified or official bank check payable to the order of the Company. (b) If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of the Common Stock and the Holder is entitled to receive a new Warrant covering the Warrant Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon surrender of this Warrant, the Company will (i) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, if any, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant. 2. RESERVATION OF WARRANT SHARES; LISTING. The Company agrees that, -------------------------------------- prior to the expiration of this Warrant, the Company will at all times (a) have authorized and in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the shares of the Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer, except for the restrictions on sale or transfer set forth in the Securities Act of 1933, as amended (the "ACT"), and restrictions created by or on behalf of the Holder, and free and clear of all preemptive rights and rights of first refusal; and (b) if the Company prepares and files a registration statement covering the shares of Common Stock issued or issuable upon exercise of this Warrant with the Securities and Exchange Commission (the "SEC") which registration statement is declared effective by the SEC under the Act and the Company lists its Common Stock on any national securities exchange, it will use its best efforts to cause the shares of Common Stock subject to this Warrant to be listed on such exchange. 3. PROTECTION AGAINST DILUTION. --------------------------- (a) If, at any time or from time to time after the date of the Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor in the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, which is equivalent to not more than 5% of the Company's net worth) (any such non-excluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current Market Price of the Common Stock less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets 2 issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then current Market Price of the Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a great number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) Except as provided in Subsections 3(a) and 3(d), in case the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock, or any rights, options or warrants to purchase Common Stock or any securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "TOTAL CONSIDERATION") by (ii) the number of additional shares of Common Stock issuable upon exercise or conversion of such securities) less than the then current Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of shares of Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of Common Stock issuable upon exercise or conversion of such securities. (d) No adjustment in the Per Share Warrant Price shall be required in the case of the issuance by the Company of (a) Common Stock pursuant to the exercise of any Warrant, (b) options or warrants to purchase Common Stock (including the exercise thereof) issued or sold to employees, officers or directors of or consultants and advisers to the Company or any subsidiary thereof, and (c) shares of Common Stock issued or sold pursuant to stock purchase or stock option plans or other similar arrangements that are approved by the Company's Board of Directors. (e) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory 3 exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Subsection 3(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (f) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (g) No adjustment in the Per Share Warranty Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by -------- ------- reason of this Subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, -------- ------- however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(g)) not later than such times as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this section 3 shall be made to the nearest cent or to the nearest 1/100th of share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. 4 (h) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (i) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (j) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. 4. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the ----------------------- Common Stock represented by each and every certificate of Warrant Shares delivered on the exercise of this Warrant be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights or rights of first refusal, and the Company will take all such actions as may be necessary to assure that the par value or stated value, if any, per share of the Common Stock is at all times equal to or less than the then Per Share Warrant Price. The Company further covenants and agrees that it will pay, when due and payable, any and all Federal and State stamp, original issue or similar taxes which may be payable in respect of the issue of any Warrant Share or any certificate thereof. 5. REGISTRATION UNDER SECURITIES ACT OF 1933. ----------------------------------------- (a) The Company agrees that if, at any time during the period commencing on the date hereof and ending on the Termination Date, the Holder and/or the Holders of any other Warrants and Warrant Shares which have not previously been registered under the Act or which are not freely transferable without registration under the Act due to the lapse of time or otherwise and who or which shall hold greater than 50% of the Warrant Shares issued or is issuable upon the exercise of the Warrants, shall request that the Company file a registration statement under the Act covering not less than 50% of the shares of the Warrant Shares issued or issuable upon the exercise of the Warrants, the Company will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such holders will be included in such registration statement at the Holder's and such holders' request, (ii) cause such registration statement to cover all such Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Common Stock which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will use its best efforts to maintain such compliance with 5 each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of other disposition; provided, however, that such period and the period during which the Company is required to keep the registration statement effective in connection with this Section 5(a) shall not exceed the earlier of (A) 120 days from the date of effectiveness of such registration statement under the Act and (B) the date upon which the Holders have completed the sale or other disposition of the Warrant Shares. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only. (b) The Company agrees that if, at any time and from time to time during the period commencing on the date hereof and ending on the Termination Date, the Board of Directors of the Company shall authorize the filing of a registration statement under the Act (other than the initial public offering of the Company's Common Stock and otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8, S-4 or other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such holders will be included in such registration statement at the Holder's and such holders' request, (ii) cause such registration statement to cover all of such Common Stock which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Common Stock which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale or other disposition; provided, however, that such period and the period during which the Company is required to keep the registration statement effective in connection with this Section 5(b) shall not exceed the earlier of (A) 120 days from the date of effectiveness of such registration statement under the Act and (B) the date upon which the Holders have completed the sale or other disposition of the Warrant Shares; provided, further, however that such period shall be extended for a period of time, not to exceed 120 days, equal to the period the Holders refrain from selling or disposing of any Warrant Shares in such registration at the request of the underwriter. (c) Whenever the Company is required pursuant to the provisions of this Section 5 to include in a registration statement Warrant Shares, the Company shall (i) furnish each Holder of any such Warrant Shares and each underwriter of such Common Stock with such copies of the prospectus, including the preliminary prospectus, conforming to the Act (and such other documents as each such Holder or each such underwriter may reasonably request) in order to facilitate the sale or distribution of such Common Stock, (ii) use its best efforts to register or qualify such Common Stock under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions as the Holders of any Common Stock and each underwriter of such Common Stock being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall have reasonably requested that such Common Stock be sold; provided, however that the foregoing "piggyback" registration right shall be subject to the cutback in the sole discretion of the underwriter for the Company. 6 (d) The Company shall pay all expenses incurred in connection with any registration statement or other action pursuant to the provision of this Section 5, other than underwriting discounts and applicable transfer taxes relating to the Warrant Shares. (e) The Company will indemnify the holders of Warrant Shares which are included in each registration statement referred to in Subsection 5(a) and 5(b), and the underwriters of such Common Stock, substantially to the same extent as is customary for indemnification and contribution provisions in favor or underwriters and selling shareholders of similar offerings, and such Holders will indemnify the Company (and the underwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the underwriters indemnify the Company. (f) If the Company shall at any time have completed a public offering of shares of its Common Stock, it shall thereafter take such steps as may be necessary to register it's Common Stock, as the case may be, under Section 12 of the Securities Exchange Act of 1934, as amended, use its best efforts to maintain such status, and to file with the Securities and Exchange Commission all current reports and the information as may be necessary to enable the Holder to effect sales of its shares in reliance upon Rule 144 promulgated under the Act. 6. LIMITED TRANSFERABILITY. This Warrant may not be sold, transferred, ------------------------ assigned or hypothecated by the Holder (a) except in compliance with the provisions of the Act and the applicable state securities "blue sky" laws, and (b) until the first anniversary hereof except (i) to any successor firm or corporation of Paramount Capital, Inc., (ii) to any of the officers or employees of Paramount Capital, Inc., or any such successor firm or (iii) in the case of an individual, pursuant to such individual's last will and testament or the laws of descent and distribution, and is so transferable only upon the books of the Company which it shall cause to me maintained for such purpose. The Company may treat the registered Holder of this Warrant as he or it appears on the Company's books at any time as the Holder for all purposes. The Company shall permit any Holder of a Warrant or his duly authorized attorney, upon written request during ordinary business hours, to inspect and copy or make extracts from its books showing the registered holders of Warrants. All warrants issued upon the transfer or assignment of this Warrant will be dated the same date as this Warrant, and all rights of the holder thereof shall be identical to those of the Holder. 7. LOSS, ETC., OF WARRANT. Upon receipt of evidence satisfactory to the ---------------------- Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination. 8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided herein, ------------------------------ this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof. 7 9. COMMUNICATION. No notice or other communication under this Warrant ------------- shall be effective unless, but any notice or other communication shall be effective and shall be deemed to have been given if, the same is in writing and is mailed by first-class mail, postage prepaid, addressed to: (a) The Company at 31 Newbury Street, Suite 300, Boston, Massachusetts 02116 or other address as the Company has designated in writing to the Holder, or (b) the Holder at [insert address] or other such address as the Holder has designated in writing to the Company. 10. HEADINGS. The headings of this Warrant have been inserted as a matter -------- of convenience and shall not affect the construction hereof. 11. APPLICABLE LAW. This Warrant shall be governed by and construed in -------------- accordance with the law of the State of Delaware without giving effect to the principles of conflicts of law thereof. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President and attested to by its Chief Financial Officer this [insert date]. BOSTON LIFE SCIENCES, INC. By:_______________________ Chief Executive Officer ATTEST: _______________________ Chief Financial Officer 8 SUBSCRIPTION ------------ The undersigned, _______________________, pursuant to the provisions of the foregoing Warrant, hereby agrees to Subscribe for and purchase ________________ shares of the Common Stock, par value $.01 per share, of Boston Life Sciences, Inc. covered by said Warrant, and makes payment therefor in full at the price per share provided by said Warrant. Dated:__________________ Signature:______________________________ Address:________________________________ ________________________________ ASSIGNMENT ---------- FOR VALUE RECEIVED______________ hereby sells, assigns and transfers unto ______________________the foregoing Warrant and all right evidenced thereby, and does irrevocably constitute and appoint ________________________, attorney, to transfer said Warrant on the books of Boston Life Sciences, Inc. Dated:__________________ Signature:______________________________ Address:________________________________ ________________________________ PARTIAL ASSIGNMENT ------------------ FOR VALUE RECEIVED __________________ hereby assigns and transfers unto ________________________ the right to purchase ___________ shares of the Common Stock, par value $.01 per share, of Boston Life Sciences, Inc. covered by the foregoing Warrant, and a proportionate part of said Warrant and the rights evidenced thereby, and does irrevocably constitute and appoint ____________________________, attorney, to transfer that part of said Warrant on the books of Boston Life Sciences, Inc. Dated:__________________ Signature:______________________________ Address:________________________________ ________________________________ 9 EX-5 4 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL Exhibit 5 March 26, 1999 Boston Life Sciences, Inc. 31 Newbury Street Suite 300 Boston, MA 02116 Re: Registration Statement on Form S-3 ---------------------------------- Gentlemen: We have acted as special counsel to Boston Life Sciences, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 1,756,433 shares of common stock of the Company, par value $.01 per share (the "Shares"), proposed to be sold by certain Selling Stockholders named in the Registration Statement on Form S-3 (the "Registration Statement"). In rendering our opinion, we have reviewed and relied upon such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the Shares to be sold by the Selling Stockholders have been duly authorized and, when duly executed, delivered, issued and paid for, will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement with respect to the offering of the Shares and the reference to the firm in the section of the Registration Statement entitled "Legal Matters." This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23.2 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Boston Life Sciences, Inc., (the "Company") on Form S-3 for 1,756,433 shares of common stock of our report dated March 11, 1999, on our audits of the consolidated financial statements of the Company as of December 31, 1998 and 1997, and for each of the three years in the period ended December 31, 1998, which report is included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 1998. PricewaterhouseCoopers LLP Boston, Massachusetts March 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----