8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 14, 2005

Boston Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-06533	87-0277826
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20 Newbury Street, 5^th Floor, Boston, MA 02116

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code (617) 425-0200

(Former name or former address, if changed since last report.)

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

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

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

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

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

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 8, 2005, Boston Life Sciences, Inc., a Delaware corporation (the “Registrant”), received a Staff Determination from The Nasdaq Stock Market indicating that its common stock was no longer eligible to be listed on The Nasdaq SmallCap Market because its common stock closed below $1.00 per share for a period of 30 consecutive business days prior to August 9, 2004, and therefore did not meet the continued inclusion requirement set forth in Nasdaq Marketplace Rule 4310(c)(4). In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Registrant was provided 180 calendar days, or until February 7, 2005, to demonstrate compliance with the rule. The Registrant’s common stock did not meet the $1.00 minimum closing bid price for a minimum of ten consecutive business days, it is subject to delisting from The Nasdaq SmallCap Market at the opening of business on February 17, 2005. The Registrant will request a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff Determination. There can be no assurance that the Panel will grant the Registrant’s request for continued listing. The Registrant’s common stock will remain listed on The Nasdaq SmallCap Market pending the outcome of the hearing.

In an effort to regain compliance with the continued listing standards for Nasdaq SmallCap issuers, the Company effected a one-for-five reverse stock split effective on February 4, 2005. The Company believes that if its common stock continues to trade above the $1.00 minimum bid price for a period of at least ten trading days as required by the Nasdaq Marketplace Rules, Nasdaq may, in its sole discretion, determine that the Registrant has regained compliance with the minimum bid price requirement and eliminate the need for a formal hearing. Since February 7, 2005, the Company’s common stock has closed above the required $1.00 minimum bid price; however, there can be no assurance that the Company’s common stock will continue to close above the required $1.00 minimum bid price or that the Company will meet the other requirements for continued listing on The Nasdaq SmallCap Market.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
	See Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Boston Life Sciences, Inc.
By:	/s/ Joseph Hernon
	Joseph Hernon
	Chief Financial Officer and Secretary

Dated: February 14, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Boston Life Sciences, Inc. on February 11, 2005.

EX-99.1

Exhibit 99.1

Boston Life Sciences Receives Delisting Notice from Nasdaq

Reverse stock split recently completed in an effort to regain compliance

BOSTON—February 11, 2005—Boston Life Sciences, Inc. (NASDAQ: BLSID) announced that it received a Staff Determination from The Nasdaq Stock Market on February 8, 2005 indicating that its common stock was no longer eligible to be listed on The Nasdaq SmallCap Market because its common stock closed below $1.00 per share for a period of 30 consecutive business days prior to August 9, 2004, and therefore did not meet the continued inclusion requirement set forth in Nasdaq Marketplace Rule 4310(c)(4). In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or until February 7, 2005, to demonstrate compliance with the rule. The Company’s common stock did not meet the $1.00 minimum closing bid price for a minimum of ten consecutive business days prior to February 7, 2005, and accordingly, it is subject to delisting from The Nasdaq SmallCap Market at the opening of business on February 17, 2005.

The Company will request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff Determination. There can be no assurance that the Panel will grant the Company’s request for continued listing. The Company’s common stock will remain listed on The Nasdaq SmallCap Market pending the outcome of the hearing.

In an effort to regain compliance with the continued listing standards for Nasdaq SmallCap issuers, the Company effected a one-for-five reverse stock split effective on February 4, 2005. The Company believes that if its common stock continues to trade above the $1.00 minimum bid price for a period of at least ten trading days as required by the Nasdaq Marketplace Rules, Nasdaq may, in its sole discretion, determine that the Company has regained compliance with the minimum bid price requirement and eliminate the need for a formal hearing. Since February 7, 2005, the Company’s common stock has closed above the required $1.00 minimum bid price; however, there can be no assurance that the Company’s common stock will continue to close above the required $1.00 minimum bid price or that the Company will meet the other requirements for continued listing on The Nasdaq SmallCap Market.

ABOUT BOSTON LIFE SCIENCES, INC.

Boston Life Sciences, Inc. (BLSID) is engaged in the research and clinical development of novel diagnostic and therapeutic products for central nervous system (CNS) disorders. ALTROPANE(R), the company’s lead program, is in Phase III for the diagnosis of Parkinson’s disease and Phase II for the diagnosis of Attention Deficit Hyperactivity Disorder (ADHD). The Company’s research and pre-clinical CNS programs include Inosine for the treatment of stroke and O-1369 for the treatment of Parkinson’s disease. BLSI’s current research collaborations include Harvard Medical School, Children’s Hospital of Boston and the University of Massachusetts-Worcester.

Statements in this press release regarding management’s future expectations, beliefs, goals, plans or prospects, including its ability to regain compliance with the continued listing standards of

The Nasdaq Stock Market, Inc., constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including those factors contained in the Company’s Annual Report on 10-K filed with the Securities and Exchange Commission under the section “Risk Factors,” as well as other documents that may be filed by Boston Life Sciences from time to time with the Securities and Exchange Commission. As a result of such risks, the Company’s actual results may differ materially from the results discussed in or implied by the forward-looking statements contained herein. Forward-looking statements include statements regarding Boston Life Sciences’ expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “believe,” “estimate,” “intend,” “should” and “will” or similar words. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Our logo, trademarks, and service marks are the property of Boston Life Sciences, Inc. All other trade names, trademarks, or service marks are property of their respective owners and are not the property of Boston Life Sciences, Inc.

CONTACT: Boston Life Sciences, Inc.

Joseph Hernon, 617-425-0200

Jhernon@Bostonlifesciences.Com

SOURCE: Boston Life Sciences, Inc.