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): March 15, 2005 (March 9, 2005)

Boston Life Sciences, Inc.

(Exact Name of Registrant as Specified in Charter)

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

20 Newbury Street, 5th Floor, Boston, Massachusetts	02116
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

(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)

¨ 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 1.01. Entry into a Material Definitive Agreement.

Common Stock Purchase Agreement

On March 9, 2005, Boston Life Sciences, Inc., a Delaware corporation (the “Company”) entered into a common stock purchase agreement with a group of accredited investors pursuant to which the Company issued and sold 2,000,000 shares of its common stock, raising gross proceeds of $5.0 million (the “Financing”). The purchase price of each share of common stock sold in the Financing was $2.50.

In connection with the Financing, the Company has agreed to file a registration statement relating to the resale of the common stock sold in the Financing upon request of the investors. All shares purchased by the investors in the Financing are subject to a minimum holding period of one year.

Robert L. Gipson, who serves as a Senior Director of Ingalls & Snyder, LLC and a General Partner of Ingalls & Snyder Value Partners, L.P. (“ISVP”), purchased shares of common stock in the Financing. Mr. Gipson served as a director of the Company from June 15, 2004 until October 28, 2004. According to a Schedule 13G filed with the Securities and Exchange Commission on March 10, 2005, Mr. Gipson beneficially owned 10.0% of the outstanding common stock of the Company after the Financing.

The Company has made representations and warranties to the purchasers in the financing under the common stock purchase agreement about matters that are customarily included in financings of this nature. These matters include capitalization, SEC filings, listing and maintenance requirements, financial statements, absence of material adverse changes, due authorization and valid issuance of the purchased shares, private offering, brokers fees, compliance, investment company status, no violations and non-contravention and organization. The representations and warranties will survive for one year after the closing. The Company has agreed to indemnify the purchasers against damages with respect to breaches of the representations, warranties, covenants and agreements of the Company in the common stock purchase agreement.

Amended and Restated Registration Rights Agreement

In connection with the execution of the common stock purchase agreement, the Company entered into an amended and restated registration rights agreement with the holders named therein on March 9, 2005. Pursuant to the terms of the amended and restated registration rights agreement, the Company has agreed to register, under the Securities Act of 1933, as amended (the “Securities Act”), (i) the shares of common stock issued under the common stock purchase agreement, (ii) the shares of common stock issued upon the exercise of the warrant issued to ISVP to purchase 100,000 shares of the Company’s common stock, (iii) the shares of common stock issued upon the exercise of the warrant issued to Robert L. Gipson to purchase 200,000 shares of the Company’s common stock and (iv) the shares of common stock issued upon the exercise of the warrant issued to Nikolaos D. Monoyios to purchase 164,025 shares of the Company’s common stock (collectively, the “Registrable Securities”), if requested to do so by

the holders. If the Company files a registration statement for its own account, the holders of the Registrable Securities generally will have the right to include their Registrable Securities in such registration. The Company has also made other customary agreements in connection with such registrations, including matters relating to indemnification, payment of expenses and compliance with state “blue sky” laws.

Item 2.02. Results of Operations and Financial Condition.

On March 9, 2005, Boston Life Sciences, Inc. announced certain of its financial results for the year ended December 31, 2004. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 3.02. Unregistered Sales of Equity Securities.

On March 9, 2005, pursuant to the terms of a common stock purchase agreement described under the heading, “Item 1.01. Entry into a Material Definitive Agreement—Common Stock Purchase Agreement” above, the Company sold an aggregate of 2,000,000 shares of its common stock at a per share cash purchase price of $2.50. The Company received gross proceeds from the sale of $5.0 million.

The foregoing sale was made in reliance upon an exemption from the registration provisions of the Securities Act, set forth in Section 4(2) thereof, relative to sales by an issuer not involving any public offering, and the rules and regulations thereunder.

Item 3.03. Material Modification to Rights of Security Holders.

As a condition to the consummation of the Financing, the Company entered into amendment No. 5 (“Amendment No. 5”) to the Rights Agreement dated as of September 11, 2001 between the Company and Continental Stock Transfer & Trust Company, as rights agent, as amended to date (the “Rights Agreement”).

Pursuant to the terms of Amendment No. 5, all purchasers of shares of the Company’s common stock under the common stock purchase agreement described under the heading, “Item 1.01. Entry into a Material Definitive Agreement—Common Stock Purchase Agreement” above, are exempt from being an “Acquiring Person” under the Rights Agreement.

Amendment No. 5 is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to such exhibit.

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Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

The exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed.

4.1 Amendment No. 5 to the Rights Agreement dated as of September 11, 2001 between Boston Life Sciences, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

99.1 Press Release issued by Boston Life Sciences, Inc. on March 9, 2005.

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SIGNATURE

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

	BOSTON LIFE SCIENCES, INC.
Date: March 15, 2005	By:	/s/ Joseph Hernon
		Joseph Hernon Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment No. 5 to the Rights Agreement dated as of September 11, 2001 between Boston Life Sciences, Inc. and Continental Stock Transfer & Trust Company, as rights agent.
99.1	Press Release issued by Boston Life Sciences, Inc. on March 9, 2005.

EX-4.1

Exhibit 4.1

AMENDMENT NO. 5 TO RIGHTS AGREEMENT

This AMENDMENT NO. 5 made as of the 14th day of March, 2005, between Boston Life Sciences, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a Delaware corporation (“Continental”), as Rights Agent under that certain Rights Agreement between the Company and Continental, dated as of September 11, 2001, as amended by Amendment No. 1 thereto dated as of November 13, 2001, Amendment No. 2 thereto dated as of November 22, 2002, Amendment No. 3 thereto dated as of March 12, 2003 and Amendment No. 4 thereto dated as of December 23, 2003 (the “Rights Agreement’).

WHEREAS, on September 11, 2001, the Board of Directors of the Company authorized the issuance of Rights (as defined in the Rights Agreement) to purchase, on the terms and subject to the provisions of the Rights Agreement, one one-thousandth of a share of the Company’s Series D Preferred Stock (each, a “Right”);

WHEREAS, on September 11, 2001, the Board of Directors of the Company authorized and declared a dividend distribution of one Right for every share of common stock of the Company outstanding on the Dividend Record Date (as defined in the Rights Agreement) and authorized the issuance of one Right (subject to certain adjustments) for each share of common stock of the Company issued between the Dividend Record Date and the Distribution Date (as defined in the Rights Agreement);

WHEREAS, the Distribution Date has not occurred; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board has approved an amendment to certain provisions of the Rights Agreement as set forth below;

NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

1. Section 1(x) is amended and restated in its entirety as follows:

“(x) “Exempt Person” shall mean Ingalls & Snyder, L.L.C., a New York limited liability company, Ingalls & Snyder Value Partners, L.P., a New York limited partnership, and the purchasers listed in that certain Common Stock Purchase Agreement, dated as of March 9, 2005, by and between the Company and the purchasers listed therein.”

2. Except as expressly amended herein, all other terms and conditions of the Rights Agreement shall remain in full force and effect.

3. This Amendment No. 5 may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one in the same document.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 as of the day and year first above written.

BOSTON LIFE SCIENCES, INC.
By:	/s/ Joseph P. Hernon
Name: Title:	Joseph P. Hernon Chief Financial Officer and Secretary
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
Name: Title:	Steven G. Nelson Chairman of the Board and President

EX-99.1

Exhibit 99.1

Boston Life Sciences Provides Update on Capital Restructuring Activities; Company also reports preliminary results for 2004

BOSTON, Mar 09, 2005 — Boston Life Sciences, Inc. (NASDAQ: BLSI) provided an update on the Company’s efforts to simplify its capital structure and recapitalize the Company. “As reported, we have just completed a $5 million private placement of common stock,” stated Peter Savas, the Company’s Chief Executive Officer. “Prior to closing this financing, we repaid $4 million of debt, converted all of our preferred stock into common stock, and generated proceeds of more than $1 million from the exercise of warrants. We are pleased to have the continued confidence and support of our existing shareholders.”

The Company also announced that it expects to report a net loss attributable to common stockholders for 2004 between $11 and $12 million, as compared to a net loss attributable to common stockholders of approximately $11.1 million in 2003.

Boston Life Sciences, Inc. (BLSI) 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 product candidate, 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 O-1369 for the treatment of Parkinson’s disease and Inosine for the treatment of stroke. 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 Boston Life Sciences’ future financial performance including statements regarding results of operations and net loss, and any other statements about management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Boston Life Sciences’ 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 Boston Life Sciences’ Annual Report on Form 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. 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 “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “should”, “will”, and “would” or similar words. Boston Life Sciences assumes no obligations to update the information in this press release.

SOURCE: Boston Life Sciences, Inc.

Boston Life Sciences, Inc.

Joseph Hernon, 617-425-0200

jhernon@bostonlifesciences.com