- Current report filing (8-K)
June 22 2009 - 4:53PM
Edgar (US Regulatory)
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): June 10, 2009
ALSERES PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-6533
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87-0277826
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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239 South Street, Hopkinton, Massachusetts
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01748
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (508) 497-2360
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
On June 10, 2009, Alseres Pharmaceuticals, Inc. (Alseres) entered into a Securities Purchase
Agreement (the Securities Purchase Agreement) to sell 20,000 shares of its Series F Convertible
Preferred Stock, $0.01 par value per share (the Series F Preferred Stock), to Robert Gipson (the
Private Placement). Alseres completed the Private Placement for gross proceeds of $500,000.
The foregoing summary of the terms of the Securities Purchase Agreement is subject to, and
qualified in its entirety by, the Securities Purchase Agreement, which is attached to this Current
Report on Form 8-K as Exhibit 10.7 and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On June 10, 2009, Alseres completed the sale of an aggregate of 20,000 shares of its Series F
Preferred Stock, to Robert Gipson for gross proceeds of $500,000. The Series F Preferred Stock was
offered and sold in the Private Placement to an accredited investor without registration under the
Securities Act, or the securities laws of certain states, in reliance on the exemptions provided by
Section 4(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on
similar exemptions under applicable state laws.
The rights, preferences and privileges of the Series F Preferred Stock are described in the
Series F Certificate of Designations, Rights and Preferences filed with the Secretary of State of
the State of Delaware on March 19, 2009.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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See Exhibit Index attached hereto.
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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.
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Alseres Pharmaceuticals, Inc.
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Date: June 22, 2009
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By:
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/s/ Kenneth L. Rice, Jr.
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Kenneth L. Rice, Jr.
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Executive Vice President, Finance
and Administration and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.7
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Securities Purchase Agreement, dated June 10, 2009, by and between the Company and Robert Gipson
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