- Current report filing (8-K)
July 13 2009 - 11:52AM
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): July 9 , 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-
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(Commission
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(IRS Employer
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diction of Incorporation
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File Number)
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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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On July 9, 2009, Alseres Pharmaceuticals, Inc. (Alseres) entered into a Securities
Purchase Agreement (the Securities Purchase Agreement) to sell 12,000 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
$300,000.
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 July 9, 2009, Alseres completed the sale of an aggregate of 12,000 shares of its
Series F Preferred Stock, to Robert Gipson for gross proceeds of $300,000. 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.
(d) Exhibits
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: July 13, 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
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No.
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Description
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10.7
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Securities Purchase Agreement, dated July 9, 2009, by and between the Company and Robert Gipson
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