EXHIBIT 10.9
FIRST SUPPLEMENT TO THE
SUBSCRIPTION AGREEMENT AND
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, DATED JANUARY 1999,
OF BOSTON LIFE SCIENCES, INC.
Offering of shares of convertible preferred stock, par value $0.01 per share,
and common stock purchase warrants (collectively, the "Securities") of Boston
Life Sciences, Inc. (the "Company").
______________________
This supplement constitutes an essential part of the Subscription Agreement and
Confidential Private Placement Memorandum, dated January 1999 (collectively, the
"Offering Documents"), of the Company and this supplement should be read in
conjunction with the Offering Documents.
The purpose of this supplement is to inform prospective investors that the
Company hereby offers Series C Convertible Preferred Stock in lieu of Series B
Convertible Preferred Stock. The Series C Convertible Preferred Stock will have
the identical designations, preferences and rights as the Series B Convertible
Preferred Stock including, but not limited to, an Original Issuance Price of
$19.50 and an Initial Conversion Price of $3.90, except that the last sentence
of the third paragraph of Section 3A of the Certificate of Designations,
Preferences and Rights for the Series C Convertible Preferred Stock
("Certificate of Designations"), the form of which is attached hereto, will
read:
Following the date on which the Securities and Exchange Commission
declares effective a registration statement that permits the resale of
the shares of Common Stock underlying the Series C Convertible
Preferred Stock and while such registration statement remains in
effect, in the event the Closing Bid Price for the Corporation's
Common Stock is at or above $7.00 per share (subject to equitable
adjustment to reflect stock splits, stock dividends, stock
combinations, recapitalizations, and like occurrences) for five
consecutive Trading Days (as defined below), the holder's right to
receive additional shares of Common Stock upon conversion pursuant to
this paragraph shall terminate thereafter.
Section 2 of the Certificate of Designations will also be amended to reflect the
liquidation rights of any outstanding Series B Convertible Preferred Stock. In
addition, attached hereto are press releases dated February 5, 1999 and February
16, 1999 issued by the Company. Such press releases are incorporated by
reference herein and the foregoing information as well as the press releases
constitute a part of the Offering Documents. In all other respects, the offering
will remain unchanged.
Should you have any questions or require additional information regarding any of
the above, please contact the placement agent, Josephthal & Co. Inc., 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The undersigned acknowledges having read and understood the foregoing first
supplement as well as all information contained in documents incorporated by
reference herein and in the Subscription Agreement and Confidential Private
Placement Memorandum dated January, 1999 and all documents incorporated by
reference therein. The undersigned also hereby reaffirms
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each representation, warranty and agreement made in the Subscription Agreement
and Investment Representation booklet for purchase of the Securities as of the
date hereof and as of the date of the closing of the undersigned's subscription.
NAME OF SUBSCRIBER
_______________________
PRINT NAME:
Dated: February __, 1999
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