##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-6533
 
 ALSERES PHARMACEUTICALS, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
    
    87-0277826(State or Other Jurisdiction of
    
    (IRS EmployerIncorporation or Organization)
    
    Identification No.)239 South Street, Hopkinton, Massachusetts
    
    01748(Address of Principal Executive Offices)
    
    (Zip Code)
 (508) 497-2360
(Registrants Telephone Number, Including Area Code)
 None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
 o o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ
 o þ




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##### 



ALSERES PHARMACEUTICALS, INC.
FORM 10-Q
TABLE OF CONTENTS
 PagePart I FINANCIAL INFORMATIONItem 1 Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the three and six months ended June
30, 2009 and 2008, and for the period from inception (October 16, 1992) to June 30,
2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the six months ended June
30, 2009 and 2008, and for the period from inception (October 16, 1992) to June 30,
2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4T Controls and Procedures
    
    
    27Part II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    27Item 1A Risk Factors
    
    
    27Item 5 Other Information
    
    
    29Item 6 Exhibits
    
    
    29SIGNATURES
    
    
    30EX-10.2 Securities Purchase Agreement dated May 12, 2009, by and between the Company and Robert L. GipsonEX-10.6 Amendment to License Agreement dated April 23, 2009 by and between the Company and BioAxone Therapeutic Inc.EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
  ® ®
 2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 
 Alseres Pharmaceuticals, Inc.
 (Unaudited)June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    37,981
    
    
    $
    73,974Security deposits
    
    
    69,079
    
    
    
    79,728Prepaid expenses and other current assets
    
    
    153,494
    
    
    
    163,706Total current assets
    
    
    260,554
    
    
    
    317,408Fixed assets, net
    
    
    139,069
    
    
    
    178,643Indemnity fund
    
    
    115,782
    
    
    
    115,462Security deposits and other assets
    
    
    193,793
    
    
    
    233,737Total assets
    
    $
    709,198
    
    
    $
    845,250LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable and accrued expenses
    
    $
    4,161,685
    
    
    $
    4,895,799Notes payable (Note 5)
    
    
    1,026,848
    
    
    
    Accrued lease (Note 6)
    
    
    41,474
    
    
    
    45,425Total current liabilities
    
    
    5,230,007
    
    
    
    4,941,224Convertible notes payable (Note 5)
    
    
    33,798,028
    
    
    
    33,456,374Accrued interest payable (Note 5)
    
    
    3,185,088
    
    
    
    2,313,090Accrued lease, excluding current portion (Note 6)
    
    
    125,880
    
    
    
    147,923Total liabilities
    
    
    42,339,003
    
    
    
    40,858,611Commitments and contingencies (Note 8)Series F convertible redeemable preferred stock,
$.01 par value; 200,000 shares designated; 120,000
and 0 shares issued and outstanding at June 30, 2009
and December 31, 2008, respectively (liquidation
preference of $3,000,000 at June 30, 2009)
    
    
    3,012,401
    
    
    
    Stockholders deficit:Preferred stock, $.01 par value; 1,000,000 shares
authorized; 25,000 shares designated Convertible
Series A, 500,000 shares designated Convertible
Series D and 800 shares designated Convertible
Series E; no shares issued and outstanding at
June 30, 2009 and December 31, 2008, respectively
    
    
    
    
    
    
    Common stock, $.01 par value; 80,000,000 shares
authorized; 23,055,645 and 21,399,123 shares
issued and outstanding at June 30, 2009 and
December 31, 2008, respectively
    
    
    230,556
    
    
    
    213,991Additional paid-in capital
    
    
    145,991,010
    
    
    
    143,671,984Deficit accumulated during development stage
    
    
    (190,863,772
    )
    
    
    (183,899,336
    )Total stockholders deficit
    
    
    (44,642,206
    )
    
    
    (40,013,361
    )Total liabilities and stockholders deficit
    
    $
    709,198
    
    
    $
    845,250
  3




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 
 
 From Inception(October 16, 1992)Three Months Ended June 30,
    
    
    Six Months Ended June 30,
    
    
    to2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    June 30, 2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    900,000Operating expenses:Research and development
    
    
    892,520
    
    
    
    3,630,292
    
    
    
    2,720,535
    
    
    
    6,289,266
    
    
    
    114,500,584General and administrative
    
    
    1,092,946
    
    
    
    1,958,868
    
    
    
    3,063,068
    
    
    
    4,203,239
    
    
    
    62,564,321Purchased in-process research and
development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,146,544Total operating expenses
    
    
    1,985,466
    
    
    
    5,589,160
    
    
    
    5,783,603
    
    
    
    10,492,505
    
    
    
    189,211,449Loss from operations
    
    
    (1,985,466
    )
    
    
    (5,589,160
    )
    
    
    (5,783,603
    )
    
    
    (10,492,505
    )
    
    
    (188,311,449
    )Other income (expense)
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    
    
    
    
    (1,517,878
    )Interest expense, net
    
    
    (630,501
    )
    
    
    (541,080
    )
    
    
    (1,249,051
    )
    
    
    (1,000,498
    )
    
    
    (8,732,952
    )Investment income
    
    
    1,887
    
    
    
    15,454
    
    
    
    5,218
    
    
    
    52,279
    
    
    
    7,700,507Net loss
    
    
    (2,614,080
    )
    
    
    (6,114,786
    )
    
    
    (6,962,436
    )
    
    
    (11,440,724
    )
    
    
    (190,861,772
    )Preferred stock beneficial conversion feature
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,062,712
    )Accrual of preferred stock dividends and
modification of warrants held by preferred
stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,229,589
    )Net loss attributable to common stockholders
    
    
    (2,614,080
    )
    
    
    (6,114,786
    )
    
    
    (6,962,436
    )
    
    
    (11,440,724
    )
    
    
    (200,154,073
    )Basic and diluted net loss attributable to
common stockholders per share
    
    $
    (0.11
    )
    
    $
    (0.29
    )
    
    $
    (0.30
    )
    
    $
    (0.55
    )Weighted average common shares outstanding
    
    
    23,309,004
    
    
    
    20,807,645
    
    
    
    22,971,047
    
    
    
    20,807,260
  4




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 
 
 From Inception(October 16,1992) toSix Months Ended June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (6,962,436
    )
    
    $
    (11,440,724
    )
    
    $
    (190,861,772
    )Adjustments to reconcile net loss to net cash used for operating activities:Purchased in-process research and development
    
    
    
    
    
    
    
    
    
    
    12,146,544Write-off of acquired technology
    
    
    
    
    
    
    
    
    
    
    3,500,000Interest expense settled through issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    350,500Non-cash interest expense
    
    
    350,206
    
    
    
    296,569
    
    
    
    2,858,771Non-cash charges related to options, warrants and common stock
    
    
    1,371,180
    
    
    
    900,804
    
    
    
    10,950,975Amortization and depreciation
    
    
    39,574
    
    
    
    20,657
    
    
    
    2,758,520Changes in operating assets and liabilities:Decrease (increase) in prepaid expenses and other current assets
    
    
    10,212
    
    
    
    (192,423
    )
    
    
    569,072(Decrease ) increase in accounts payable and accrued expenses
    
    
    (734,114
    )
    
    
    903,820
    
    
    
    3,389,020Increase in accrued interest payable
    
    
    898,846
    
    
    
    699,306
    
    
    
    3,211,936(Decrease) increase in accrued lease
    
    
    (25,994
    )
    
    
    (17,141
    )
    
    
    167,354Net cash used for operating activities
    
    
    (5,052,526
    )
    
    
    (8,829,132
    )
    
    
    (150,959,080
    )Cash flows from investing activities:Cash acquired through Merger
    
    
    
    
    
    
    
    
    
    
    1,758,037Purchases of fixed assets
    
    
    
    
    
    
    (7,996
    )
    
    
    (1,652,114
    )Decrease (increase) in security deposits and other assets
    
    
    42,041
    
    
    
    69,277
    
    
    
    (454,456
    )(Increase) in indemnity fund
    
    
    (320
    )
    
    
    
    
    
    
    (115,782
    )Purchases of marketable securities
    
    
    
    
    
    
    
    
    
    
    (132,004,923
    )Sales and maturities of marketable securities
    
    
    
    
    
    
    1,231,233
    
    
    
    132,004,923Net cash provided by (used for) investing activities
    
    
    41,721
    
    
    
    1,292,514
    
    
    
    (464,315
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    1,000,000
    
    
    
    2,541
    
    
    
    65,731,339Proceeds from issuance of preferred stock
    
    
    3,000,000
    
    
    
    
    
    
    
    38,022,170Preferred stock conversion inducement
    
    
    
    
    
    
    
    
    
    
    (600,564
    )Proceeds from issuance of promissory notes
    
    
    1,000,000
    
    
    
    10,000,000
    
    
    
    52,585,000Proceeds from issuance of convertible debentures
    
    
    
    
    
    
    
    
    
    
    9,000,000Principal payments of notes payable
    
    
    
    
    
    
    
    
    
    
    (7,146,967
    )Dividend payments on Series E Cumulative Convertible Preferred Stock
    
    
    
    
    
    
    
    
    
    
    (516,747
    )Payments of financing costs
    
    
    (25,188
    )
    
    
    
    
    
    
    (5,612,855
    )Net cash provided by financing activities
    
    
    4,974,812
    
    
    
    10,002,541
    
    
    
    151,461,376Net (decrease) increase in cash and cash equivalents
    
    
    (35,993
    )
    
    
    2,465,923
    
    
    
    37,981Cash and cash equivalents, beginning of period
    
    
    73,974
    
    
    
    2,933,292
    
    
    
    Cash and cash equivalents, end of period
    
    $
    37,981
    
    
    $
    5,399,215
    
    
    $
    37,981Supplemental cash flow disclosures:Non-cash transactions (see Notes 5 and 7)Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    628,406
  5




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 1. Basis of Presentation
       6




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##### Table of Contents



Reclassification
  2. Net Loss Per Share
   3. Comprehensive Loss
  4. Accounting for Stock-Based Compensation
     7




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##### Table of Contents



Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Research and development
    
    $
    836
    
    
    $
    131,149
    
    
    $
    447,612
    
    
    $
    275,698General and administrative
    
    
    57,130
    
    
    
    256,603
    
    
    
    723,569
    
    
    
    539,965$
    57,966
    
    
    $
    387,752
    
    
    $
    1,171,181
    
    
    $
    815,663Impact on basic and
diluted net loss
attributable to common
stockholders per share
    
    $
    (0.00
    )
    
    $
    (0.02
    )
    
    $
    (0.05
    )
    
    $
    (0.04
    )
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Expected term
    
    
    
    
    
    5 years
    
    5 years
    
    5 yearsRisk-free interest rate
    
    
    
    
    
    
    3.7
    %
    
    
    1.36
    %
    
    
    2.5%  3.7
    %Stock volatility
    
    
    
    
    
    
    76
    %
    
    
    90
    %
    
    
    76
    %Dividend yield
    
    
    
    
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
       Six months ended June 30,2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning of year
    
    
    4,184,403
    
    
    $
    2.90
    
    
    
    4,457,965
    
    
    $
    3.37Granted
    
    
    2,732,500
    
    
    
    1.15
    
    
    
    78,000
    
    
    
    2.39Exercised
    
    
    
    
    
    
    
    
    
    
    (1,100
    )
    
    
    2.31Forfeited and expired
    
    
    (2,900,214
    )
    
    
    2.87
    
    
    
    (291,170
    )
    
    
    9.98Outstanding at end of period
    
    
    4,016,689
    
    
    $
    1.73
    
    
    
    4,243,695
    
    
    $
    2.90Options exercisable at end of period
    
    
    3,741,689
    
    
    $
    1.75
    
    
    
    2,774,827
    
    
    $
    2.98
 8




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted-
    
    
    
    
    
    
    Average
    
    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    
    
    Remaining
    
    
    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    Contractual
    
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    Life
    
    
    Price
    
    
    Exercisable
    
    
    Life
    
    
    Price$1.15  $1.36
    
    
    2,713,000
    
    
    4.9 years
    
    $
    1.15
    
    
    
    2,473,000
    
    
    4.6 years
    
    $
    1.15$2.00  $3.00
    
    
    998,086
    
    
    6.4 years
    
    
    2.51
    
    
    
    998,086
    
    
    6.4 years
    
    
    2.46$3.10  $4.65
    
    
    255,363
    
    
    7.2 years
    
    
    3.40
    
    
    
    220,363
    
    
    7.0 years
    
    
    3.44$4.99  $6.96
    
    
    28,500
    
    
    4.5 years
    
    
    5.47
    
    
    
    28,500
    
    
    4.5 years
    
    
    5.47$8.95  $13.06
    
    
    8,740
    
    
    2.2 years
    
    
    10.55
    
    
    
    8,740
    
    
    2.2 years
    
    
    10.55$15.62  $22.36
    
    
    13,000
    
    
    0.9 years
    
    
    17.09
    
    
    
    13,000
    
    
    0.9 years
    
    
    17.094,016,689
    
    
    5.4 years
    
    $
    1.73
    
    
    
    3,741,689
    
    
    5.2 years
    
    $
    1.75
   5. Notes Payable and Debt
 Convertible Notes Payable to Significant Stockholders
     9




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##### Table of Contents



March 2008 Amended Purchase Agreement
      June 2008 Amended Purchase Agreement
  10




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##### Table of Contents



Beneficial Conversion Features
       Subsidiary Promissory Note
   11




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##### Table of Contents



6. Exit Activities
 Office Relocation
    CashPayments,Accrual at
    
    
    Net of Sublease
    
    
    Accrual atDecember 31, 2008
    
    
    Receipts 2009
    
    
    June 30, 2009Lease Amendment
    
    $
    193,348
    
    
    $
    25,994
    
    
    $
    167,354Short-term portion of lease accrual
    
    
    45,425
    
    
    
    
    
    
    
    41,474Long-term portion of lease accrual
    
    $
    147,923
    
    
    
    
    
    
    $
    125,880
  Terminations
  7. Stockholders Deficit
 Common Stock
  12




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##### Table of Contents



Preferred Stock
  Convertible Preferred Stock
  Number of SharesDate of Issuance
    
    Issued
    
    
    Gross ProceedsMarch 19, 2009
    
    
    20,000
    
    
    $
    500,000March 31, 2009
    
    
    20,000
    
    
    $
    500,000April 16, 2009
    
    
    20,000
    
    
    $
    500,000May 12, 2009
    
    
    40,000
    
    
    $
    1,000,000June 10, 2009
    
    
    20,000
    
    
    $
    500,000July 9, 2009
    
    
    12,000
    
    
    $
    300,000July 23, 2009
    
    
    12,000
    
    
    $
    300,000August 11, 2009
    
    
    12,000
    
    
    $
    300,000156,000
    
    
    $
    3,900,000
  Dividend.
 Liquidation Preference.
 13




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##### Table of Contents



Voting Rights.
 Conversion.
 Redemption.
  8. Commitments and Contingencies
  License Agreements
     14




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##### Table of Contents



Contingencies
   9. Income taxes
  15




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##### Table of Contents



10. Fair Value Measurements
        Fair Value Measurement at Reporting Date UsingQuoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantCarrying Value at
    
    
    Identical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    June 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market funds  current assets
    
    $
    26,366
    
    
    $
    26,366
    
    
    $
    
    
    
    $
    Money market funds  long term assets
    
    $
    115,782
    
    
    $
    115,782
    
    
    $
    
    
    
    $
    Total
    
    $
    142,148
    
    
    $
    142,148
    
    
    $
    
    
    
    $
    
   11. New Accounting Pronouncements
  16




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##### Table of Contents



12. Subsequent Events
  17




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##### Table of Contents



Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 Description of Company
  
    
    Molecular imaging program focused on the diagnosis of i) Parkinsonian Syndromes, or PS,
including Parkinsons Disease, or PD, and ii) Dementia with Lewy Bodies, or DLB;
    
    Regenerative therapeutics program, primarily focused on nerve repair and restoring
movement and sensory function in patients who have had significant loss of CNS function
resulting from trauma such as spinal cord injury, or SCI, stroke, and optic nerve damage
utilizing technology referred to as axon regeneration; and
    
    Neurodegenerative disease program focused on treating the symptoms of PD and slowing or
stopping the progression of PD.
     18




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##### Table of Contents



Cost Reduction
  Product Development
 Molecular Imaging Program
   Regenerative Therapeutics Program  Nerve Repair
  19




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##### Table of Contents



Sales and Marketing and Government Regulation
  Research and Development
  For the Three
    
    For the Six
    
    From InceptionMonths Ended
    
    Months Ended
    
    (October 16, 1992) toProgram
    
    June 30, 2009
    
    June 30, 2009
    
    June 30, 2009Molecular imaging
    
    $
    134,000
    
    
    $
    502,000
    
    
    $
    27,153,000Regenerative therapeutics
    
    $
    94,000
    
    
    $
    336,000
    
    
    $
    28,922,000Neurodegenerative disease
    
    $
    
    
    
    $
    20,000
    
    
    $
    1,131,000
  20




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##### Table of Contents



Critical Accounting Policies and Estimates
  Going Concern Basis of Accounting
  Research Contracts
  Fair Value and Classification of Financial Instruments
   21




---



##### Table of Contents



Lease Accrual
  Stock-Based Compensation
  Marketable Securities
  Results of Operations
 Three Months Ended June 30, 2009 and 2008
  22




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##### Table of Contents



Six Months Ended June 30, 2009 and 2008
     23




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##### Table of Contents



Liquidity and Capital Resources
     Securities or DebtDate
    
    Net Proceeds Raised
    
    Instrument IssuedJune 2009
    
    $0.5 million
    
    Convertible Preferred StockMay 2009
    
    $1.0 million
    
    Convertible Preferred StockApril 2009
    
    $0.5 million
    
    Convertible Preferred StockMarch 2009
    
    $1.0 million
    
    Convertible Preferred StockFebruary 2009
    
    $0.2 million
    
    Common StockFebruary 2009
    
    $1.0 million
    
    Promissory NotesJanuary 2009
    
    $1.0 million
    
    Common StockNovember 2008
    
    $1.0 million
    
    Common StockJune 2008
    
    $5.0 million
    
    Convertible Promissory NotesMarch 2008
    
    $5.0 million
    
    Convertible Promissory NotesAugust 2007
    
    $10.0 million
    
    Convertible Promissory NotesMay 2007
    
    $6.0 million
    
    Convertible Promissory NotesMarch 2007
    
    $9.0 million
    
    Convertible Promissory NotesFebruary 2007
    
    $2.0 million
    
    Convertible Promissory Notes(1)October 2006
    
    $6.0 million
    
    Convertible Promissory Notes(1)August 2006
    
    $2.0 million
    
    Convertible Promissory Notes(1)
 
 (1)
    
    Converted to shares of our common stock in June 2007.  24




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Contractual Obligations and Commitments
   25




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Recent Accounting Pronouncements
     26




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##### Table of Contents



Item 3  Quantitative and Qualitative Disclosures About Market Risk
   
 Item 4T  Controls and Procedures
   
 Part II  OTHER INFORMATION
 
 Item 1  Legal Proceedings
  
 Item 1A  Risk Factors
  27




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Risks Related to our Intellectual Property
 WE HAVE AMENDED OUR CETHRIN LICENSE AGREEMENT WITH BIOAXONE AND CONSEQUENTLY WE WILL NOT CLINICALLY
DEVELOP CETHRIN AND PURSUANT TO THE TERMS OF THE AMENDMENT WE MAY NOT REALIZE ANY REVENUE FROM A
FUTURE LICENSING OF THE CETHRIN TECHNOLOGY.
   Risks Related to our Stock
 OUR COMMON STOCK HAS BEEN DELISTED FROM THE NASDAQ CAPITAL MARKET.
   28




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##### Table of Contents



Item 5  Other Information
  
 Item 6  Exhibits
 10.1
    
    
    Securities Purchase Agreement dated April 16, 2009, by and between the Company and Robert L. Gipson (filed
as Exhibit 10.1 to our Current Report on Form 8-K filed on April 22, 2009 and incorporated herein by
reference)10.2*
    
    
    Securities Purchase Agreement dated May 12, 2009, by and between the Company and Robert L. Gipson10.3
    
    
    Securities Purchase Agreement dated June 10, 2009, by and between the Company and Robert L. Gipson (filed
as Exhibit 10.7 to our Current Report on Form 8-K filed on June 22, 2009 and incorporated herein by
reference)10.4
    
    
    Securities Purchase Agreement dated July 9, 2009, by and between the Company and Robert L. Gipson (filed as
Exhibit 10.7 to our Current Report on Form 8-K filed on July 13, 2009 and incorporated herein by reference)10.5
    
    
    Securities Purchase Agreement dated July 23, 2009, by and between the Company and Robert L. Gipson (filed
as Exhibit 10.7 to our Current Report on Form 8-K filed on July 29, 2009 and incorporated herein by
reference)10.6*+
    
    
    Amendment to License Agreement dated April 23, 2009 by and between the Company and BioAxone Therapeutic Inc.31.1*
    
    
    Certification of the Chief Executive Officer pursuant to Section 1350 of Title 18, United States Code, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    
    Certification of the Chief Financial Officer pursuant to Section 1350 of Title 18, United States Code, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.+
    
    Confidential treatment has been requested as to certain portions, which portions have been filed
separately with the Securities and Exchange Commission. 29




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SIGNATURES
  ALSERES PHARMACEUTICALS, INC
(Registrant)DATE: August 14, 2009
    /s/ Peter G. SavasPeter G. SavasChief Executive Officer
(Principal Executive Officer)DATE: August 14, 2009
    /s/ Kenneth L. Rice, Jr.Kenneth L. Rice, Jr.Executive Vice President Finance and
Administration And Chief Financial Officer
(Principal Financial and Accounting Officer) 30