##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 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
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    87-0277826
(IRS Employer
Identification No.)239 South Street, Hopkinton, Massachusetts
(Address of Principal Executive Offices)
    
    01748
(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 o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




---



##### 



ALSERES PHARMACEUTICALS, INC.
FORM 10-Q
TABLE OF CONTENTS
 PagePart I FINANCIAL INFORMATIONItem 1 Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 2010 and 2009, and for the period from inception (October 16, 1992) to
September 30, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,
2010 and 2009, and for the period from inception (October 16, 1992) to September 30,
2010
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4T Controls and Procedures
    
    
    20Part II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    20Item 6 Exhibits
    
    
    21SIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2
 ®
  2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1   Financial Statements
 Alseres Pharmaceuticals, Inc.
 
  (Unaudited)September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    133,526
    
    
    $
    314,964Security deposits
    
    
    3,000
    
    
    
    38,928Prepaid expenses and other current assets
    
    
    64,854
    
    
    
    34,231Total current assets
    
    
    201,380
    
    
    
    388,123Fixed assets, net
    
    
    61,544
    
    
    
    106,272Indemnity fund
    
    
    115,598
    
    
    
    115,720Security deposits and other assets
    
    
    184,763
    
    
    
    180,700Total assets
    
    $
    563,285
    
    
    $
    790,815LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable and accrued expenses
    
    $
    4,174,364
    
    
    $
    3,522,581Notes payable
    
    
    4,085,000
    
    
    
    1,350,000Accrued lease (Note 8)
    
    
    63,511
    
    
    
    51,493Total current liabilities
    
    
    8,322,875
    
    
    
    4,924,074Convertible notes payable
    
    
    28,879,935
    
    
    
    34,155,632Accrued interest payable
    
    
    4,352,216
    
    
    
    4,057,086Accrued lease, excluding current portion (Note 8)
    
    
    47,916
    
    
    
    96,426Total liabilities
    
    
    41,602,942
    
    
    
    43,233,218Commitments and contingencies (Note 9)Series F convertible redeemable preferred stock,
$.01 par value; 200,000 shares designated; 196,000
shares issued and outstanding at September 30,
2010 and December 31, 2009; (liquidation
preference of $4,900,000 at September 30, 2010)
    
    
    5,339,098
    
    
    
    5,066,919Stockholders 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 September 30, 2010
and December 31, 2009, respectively
    
    
    
    
    
    
    Common stock, $.01 par value; 80,000,000
shares authorized; 27,055,645 and 25,555,645
shares issued and outstanding at September 30,
2010 and December 31, 2009, respectively
    
    
    270,556
    
    
    
    255,556Additional paid-in capital
    
    
    146,698,568
    
    
    
    146,913,395Deficit accumulated during development stage
    
    
    (193,347,879
    )
    
    
    (194,678,273
    )Total stockholders deficit
    
    
    (46,378,755
    )
    
    
    (47,509,322
    )Total liabilities and stockholders deficit
    
    $
    563,285
    
    
    $
    790,815
  3




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 
 
 From Inception(October 16, 1992)Three Months Ended September 30,
    
    
    Nine Months Ended September 30,
    
    
    to2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    September 30, 2010Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    900,000Operating expenses:Research and development
    
    
    95,745
    
    
    
    720,505
    
    
    
    776,977
    
    
    
    3,441,041
    
    
    
    116,259,807General and administrative
    
    
    637,920
    
    
    
    705,904
    
    
    
    2,121,160
    
    
    
    3,768,972
    
    
    
    66,245,614Purchased in-process
research and development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,146,544Total operating expenses
    
    
    733,665
    
    
    
    1,426,409
    
    
    
    2,898,137
    
    
    
    7,210,013
    
    
    
    194,651,965Loss from operations
    
    
    (733,665
    )
    
    
    (1,426,409
    )
    
    
    (2,898,137
    )
    
    
    (7,210,013
    )
    
    
    (193,751,965
    )Gain on early extinguishment of
debt
    
    
    6,277,100
    
    
    
    
    
    
    
    6,277,100
    
    
    
    
    
    
    
    6,277,100Other income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    (1,517,878
    )Interest expense, net
    
    
    (710,732
    )
    
    
    (634,679
    )
    
    
    (2,050,098
    )
    
    
    (1,883,730
    )
    
    
    (12,057,094
    )Investment income
    
    
    448
    
    
    
    788
    
    
    
    1,529
    
    
    
    6,007
    
    
    
    7,703,958Net income (loss)
    
    
    4.833,151
    
    
    
    (2,060,300
    )
    
    
    1,330,394
    
    
    
    (9,022,736
    )
    
    
    (193,345,879
    )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 income (loss)
    
    
    4,833,151
    
    
    
    (2,060,300
    )
    
    
    1,330,394
    
    
    
    (9,022,736
    )
    
    
    (202,638,180
    )Net income (loss)
attributable to common
stockholders
    
    
    4,092,048
    
    
    
    (2,060,300
    )
    
    
    1,123,224
    
    
    
    (9,022,736
    )Net income (loss)
attributable to
preferred stockholder
    
    
    741,103
    
    
    
    (2,060,300
    )
    
    
    207,170
    
    
    
    (9,022,736
    )Net income (loss) per
share, basic and
diluted
    
    $
    0.15
    
    
    $
    (0.09
    )
    
    $
    0.04
    
    
    $
    (0.39
    )Weighted average common
shares, basic
    
    
    27,055,645
    
    
    
    23,306,250
    
    
    
    26,566,634
    
    
    
    22,942,538Weighted average common
shares, diluted
    
    
    31,955,645
    
    
    
    23,306,250
    
    
    
    31,466,634
    
    
    
    22,942,538
  4




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 
 
 From Inception(October 16,1992) toNine Months Ended September 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    1,330,394
    
    
    $
    (9,022,736
    )
    
    $
    (193,345,879
    )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
    
    
    
    
    
    
    
    
    
    
    350,500Net gain on early extinguishment of debt
    
    
    (5,277,300
    )
    
    
    
    
    
    
    (5,277,300
    )Non-cash interest expense
    
    
    621,406
    
    
    
    531,242
    
    
    
    3,846,329Non-cash charges related to options, warrants and common
stock
    
    
    56,717
    
    
    
    1,427,265
    
    
    
    11,109,598Amortization of financing costs
    
    
    15,635
    
    
    
    
    
    
    
    15,635Amortization and depreciation
    
    
    44,727
    
    
    
    56,265
    
    
    
    2,836,044Changes in operating assets and liabilities:(Increase) decrease in prepaid expenses and other
current assets
    
    
    (47,727
    )
    
    
    (121,831
    )
    
    
    640,608Increase (decrease ) in accounts payable and accrued
expenses
    
    
    521,701
    
    
    
    (1,001,520
    )
    
    
    3,208,879Increase in accrued interest payable
    
    
    425,213
    
    
    
    1,352,488
    
    
    
    4,545,037(Decrease) increase in accrued lease
    
    
    (36,492
    )
    
    
    (35,531
    )
    
    
    111,427Net cash used for operating activities
    
    
    (2,345,726
    )
    
    
    (6,814,358
    )
    
    
    (156,312,578
    )Cash flows from investing activities:Cash acquired through Merger
    
    
    
    
    
    
    
    
    
    
    1,758,037Purchases of fixed assets
    
    
    
    
    
    
    
    
    
    
    (1,652,114
    )Decrease (increase) in security deposits and other assets
    
    
    31,866
    
    
    
    61,038
    
    
    
    (387,897
    )Decrease (increase) in indemnity fund
    
    
    122
    
    
    
    (287
    )
    
    
    (115,598
    )Purchases of marketable securities
    
    
    
    
    
    
    
    
    
    
    (132,004,923
    )Sales and maturities of marketable securities
    
    
    
    
    
    
    
    
    
    
    132,004,923Net cash provided by (used for) investing activities
    
    
    31,988
    
    
    
    60,751
    
    
    
    (397,572
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    
    
    
    
    1,000,000
    
    
    
    66,731,339Proceeds from issuance of preferred stock
    
    
    
    
    
    
    4,900,000
    
    
    
    39,922,170Preferred stock conversion inducement
    
    
    
    
    
    
    
    
    
    
    (600,564
    )Proceeds from issuance of promissory notes
    
    
    2,735,000
    
    
    
    1,000,000
    
    
    
    55,670,000Proceeds from issuance of convertible debentures
    
    
    
    
    
    
    
    
    
    
    9,000,000Principal payments of notes payable/repurchase of debt
    
    
    (602,700
    )
    
    
    
    
    
    
    (7,749,667
    )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
    
    
    2,132,300
    
    
    
    6,874,812
    
    
    
    156,843,676Net (decrease) increase in cash and cash equivalents
    
    
    (181,438
    )
    
    
    121,205
    
    
    
    133,526Cash and cash equivalents, beginning of period
    
    
    314,964
    
    
    
    73,974
    
    
    
    Cash and cash equivalents, end of period
    
    $
    133,526
    
    
    $
    195,179
    
    
    $
    133,526Supplemental cash flow disclosures:Non-cash transactionsCash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    628,406
  5




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 
 
 1. Basis of Presentation
      2. Net Income/Loss Per Share
 Earnings Per Share )
  6




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##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:BasicNet income (loss)
    
    $
    4,833,151
    
    
    $
    (2,060,300
    )
    
    $
    1,330,394
    
    
    $
    (9,022,736
    )Less: Income allocated to convertible preferred shares
    
    
    (741,103
    )
    
    
    
    
    
    
    (207,170
    )
    
    
    Income (loss) available to common stockholders for the
purpose of calculating basic EPS
    
    $
    4,092,048
    
    
    $
    (2,060,300
    )
    
    $
    1,123,224
    
    
    $
    (9,022,736
    )Denominator:Weighted average common shares, basic
    
    
    27,055,645
    
    
    
    23,306,250
    
    
    
    26,566,634
    
    
    
    22,942,538Dilutive effect of Series F preferred share conversion
    
    
    4,900,000
    
    
    
    
    
    
    
    4,900,000
    
    
    
    Weighted average common shares, diluted
    
    
    31,955,645
    
    
    
    23,306,250
    
    
    
    31,466,634
    
    
    
    22,942,538Net income (loss) per share, basic and diluted
    
    $
    0.15
    
    
    $
    (0.09
    )
    
    $
    0.04
    
    
    $
    (0.39
    )
 
 1)
    
    Stock options and warrants to purchase 3,662,443 and 4,004,800 shares of common stock were
outstanding at September 30, 2010 and 2009, respectively, but were not included in the
computation of diluted net income (loss) per common share because the exercise prices were
greater than the average market price for the period, making them anti-dilutive. The exercise
of those stock options and warrants outstanding at September 30, 2010 could potentially dilute
earnings per share in the future.2)
    
    Shares of common stock reserved for issuance upon conversion of the 5% Convertible Promissory
Notes were 13,340,889 and 15,038,351 at September 30, 2010 and 2009, respectively, but were
not included in the computation of diluted net income (loss) per share because they would have
been anti-dilutive. The conversion of the 5% Convertible Promissory Notes outstanding at
September 30, 2010 could potentially dilute earnings per share in the future. 7




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##### Table of Contents



3. Comprehensive Income/Loss
  4. Accounting for Stock-Based Compensation
     Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Research and development
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    447,612General and administrative
    
    
    5,004
    
    
    
    56,085
    
    
    
    56,717
    
    
    
    779,654$
    5,004
    
    
    $
    56,085
    
    
    $
    56,717
    
    
    $
    1,227,266Impact on basic and
diluted net loss
attributable to common
stockholders per share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.05
    )
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Expected term
    
    
    
    
    
    
    
    
    
    
    
    
    
    5 yearsRisk-free interest rate
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    1.36
    %Stock volatility
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    90
    %Dividend yield
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    0
    %
    8




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##### Table of Contents



Nine months ended September 30,2010
    
    
    2009Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning of year
    
    
    3,695,745
    
    
    $
    1.63
    
    
    
    4,184,403
    
    
    $
    2.90Granted
    
    
    
    
    
    
    
    
    
    
    2,732,500
    
    
    
    1.15Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited and expired
    
    
    (35,302
    )
    
    
    5.25
    
    
    
    (3,214,103
    )
    
    
    2.87Outstanding at end of period
    
    
    3,660,443
    
    
    $
    1.59
    
    
    
    3,702,800
    
    
    $
    1.63Options exercisable at end of period
    
    
    3,562,111
    
    
    $
    1.59
    
    
    
    3,495,300
    
    
    $
    1.65
   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
    
    
    3.6 years
    
    $
    1.15
    
    
    
    2,614,668
    
    
    3.6 years
    
    $
    1.15$2.00  $3.00
    
    
    649,980
    
    
    4.8 years
    
    
    2.33
    
    
    
    649,980
    
    
    4.8 years
    
    
    2.33$3.10  $4.65
    
    
    255,363
    
    
    6.0 years
    
    
    3.40
    
    
    
    255,363
    
    
    6.0 years
    
    
    3.40$4.99  $6.96
    
    
    28,500
    
    
    3.3 years
    
    
    5.47
    
    
    
    28,500
    
    
    3.3 years
    
    
    5.47$8.95  $13.06
    
    
    8,600
    
    
    1.0 years
    
    
    10.57
    
    
    
    8,600
    
    
    1.0 years
    
    
    10.57$15.62  $22.36
    
    
    5,000
    
    
    0.3 years
    
    
    15.63
    
    
    
    5,000
    
    
    0.3 years
    
    
    15.633,660,443
    
    
    4.0 years
    
    $
    1.59
    
    
    
    3,562,111
    
    
    4.0 years
    
    $
    1.60
   5. Notes Payable and Debt
 Notes Payable to Significant Stockholders
  July
    
    $
    200,000August
    
    $
    200,000September
    
    $
    950,000Total
    
    $
    1,350,000
   9




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##### Table of Contents



6. Gain on early extinguishment of debt
   7. Related Party Transactions
  8. Exit Activities
 Office Relocation
    CashPayments,Net ofAccrual at
    
    
    Sublease
    
    
    Accrual atDecember 31, 2009
    
    
    Receipts 2010
    
    
    September 30, 2010Lease Amendment
    
    $
    147,919
    
    
    $
    36,492
    
    
    $
    111,427Short-term portion of lease accrual
    
    
    51,493
    
    
    
    
    
    
    
    63,511Long-term portion of lease accrual
    
    $
    96,426
    
    
    
    
    
    
    $
    47,916
  10




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##### Table of Contents



9. Commitments and Contingencies
  License Agreements
    10. Income taxes
  11. Fair Value Measurements
       11




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##### Table of Contents



Fair Value Measurement at Reporting Date UsingQuoted Prices in
    
    
    SignificantCarrying Value
    
    
    Active Markets
    
    
    Other
    
    
    Significantat
    
    
    for
    
    
    Observable
    
    
    UnobservableSeptember 30,
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents and money market
funds  current assets
    
    $
    133,526
    
    
    $
    133,526
    
    
    $
    
    
    
    $
    Money market funds  long term assets
    
    $
    115,598
    
    
    $
    115,598
    
    
    $
    
    
    
    $
    Total
    
    $
    249,124
    
    
    $
    249,124
    
    
    $
    
    
    
    $
    
 Fair Value Measurement at Reporting Date UsingQuoted Prices in
    
    
    SignificantCarrying Value
    
    
    Active Markets
    
    
    Other
    
    
    Significantat
    
    
    for
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents and money market
funds  current assets
    
    $
    314,964
    
    
    $
    314,964
    
    
    $
    
    
    
    $
    Money market funds  long term assets
    
    $
    115,720
    
    
    $
    115,720
    
    
    $
    
    
    
    $
    Total
    
    $
    430,684
    
    
    $
    430,684
    
    
    $
    
    
    
    $
    
   12. New Accounting Pronouncements
  13. Subsequent Events
  12




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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.
 Development Stage Entities Accounting and Reporting by
Development Stage Enterprises
   13




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##### Table of Contents



Product Development
 Molecular Imaging Program
   Regenerative Therapeutics Program  Nerve Repair
   Sales and Marketing and Government Regulation
  Research and Development
  From InceptionFor the Three
    
    
    For the Nine
    
    
    (October 16, 1992)Months Ended
    
    
    Months Ended
    
    
    toProgram
    
    September 30, 2010
    
    
    September 30, 2010
    
    
    September 30, 2010Molecular imaging
    
    $
    110,000
    
    
    $
    780,000
    
    
    $
    27,910,000Regenerative therapeutics
    
    $
    (21,000
    )
    
    $
    3,000
    
    
    $
    28,923,000Neurodegenerative disease
    
    $
    
    
    
    $
    20,000
    
    
    $
    1,151,000
 14




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##### Table of Contents



Critical Accounting Policies and Estimates
  Going Concern Basis of Accounting
  Research Contracts
  15




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##### Table of Contents



Fair Value and Classification of Financial Instruments
    Lease Accrual
  Stock-Based Compensation
  Results of Operations
 Three Months Ended September 30, 2010 and 2009
   16




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##### Table of Contents



Nine Months Ended September 30, 2010 and 2009
       Liquidity and Capital Resources
   17




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##### Table of Contents



Securities or DebtDate
    
    Net Proceeds Raised
    
    
    Instrument IssuedSeptember 2010
    
  $
  0.9 million
    
    
    Promissory NoteAugust 2010
    
  $
  0.2 million
    
    
    Promissory NoteJuly 2010
    
  $
  0.2 million
    
       Promissory NoteJune 2010
    
  $
  0.2 million
    
       Promissory NoteMay 2010
    
  $
  0.2 million
    
       Promissory NoteApril 2010
    
  $
  0.2 million
    
       Promissory NoteMarch 2010
    
  $
  0.3 million
    
       Promissory NoteFebruary 2010
    
  $
  0.2 million
    
       Promissory NoteJanuary 2010
    
  $
  0.3 million
    
       Promissory NoteDecember 2009
    
  $
  0.3 million
    
       Promissory NoteNovember 2009
    
  $
  1.0 million
    
       Common StockSeptember 2009
    
  $
  0.7 million
    
       Convertible Preferred StockAugust 2009
    
  $
  0.6 million
    
       Convertible Preferred StockJuly 2009
    
  $
  0.6 million
    
       Convertible Preferred Stock
 18




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##### Table of Contents



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)
 
 (1)
    
    Converted to shares of our common stock in June 2007.     Contractual Obligations and Commitments
  19




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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
  20




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##### Table of Contents



Item 6
    
     Exhibits
 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. 21




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##### Table of Contents



SIGNATURES
  ALSERES PHARMACEUTICALS, INC
(Registrant)DATE: November 12, 2010
    /s/ Peter G. SavasPeter G. SavasChief Executive Officer

(Principal Executive Officer)DATE: November 12, 2010
    /s/ Kenneth L. Rice, Jr.Kenneth L. Rice, Jr.Executive Vice President Finance and
Administration And Chief Financial Officer
(Principal Financial and Accounting Officer) 22