##### 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 September 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 o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 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, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 2009 and 2008, and for the period from inception (October 16, 1992) to
September 30, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,
2009 and 2008, and for the period from inception (October 16, 1992) to September 30,
2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4T Controls and Procedures
    
    
    26Part II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    26Item 1A Risk Factors
    
    
    26Item 6 Exhibits
    
    
    28SIGNATURESEX-10.3 Securities Purchase Agreement dated August 11, 2009EX-31.1 Section 302 Certification of Chief Executive OfficerEX-31.2 Section 302 Certification of Chief Financial OfficerEX-32.1 Section 906 Certification of Chief Executive OfficerEX-32.2 Section 906 Certification of Chief Financial Officer
  ® ®
 2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 
 Alseres Pharmaceuticals, Inc.
 (Unaudited)September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    195,179
    
    
    $
    73,974Security deposits
    
    
    54,624
    
    
    
    79,728Prepaid expenses and other current assets
    
    
    285,537
    
    
    
    163,706Total current assets
    
    
    535,340
    
    
    
    317,408Fixed assets, net
    
    
    122,378
    
    
    
    178,643Indemnity fund
    
    
    115,749
    
    
    
    115,462Security deposits and other assets
    
    
    184,976
    
    
    
    233,737Total assets
    
    $
    958,443
    
    
    $
    845,250LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable and accrued expenses
    
    $
    3,938,770
    
    
    $
    4,895,799Notes payable (Note 5)
    
    
    1,000,000
    
    
    
    Accrued lease (Note 6)
    
    
    46,390
    
    
    
    45,425Total current liabilities
    
    
    4,985,160
    
    
    
    4,941,224Convertible notes payable (Note 5)
    
    
    33,974,789
    
    
    
    33,456,374Accrued interest payable (Note 5)
    
    
    3,621,087
    
    
    
    2,313,090Accrued lease, excluding current portion (Note 6)
    
    
    111,427
    
    
    
    147,923Total liabilities
    
    
    42,692,463
    
    
    
    40,858,611Commitments and contingencies (Note 8)Series F convertible redeemable preferred stock, $.01 par value; 200,000 shares designated;
196,000 and 0 shares issued and outstanding at September 30, 2009 and December 31, 2008,
respectively (liquidation preference of $4,900,000 at September 30, 2009)
    
    
    4,980,464
    
    
    
    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 September 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 September 30, 2009 and December 31, 2008, respectively
    
    
    230,556
    
    
    
    213,991Additional paid-in capital
    
    
    145,979,032
    
    
    
    143,671,984Deficit accumulated during development stage
    
    
    (192,924,072
    )
    
    
    (183,899,336
    )Total stockholders deficit
    
    
    (46,714,484
    )
    
    
    (40,013,361
    )Total liabilities and stockholders deficit
    
    $
    958,443
    
    
    $
    845,250
  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,
    
    
    to2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    September 30, 2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    900,000Operating expenses:Research and development
    
    
    720,505
    
    
    
    2,818,398
    
    
    
    3,441,041
    
    
    
    9,107,664
    
    
    
    115,221,089General and administrative
    
    
    705,904
    
    
    
    1,703,609
    
    
    
    3,768,972
    
    
    
    5,906,849
    
    
    
    63,270,226Purchased in-process
research and development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,146,544Total operating expenses
    
    
    1,426,409
    
    
    
    4,522,007
    
    
    
    7,210,013
    
    
    
    15,014,513
    
    
    
    190,637,859Loss from operations
    
    
    (1,426,409
    )
    
    
    (4,522,007
    )
    
    
    (7,210,013
    )
    
    
    (15,014,513
    )
    
    
    (189,737,859
    )Other income (expense)
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    
    
    
    
    (1,517,878
    )Interest expense, net
    
    
    (634,679
    )
    
    
    (609,817
    )
    
    
    (1,883,730
    )
    
    
    (1,610,314
    )
    
    
    (9,367,631
    )Investment income
    
    
    788
    
    
    
    20,509
    
    
    
    6,007
    
    
    
    72,788
    
    
    
    7,701,295Net loss
    
    
    (2,060,300
    )
    
    
    (5,111,315
    )
    
    
    (9,022,736
    )
    
    
    (16,552,039
    )
    
    
    (192,922,073
    )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
    
    
    (2,060,300
    )
    
    
    (5,111,315
    )
    
    
    (9,022,736
    )
    
    
    (16,552,039
    )
    
    
    (202,214,374
    )Basic and diluted net
loss attributable to
common stockholders
per share
    
    $
    (0.09
    )
    
    $
    (0.25
    )
    
    $
    (0.39
    )
    
    $
    (0.80
    )Weighted average common
shares outstanding
    
    
    23,306,250
    
    
    
    20,811,819
    
    
    
    22,942,538
    
    
    
    20,808,966
  4




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##### Table of Contents



Alseres Pharmaceuticals, Inc.
 
 
 From Inception(October 16,1992) toNine Months Ended September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (9,022,736
    )
    
    $
    (16,552,039
    )
    
    $
    (192,922,073
    )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
    
    
    531,242
    
    
    
    469,019
    
    
    
    3,039,807Non-cash charges related to options, warrants and common stock
    
    
    1,427,265
    
    
    
    1,266,161
    
    
    
    11,007,060Amortization and depreciation
    
    
    56,265
    
    
    
    33,502
    
    
    
    2,775,211Changes in operating assets and liabilities:(Increase) decrease in prepaid expenses and other current assets
    
    
    (121,831
    )
    
    
    569,456
    
    
    
    437,029(Decrease ) increase in accounts payable and accrued expenses
    
    
    (1,001,520
    )
    
    
    423,842
    
    
    
    3,121,615Increase in accrued interest payable
    
    
    1,352,488
    
    
    
    1,136,672
    
    
    
    3,665,578(Decrease) increase in accrued lease
    
    
    (35,531
    )
    
    
    (29,729
    )
    
    
    157,817Net cash used for operating activities
    
    
    (6,814,358
    )
    
    
    (12,683,116
    )
    
    
    (152,720,912
    )Cash flows from investing activities:Cash acquired through Merger
    
    
    
    
    
    
    
    
    
    
    1,758,037Purchases of fixed assets
    
    
    
    
    
    
    (144,057
    )
    
    
    (1,652,114
    )Decrease (increase) in security deposits and other assets
    
    
    61,038
    
    
    
    (4,331
    )
    
    
    (435,459
    )(Increase) in indemnity fund
    
    
    (287
    )
    
    
    
    
    
    
    (115,749
    )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
    
    
    60,751
    
    
    
    1,082,845
    
    
    
    (445,285
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    1,000,000
    
    
    
    2,541
    
    
    
    65,731,339Proceeds from issuance of preferred stock
    
    
    4,900,000
    
    
    
    
    
    
    
    39,922,170Preferred 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
    
    
    6,874,812
    
    
    
    10,002,541
    
    
    
    153,361,376Net increase (decrease) in cash and cash equivalents
    
    
    121,205
    
    
    
    (1,597,730
    )
    
    
    195,179Cash and cash equivalents, beginning of period
    
    
    73,974
    
    
    
    2,933,292
    
    
    
    Cash and cash equivalents, end of period
    
    $
    195,179
    
    
    $
    1,335,562
    
    
    $
    195,179Supplemental 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
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Research and development
    
    $
    
    
    
    $
    122,819
    
    
    $
    447,612
    
    
    $
    398,517General and administrative
    
    
    56,085
    
    
    
    242,536
    
    
    
    779,654
    
    
    
    782,501$
    56,085
    
    
    $
    365,355
    
    
    $
    1,227,266
    
    
    $
    1,181,018Impact on basic and diluted
net loss attributable to
common stockholders per
share
    
    $
    (0.00
    )
    
    $
    (0.02
    )
    
    $
    (0.05
    )
    
    $
    (0.06
    )
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Expected term
    
    
    
    
    
    
    
    
    
    5 years
    
    5 yearsRisk-free interest rate
    
    
    
    
    
    
    
    
    
    
    1.36
    %
    
    
    2.5%  3.7%Stock volatility
    
    
    
    
    
    
    
    
    
    
    90
    %
    
    
    76%Dividend yield
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    0%
       Nine months ended September 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
    
    
    (3,214,103
    )
    
    
    2.87
    
    
    
    (334,656
    )
    
    
    8.99Outstanding at end of period
    
    
    3,702,800
    
    
    $
    1.63
    
    
    
    4,200,209
    
    
    $
    2.90Options exercisable at end of period
    
    
    3,495,300
    
    
    $
    1.65
    
    
    
    2,900,799
    
    
    $
    2.99
 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
    
    
    4.6 years
    
    $
    1.15
    
    
    
    2,523,000
    
    
    4.4 years
    
    $
    1.15$2.00  $3.00
    
    
    684,197
    
    
    5.6 years
    
    
    2.32
    
    
    
    684,197
    
    
    5.6 years
    
    
    2.31$3.10  $4.65
    
    
    255,363
    
    
    7.0 years
    
    
    3.40
    
    
    
    237,863
    
    
    6.9 years
    
    
    3.42$4.99  $6.96
    
    
    28,500
    
    
    4.3 years
    
    
    5.47
    
    
    
    28,500
    
    
    4.3 years
    
    
    5.47$8.95  $13.06
    
    
    8,740
    
    
    2.0 years
    
    
    10.55
    
    
    
    8,740
    
    
    2.0 years
    
    
    10.55$15.62  $22.36
    
    
    13,000
    
    
    0.6 years
    
    
    17.09
    
    
    
    13,000
    
    
    0.6 years
    
    
    17.093,702,800
    
    
    4.9 years
    
    $
    1.63
    
    
    
    3,495,300
    
    
    4.8 years
    
    $
    1.65
   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
  Beneficial Conversion Features
  10




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##### Table of Contents



Subsidiary Promissory Note
   11




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##### Table of Contents



6. Exit Activities
 Office Relocation
    CashPayments,
    
    
    Accrual atAccrual at
    
    
    Net of Sublease
    
    
    September 30,December 31, 2008
    
    
    Receipts 2009
    
    
    2009Lease Amendment
    
    $
    193,348
    
    
    $
    35,531
    
    
    $
    157,817Short-term portion of lease accrual
    
    
    45,425
    
    
    
    
    
    
    
    46,390Long-term portion of lease accrual
    
    $
    147,923
    
    
    
    
    
    
    $
    111,427
  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
    

    
    
    300,000August 26, 2009
    
    
    12,000
    

    
    
    300,000September 10, 2009
    
    
    12,000
    

    
    
    300,000September 28, 2009
    
    
    16,000
    

    
    
    400,000196,000
    

    
    $
    4,900,000
  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
    
    September 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market funds  current assets
    
    $
    189,511
    
    
    $
    189,511
    
    
    $
    
    
    
    $
    Money market funds  long term assets
    
    
    115,749
    
    
    
    115,749
    
    
    
    
    
    
    
    Total
    
    $
    305,260
    
    
    $
    305,260
    
    
    $
    
    
    
    $
    
   11. New Accounting Pronouncements
  16




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##### Table of Contents



12. Subsequent Events
  
 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;
 17




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##### Table of Contents




    
    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.
      Cost Reduction
  18




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##### Table of Contents



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 Nine
    
    From InceptionMonths Ended
    
    Months Ended
    
    (October 16, 1992) toProgram
    
    September 30, 2009
    
    September 30, 2009
    
    September 30, 2009Molecular imaging
    
    $
    125,000
    
    
    $
    627,000
    
    
    $
    27,278,000Regenerative therapeutics
    
    $
    (30,000
    )
    
    $
    306,000
    
    
    $
    28,892,000Neurodegenerative disease
    
    $
    
    
    
    $
    20,000
    
    
    $
    1,131,000
  Critical Accounting Policies and Estimates
  20




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##### Table of Contents



Going Concern Basis of Accounting
  Research Contracts
  Fair Value and Classification of Financial Instruments
    Lease Accrual
  Stock-Based Compensation
  21




---



##### Table of Contents



Marketable Securities
  Results of Operations
 Three Months Ended September 30, 2009 and 2008
      22




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##### Table of Contents



Nine Months Ended September 30, 2009 and 2008
       Liquidity and Capital Resources
    23




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##### Table of Contents



Securities or DebtDate
    
    Net Proceeds Raised
    
    Instrument IssuedSeptember 2009
    
    $0.7 million
    
    Convertible Preferred StockAugust 2009
    
    $0.6 million
    
    Convertible Preferred StockJuly 2009
    
    $0.6 million
    
    Convertible Preferred StockJune 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.       24




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##### Table of Contents



Contractual Obligations and Commitments
   Recent Accounting Pronouncements
     25




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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
  26




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##### Table of Contents



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.
    27




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##### Table of Contents



Item 6  Exhibits
 10.1
    
    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)10.2
    
    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)10.3*
    
    Securities Purchase Agreement dated August 11, 2009, by and between the Company and Robert L. Gipson10.4
    
    Securities Purchase Agreement dated August 26, 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 September 1, 2009 and incorporated
herein by reference)10.5
    
    Securities Purchase Agreement dated September 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 September 16, 2009 and
incorporated herein by reference)10.6
    
    Securities Purchase Agreement dated September 28, 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 October 2, 2009 and
incorporated herein by reference)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. 28




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##### Table of Contents



SIGNATURES
  ALSERES PHARMACEUTICALS, INC
(Registrant)DATE: November 16, 2009
    /s/ Peter G. SavasPeter G. SavasChief Executive Officer
(Principal Executive Officer)DATE: November 16, 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) 29