UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~ D.C. 20549

~~CURRENT~~FORM ~~REPORT~~ 8-K

~~Pursuant to~~CURRENT ~~Section 13~~REPORT ~~or 15(d)~~

ofPursuant to ~~the~~Section 13 ~~Securities~~or ~~Exchange~~15(d) ~~Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~December 12, 2013~~

~~ALSERES~~Date ~~PHARMACEUTICALS~~of Report (Date of earliest event reported): December 31, ~~INC.~~2013

~~(Exact~~ALSERES ~~Name~~PHARMACEUTICALS, ofINC. ~~Registrant as Specified in Charter)~~

Delaware		0-6533		87-0277826
(State or Other Jurisdiction of Incorporation		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

239 South Street, Hopkinton, Massachusetts	01748
Delaware	0-6533	87-0277826
(Address of Principal Executive Offices)	(Zip Code)
(State or Other Juris diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (508) 497-2360


239 South Street, Hopkinton, Massachusetts		01748
(Address of Principal Executive Offices)		(Zip Code)

~~(Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since~~code: ~~Last Report~~(508) 497-2360

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17 ~~CFR~~see ~~230~~General Instruction A.~~425~~2. below):

¨ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~TABLE~~¨ OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Table Entryof into Material Definitive Agreements Contents

~~SIGNATURE~~TABLE OF CONTENTS

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Item 1.01. Entry into Material Definitive Agreements		3

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Item 1.01. Entry into Material. Definitive Agreements.

OnLoan ~~July 31,~~Consolidation: 2012 we executed a License Agreement with Navidea under which we granted Navidea an exclusive, worldwide sublicense to research, develop, and commercialize Altropane. In connection with the execution of this agreement, Navidea made a one-time sublicense execution payment to us equal to (i) One Hundred Seventy-Five Thousand Dollars ($175,000) and (ii) issued us 300,000 shares of NAVB common stock.

~~The~~On ~~license~~December 31, ~~agreement~~2013 ~~also~~we ~~provided~~executed a ~~for~~Loan ~~contingent~~Consolidation ~~milestone~~Agreement ~~payments~~with Robert Gipson. From 2009 through the date of upthe execution of the Loan Consolidation Agreement, a series of working capital loans were made to the Company by Mr. Gipson, evidenced by demand promissory notes and totaling $27,135,000 and bearing interest at 7% per annum.9 ~~million~~Interest on these notes was accrued and totaled approximately $1,400,000 at the execution date. Mr. Gipson agreed to forgive the accrued interest on the prior notes, cancel all of the prior notes and to consolidate the total outstanding debt of $27,135,000 into a new note.5 ~~million~~The terms of ~~which~~the ~~will~~consolidated ~~principally occur~~note include interest at 3.2% per annum payable semi-annually in arrears and principal to be repaid on or before December 31, 2016. The consolidated note also includes semi-annual cash draws for the ~~time~~future working capital needs of ~~product~~the ~~registration~~Company. orThe ~~upon~~draws ~~commercial~~will ~~sales~~be a minimum of $110,000 and ~~the~~are ~~issuance~~to ofbe upadded to anprincipal ~~additional~~when 1drawn.~~15 million~~ ~~shares~~Coincident with the execution of ~~Navidea~~the ~~stock~~Loan Consolidation Agreement, ~~950~~the Company and Mr. Gipson also executed a Security Agreement which provides Mr. Gipson with an undivided security interest in and to all personal and intellectual property of the Company subject to all existing liens,~~000~~ ~~shares~~encumbrances and license rights previously granted by the Company. The Security Agreement also provides for the Company to be free to dispose of ~~which~~or ~~are~~liquidate ~~issuable~~the atcollateral without any prior waiver or authorization from Mr. Gipson so long as the ~~time~~proceeds of ~~product~~any ~~registration~~such disposition are used to pay down the principal on the consolidated loan or ~~upon~~Mr. Gipson ~~commercial~~affirmatively ~~sales~~waives such obligation in writing.

OnRoyalty ~~December 12,~~Liability ~~2013~~Release: we were notified that Navidea had enrolled the first patient in a Phase III clinical trial of Altropane in the United States resulting in the payment of the cash sum of $200,000 to us and in the issuance of 100,000 shares of Navidea common stock to us.

In July 2012 we entered into a License Agreement with Navidea under which we granted Navidea an exclusive, worldwide sublicense to research, develop, and commercialize Altropane. In connection with the execution of this agreement, Navidea made a one-time sublicense execution payment to us equal to (i) One Hundred Seventy-Five Thousand Dollars ($175,000) and (ii) issued us 300,000 shares of NAVB common stock.

In addition to contingent milestone payments the license agreement also provides for Navidea to pay us royalties on commercial sales of the Altropane product by Navidea or its agents and partners depending on the in-market.

In 2012 certain prior lenders to the Company agreed to convert $16,000,000 of outstanding debt to the right to receive a royalty on sales of Altropane, if and when it is approved and commercially sold such royalty totaling 8%.

On December 31, 2013 the Company entered into a Release of Liability Agreement with the prior lenders referenced above pursuant to which the lenders unconditionally released the Company from any and all liability to pay any royalties to them on future sales of Altropane.

Coincident with the execution of the Release of Liability Agreement with the prior lenders, the Company entered into a Purchase and Sale Agreement with Royalty Realization IV, LLC, an independent company in the business of investing in potential royalty streams from a variety of products. The agreement provides that, in exchange for $25,000 cash consideration to the Company, Royalty Realization IV agreed to pay 8% royalties on future sales of Altropane to the above referenced lenders and the Company agreed to instruct Navidea to pay the 8% royalty due to the Company directly to Royalty Realization IV if and when such royalty is earned by the Company.

Settlement of Creditor Obligation:

As of December 24, 2013 the Company owed its prior law firm, Wilmer, Cutler, Pickering Hale and Dorr a total of $298,600 for services rendered to the Company in prior years. The Company and the creditor agreed to settle the outstanding liability for a total cash payment of $52,400 made by the Company.

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.

	~~Alseres Pharmaceuticals, Inc.~~	Alseres Pharmaceuticals, Inc.
Date: December 17, 2013	By:	/s/ Kenneth L. Rice, Jr.
Date: January 6, 2014		By:	/s/ Kenneth L. Rice, Jr.
		~~Kenneth L. Rice, Jr.~~	Kenneth L. Rice, Jr.
		~~Executive Vice President, Finance and Administration and Chief Financial Officer~~	Executive Vice President, Finance and Administration and Chief Financial Officer

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UNITEDTable STATESof Contents

Item 1.01.Table Entryof into Material Definitive Agreements Contents

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