Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~November 3117, ~~2013~~2014

ALSERES PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

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

239 South Street, Hopkinton, Massachusetts		01748
275 Grove Street suite 2-400 Auburndale, MA		02466
(Address of Principal Executive Offices)		(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

TABLE OF CONTENTS

Item 1.01. Entry into Material Definitive Agreements		3
SIGNATURE		3


Item 1.01. Other Information			3

SIGNATURE

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Item 1.01. ~~Entry~~Other ~~into Material. Definitive Agreements.~~Information

~~Loan~~Amendment ~~Consolidation~~of Certificate of Incoroproation:

On ~~December~~ November 3117, ~~2013~~2014, wepursuant ~~executed a~~to ~~Loan Consolidation Agreement with Robert Gipson. From 2009 through~~ the ~~date~~authorization of the ~~execution~~Board of ~~the~~Directors ~~Loan Consolidation Agreement, a series~~ of ~~working capital loans were made to~~ the Company ~~by Mr. Gipson~~, ~~evidenced~~we byfiled ~~demand~~a ~~promissory~~Certificate notes and totaling $7,135,000 and bearing interest at 7% per annum. 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~~Amendment ~~prior notes and~~ to ~~consolidate~~ the ~~total~~Certificate ~~outstanding debt~~ of ~~$7,135,000~~Incorporation ~~into a new note. The terms~~ of the consolidated 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 future working capital needs of the Company. ~~The draws will be a minimum of $110,000 and are to be added to principal when drawn. Coincident~~ with the ~~execution~~ ofDelaware ~~the~~division Loan Consolidation Agreement, 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, encumbrances and license rights previously granted by the Company~~Corporations. The ~~Security~~amendment ~~Agreement~~is ~~also provides for the Company to be free to dispose of or liquidate the collateral without any prior waiver or authorization~~set ~~from~~out ~~Mr. Gipson~~below: ~~so long as the proceeds of any such disposition are used to pay down the principal on the consolidated loan or Mr. Gipson affirmatively waives such obligation in writing.~~

~~Royalty~~Article ~~Liability~~IV. ~~Release:~~

InSection 1. ~~July~~Reverse Stock ~~2012~~Split. weEffective ~~entered~~upon ~~into a~~the ~~License~~filing ~~Agreement~~of this Certificate of Amendment of the Certificate of Incorporation of the Corporation with ~~Navidea~~the ~~under~~Secretary ~~which~~of weState ~~granted~~of ~~Navidea~~the anState ~~exclusive,~~of ~~worldwide~~Delaware ~~sublicense~~(the to“Effective ~~research~~Time”), ~~develop~~each five thousand (5,000) shares of Common Stock of the Corporation issued and ~~commercialize~~outstanding ~~Altropane.~~immediately Inprior ~~connection~~to ~~with~~the Effective Time (“Old Common Stock”) shall automatically be combined and converted, without any action on the ~~execution~~part of ~~this~~the ~~agreement~~holder thereof, into ~~Navidea~~one ~~made~~(1) share aof ~~one~~fully paid and non-~~time~~assessable ~~sublicense~~Common ~~execution~~Stock of the Corporation (the “Reverse Stock Split”). This Reverse Stock Split shall be effected on a certificate by certificate basis, and no fractional shares shall be ~~payment~~issued as a result of this Reverse Stock Split. In lieu thereof, the Corporation shall pay to useach holder of any such fractional share an amount equal to ~~(i) One~~the ~~Hundred~~fair ~~Seventy-Five~~value ~~Thousand~~thereof ~~Dollars~~at ~~($175~~the Effective Time as determined in good faith by the Board of Directors. Each certificate that,~~000)~~ prior to the Effective Time, represented shares of Old Common Stock shall, from and ~~(ii) issued~~after usthe ~~300~~Effective Time,~~000~~ represent that number of whole shares of ~~NAVB~~Common ~~common~~Stock ~~stock~~into which the shares of Old Common Stock represented by such certificate have been reclassified pursuant to this Certificate of Amendment. All number of shares and all amounts stated on a per share basis contained in this Certificate of Amendment are stated after giving effect to the Reverse Stock Split and no further adjustment shall be made as a consequence of the Reverse Stock Split. Appropriate adjustments to reflect the effect of the Reverse Stock Split are to be made to any outstanding options to purchase the Old Common Stock of the Corporation.

~~In addition~~Section 2. The Corporation is authorized to ~~contingent~~issue ~~milestone~~two ~~payments~~classes ~~the~~of ~~license~~stock ~~agreement~~to ~~also~~be ~~provides~~designated ~~for~~“Common ~~Navidea~~Stock” toand Preferred ~~pay~~Stock. usThe ~~royalties~~total onnumber ~~commercial~~of ~~sales~~shares of Common Stock that the ~~Altropane~~Corporation ~~product~~is byauthorized ~~Navidea~~to orissue ~~its~~is ~~agents~~Eighty Million (80,000,000) shares, par value $0.01 per share and ~~partners~~One ~~depending~~Million on(1,000,000) shares ~~the~~of ~~in-market~~Preferred Stock par value $0.01 per share.

InPursuant ~~2012~~to ~~certain~~the ~~prior~~requirements ~~lenders~~of to the ~~Company~~Securities ~~agreed~~Exchange toAct ~~convert~~of ~~$16~~1934,~~000,000~~ ofthe ~~outstanding~~Registrant ~~debt~~has toduly ~~the~~caused ~~right~~this report to ~~receive~~be asigned ~~royalty~~ on ~~sales~~its ofbehalf ~~Altropane, if and~~by ~~when~~the itundersigned ishereunto ~~approved~~duly ~~and commercially sold such royalty totaling 8%~~authorized.

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.


	Alseres Pharmaceuticals, Inc.

Date: November 21, 2014	By:	/s/ Kenneth L. Rice, Jr.

		Kenneth L. Rice, Jr.
		Executive Vice President, Finance and Administration and Chief Financial Officer

~~Coincident~~-3- 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.

-3-

Alseres Pharmaceuticals, Inc.

Date: January 6, 2014

/s/ Kenneth L. Rice, Jr.

Kenneth L. Rice, Jr.

Executive Vice President, Finance and Administration and Chief Financial Officer

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