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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (Amendment
No. )
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
þ Definitive Proxy
Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to §240.14a-12
ALSERES PHARMACEUTICALS, INC.
(Name of Registrant as Specified in
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
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Fee computed on table below per Exchange Act Rules l4a-6(i)(l)
and 0-11.
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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o Fee paid
previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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ALSERES
PHARMACEUTICALS, INC.
85 Main Street
Hopkinton, Massachusetts 01748
October 1, 2007
To our Stockholders:
I am pleased to invite you to attend the Special Meeting of
Stockholders of Alseres Pharmaceuticals, Inc. to be held on
Tuesday, October 30, 2007 at 8:30 a.m., local time, at
the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60
State Street, Boston, Massachusetts 02109.
The Notice of Meeting and Proxy Statement on the following pages
describe the matters to be presented at the Special Meeting. We
encourage you to carefully read these materials.
The Board of Directors of Alseres recommends that you vote in
favor of each proposal set forth in the Notice of Special
Meeting and Proxy Statement.
Your vote is important. Whether or not you plan to attend the
Special Meeting, I hope you will vote as soon as possible.
Voting by written proxy, over the Internet or by touch-tone
telephone will ensure your representation at the Special Meeting
if you do not attend in person. If you do attend the Special
Meeting, you may withdraw your proxy and vote in person if you
so desire.
Thank you for your continued support.
Sincerely,
Peter G. Savas
Chief Executive Officer
ALSERES
PHARMACEUTICALS, INC.
85 Main Street
Hopkinton, Massachusetts 01748
TABLE OF CONTENTS
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On October 30,
2007
To our stockholders:
Notice is hereby given that the Special Meeting of Stockholders
(the “Special Meeting”) of Alseres Pharmaceuticals,
Inc., a Delaware corporation (also referred to in this proxy
statement as the “Company,” “Alseres,”
“we” or “us”), will be held on
October 30, 2007, at 8:30 a.m., local time, at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts, 02109, to consider and vote upon
the following matters:
1. To approve the issuance of up to 7,517,222 shares
of our common stock which may be issued upon the conversion of
certain of our convertible promissory notes in the aggregate
principal amount of $16,000,000, as required by NASDAQ
Marketplace Rule 4350, as described more fully in the
accompanying proxy statement.
2. To transact such other business as may properly come
before the Special Meeting or any postponements or adjournments
of the meeting.
Holders of our common stock of record at the close of business
on September 17, 2007 are entitled to notice of and to vote
at the Special Meeting or any postponements or adjournments
thereof. A complete list of such stockholders will be open to
the examination of any stockholder at our principal executive
offices at 85 Main Street Hopkinton, MA 01748, during
ordinary business hours, for a period of ten days prior to the
Special Meeting as well as on the day of the Special Meeting.
The Special Meeting may be adjourned from time to time without
notice other than by announcement at the Special Meeting.
Your vote is important regardless of the number of shares you
own. Whether you expect to attend the Special Meeting or not,
please complete, sign, date and promptly return the enclosed
proxy card in the postage-prepaid envelope we have provided. If
you are the record holder of your shares, you can also authorize
the voting of your shares over the Internet or by telephone as
provided in the instructions set forth on the enclosed proxy
card. Your prompt response is necessary to assure that your
shares are represented at the Special Meeting. You can change
your vote and revoke your proxy at any time before the polls
close at the Special Meeting by following the procedures
described in the accompanying proxy statement.
All stockholders are cordially invited to attend the Special
Meeting of Stockholders.
By Order of the Board of Directors,
PETER G. SAVAS,
Chief Executive Officer
Hopkinton, Massachusetts
October 1, 2007
ALSERES
PHARMACEUTICALS, INC.
85 Main Street
Hopkinton, Massachusetts 01748
This Proxy Statement contains information about the Special
Meeting of Stockholders of Alseres Pharmaceuticals, Inc. (also
referred to in this Proxy Statement as the “Company,”
“Alseres,” “we” or “us”). The
Special Meeting is scheduled to be held at 8:30 am, local time,
on Tuesday, October 30, 2007 (the “Special
Meeting”) at the offices of Wilmer Cutler Pickering Hale
and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.
Holders of record of our common stock, $.01 par value per
share, as of the close of business on September 17, 2007,
will be entitled to notice of and to vote at the Special Meeting
and any adjournment or adjournments thereof. As of that date,
there were 20,698,074 shares of our common stock issued and
outstanding and entitled to vote. Each share of common stock is
entitled to one vote on any matter presented at the Special
Meeting.
If proxies in the accompanying form are properly executed and
returned, the shares of common stock represented thereby will be
voted in the manner specified therein. If not otherwise
specified, the shares of common stock represented by the proxies
will be voted FOR the approval of the issuance of up to
7,517,222 shares of our common stock which may be issued
upon the conversion of certain of our convertible promissory
notes in the aggregate principal amount of $16,000,000, as
required by NASDAQ Marketplace Rule 4350, and in the
discretion of the persons named in the enclosed form of proxy,
on any other proposals which may properly come before the
Special Meeting or any postponements or adjournments thereof.
Any stockholder who has submitted a proxy may revoke it at any
time before it is voted, by written notice addressed to and
received by the Secretary of the Company, by submitting a duly
executed proxy bearing a later date or by electing to vote in
person at the Special Meeting. The mere presence at the Special
Meeting of the person appointing a proxy does not, however,
revoke the appointment.
The presence, in person or by proxy, of holders of shares of a
majority of our common stock issued and outstanding and entitled
to vote at the Special Meeting, shall constitute a quorum with
respect to all matters. The action proposed herein may be taken
upon the affirmative vote of stockholders possessing a majority
of the requisite voting power which are present in person or by
proxy at the Special Meeting, provided a quorum is present.
Abstentions are included in the shares present at the Special
Meeting for purposes of determining whether a quorum is present,
and are counted as a vote against for purposes of determining
whether a proposal is approved. Broker non-votes (when shares
are represented at the Special Meeting by a proxy specifically
conferring only limited authority to vote on certain matters and
no authority to vote on other matters) are included in the
determination of the number of shares represented at the Special
Meeting for purposes of determining whether a quorum is present
but are not counted for purposes of determining whether a
proposal has been approved and thus have no effect on the
outcome.
Under the Delaware General Corporation Law, holders of shares of
our common stock are not entitled to demand appraisal of their
shares or exercise similar rights of dissenters as a result of
the approval of the proposal to be presented at the Special
Meeting.
This Proxy Statement, together with the related proxy card and
the Notice of Special Meeting, is being mailed to our
stockholders on or about October 1, 2007.
PROPOSAL ONE
TO APPROVE OF THE ISSUANCE OF UP TO 7,517,222 SHARES OF OUR
COMMON STOCK WHICH MAY BE ISSUED UPON THE CONVERSION OF CERTAIN
OF OUR CONVERTIBLE PROMISSORY NOTES IN THE AGGREGATE
PRINCIPAL AMOUNT OF $16,000,000, AS REQUIRED BY NASDAQ
MARKETPLACE RULE 4350
Background
As reported in our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2007, at June 30, 2007,
we had available cash and cash equivalents of approximately
$2,361,966, and our net working capital deficit was
approximately $325,000. We believe that the cash and cash
equivalents available at June 30, 2007, combined with the
$10,000,000 in convertible promissory notes issued in August
2007 as described below, will not provide sufficient working
capital to meet our anticipated expenditures for the next twelve
months. We will therefore need to raise additional capital in
the immediate future through collaboration agreements with other
pharmaceutical or biotechnology companies, debt financing
and/or
equity offerings in order to continue as a going concern.
In March 2007, we entered into a convertible promissory note
purchase agreement pursuant to which we could borrow up to an
aggregate principal amount of $15,000,000 prior to
December 31, 2007, from Robert L. Gipson, Thomas L. Gipson
and Arthur Koenig, collectively, the Lenders. In May 2007, we
amended and restated such purchase agreement to
(i) eliminate the requirement for the existing purchasers
thereunder to make further advances under the agreement and
(ii) add Highbridge International, LLC, or Highbridge, as a
lender thereunder. In August 2007, we further amended and
restated the purchase agreement to (i) increase the amount
we could borrow by $10,000,000 and (ii) add Ingalls and
Snyder Value Partners, L.P., or ISVP, as a lender thereunder.
As of August 31, 2007, we had issued the following
convertible promissory notes, or the Notes:
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Principal Amount of
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Name of Lender
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Convertible Promissory Note
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Robert L. Gipson
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$
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3,000,000
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Thomas L. Gipson
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$
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3,000,000
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Arthur Koenig
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$
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3,000,000
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Highbridge International, LLC
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$
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6,000,000
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Ingalls and Snyder Value Partners,
L.P.
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$
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10,000,000
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The outstanding principal amount borrowed under the Notes,
including any accrued interest thereon, shall be due and payable
upon the earliest to occur of: (i) December 31, 2010;
and (ii) the date on which a Lender declares an event of
default (as defined in the purchase agreement), the first of
these events to occur referred to as the “Maturity
Date.” After December 31, 2007, and subject to
applicable law, each Lender may elect to convert the Total
Converted Balance held by such Lender into (i) shares of
our common stock at a conversion price of $2.50 per share or
(ii) into the right to receive from us the following
payments related to our molecular imaging products: for each
$1,000,000 of Total Converted Balance, (A) 2% of
Pre-Commercial Income; plus (B) a royalty at a rate of 0.5%
of Net Sales of Molecular Imaging Products (each as defined in
the purchase agreement).
The terms of the Notes prevent the conversion of the Notes into
shares of our common stock if at the time of such conversion
(i) the common stock issuable to any Lender, when taken
together with all shares of common stock then held or otherwise
beneficially owned by such Lender exceeds 19.9%, or 9.99% for
Highbridge and ISVP, of the total number of issued and
outstanding shares of our common stock immediately prior to such
conversion, or (ii) the common stock issuable to such
Lender exceeds 19.9%, or 9.99% for Highbridge and ISVP, of the
total number of issued and outstanding shares of our common
stock immediately prior to such conversion, in each case unless
and until our stockholders approve such conversion.
We are seeking stockholder approval for the issuance of the
shares of common stock issuable upon conversion of the Notes
held by Highbridge and ISVP only. The following table sets forth
the total number of
2
additional shares of common stock we may be required to issued
to each of Highbridge and ISVP and the total number of shares of
common stock that will be held by each of Highbridge and ISVP if
we issue the total number of shares of common stock issuable
upon conversion of their Notes:
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Total
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Current
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Shares Issuable Upon
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Potential
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Name of Lender
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Ownership
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Conversion of Notes
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Ownership
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Highbridge International, LLC
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72,992
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2,400,000
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2,472,992
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Ingalls and Snyder Value Partners,
L.P.
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100,000
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4,000,000
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4,100,000
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Assuming the conversion of the Highbridge and ISVP Notes,
including the potential interest through maturity, we could be
required to issue up to an aggregate of 7,517,222 shares of
common stock to Highbridge and ISVP.
Stockholder
Approval Requirement under NASDAQ Marketplace
Rule 4350
Our common stock is currently listed on the NASDAQ Capital
Market and as such we are subject to NASDAQ Marketplace Rules.
Since the total number of shares of common stock that may be
issued in connection with the conversion of the Highbridge and
ISVP Notes could exceed 20% of our outstanding common stock or
voting power as of August 31, 2007, stockholder approval is
required pursuant to NASDAQ Marketplace Rule 4350(i)(1)(D).
Pursuant to the purchase agreement, we agreed to use our best
efforts to seek stockholder approval for Proposal One. Upon
such approval, each of Highbridge and ISVP may elect to convert
their respective Notes into shares of our common stock at any
time after December 31, 2007.
Our Board of Directors recommends that you vote FOR the
proposal to approve the issuance of up to 7,517,222 shares
of our common stock which may be issued upon the conversion of
certain of our convertible promissory notes in the aggregate
principal amount of $16,000,000, as required by NASDAQ
Marketplace Rule 4350.
3
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of
August 31, 2007, regarding the beneficial ownership of our
common stock by:
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each person or “group,” as that term is defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, that beneficially owns more than 5% of our outstanding
common stock based on currently available Schedules 13D and 13G
filed with the Securities and Exchange Commission;
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each of our directors;
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each of our named executive officers; and
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all of our directors and executive officers as a group.
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Unless otherwise indicated below, the address for each listed
director and executive officer is
c/o Alseres
Pharmaceuticals, Inc., 85 Main Street, Hopkinton, Massachusetts
01748. Beneficial ownership shown is determined in accordance
with the rules of the Securities and Exchange Commission and, as
a result, includes voting and investment power with respect to
shares.
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Amount and
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Nature of
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Beneficial
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Percent of
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Name and Address of Beneficial Owner(1)
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Ownership
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Class(2)
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Certain Beneficial Owners of
Common Stock:
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Thomas L. Gipson(3)
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5,186,004
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25.06
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%
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c/o Ingalls &
Snyder LLC
61 Broadway, New York, NY 10006
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Robert L. Gipson(4)
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5,106,004
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24.67
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c/o Ingalls &
Snyder LLC
61 Broadway, New York, NY 10006
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Arthur Koenig(5)
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935,000
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4.52
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c/o Duferco
Steel Inc.
Metro Park South
100 Matawan Rd Suite 400
Matawan, New Jersey
07747-3916
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Directors and Named Executive
Officers:
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Peter G. Savas
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651,620
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3.05
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Chairman of the Board and
Chief Executive Officer(6)
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Mark J. Pykett,
V.M.D., Ph.D., M.B.A.
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331,539
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1.58
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President and Chief Operating
Officer(7)
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Kenneth L. Rice, Jr., J.D.,
LL.M., M.B.A.
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336,111
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1.60
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Executive Vice President Finance
and
Administration, Chief Financial
Officer and Secretary(8)
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Robert S. Langer, Jr., Sc.D.
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91,478
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*
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Director(9)
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Michael J. Mullen, C.P.A.
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55,046
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Director(10)
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John T. Preston
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54,846
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Director(11)
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William Guinness
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15,625
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*
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Director(12)
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Henry Brem
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14,792
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Director(13)
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Gary E. Frashier
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14,792
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Director(14)
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All directors and executive
officers as a group (10 persons)(15)
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1,699,182
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7.59
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%
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4
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Represents less than 1% of the outstanding shares. |
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Except as set forth in the footnotes to this table and subject
to applicable community property law, the persons and entities
named in the table have sole voting and investment power with
respect to all shares. |
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Applicable percentage ownership for each holder is based on
shares of common stock, plus any common stock equivalents and
presently exercisable stock options or warrants held by each
such holder, and options or warrants held by each such holder
that will become exercisable within 60 days after
August 31, 2007, as a percentage of 20,698,074 shares
of common stock outstanding on August 31, 2007. |
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Information is based on a Schedule 13G/A (Amendment
No. 3) filed June 12, 2007 with the Securities
and Exchange Commission. Thomas L. Gipson beneficially owns
5,186,004 shares of common stock and has sole power to vote
or direct the vote of 5,186,004 shares and sole power to
dispose or direct the disposition of 5,186,004 shares. |
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Information is based on a Schedule 13G/A (Amendment
No. 12) filed June 12, 2007 with the Securities
and Exchange Commission. Robert L. Gipson beneficially owns
5,106,004 shares of common stock and has sole power to vote
or direct the vote of 5,106,004 shares and sole power to
dispose or direct the disposition of 5,106,004 shares.
Mr. Gipson is a Senior Director of Ingalls &
Snyder, LLC, a General Partner of ISVP and served as our
director from June 15, 2004 until October 28, 2004. |
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Information is based on a Schedule 13G/A (Amendment
No. 3) filed February 13, 2007 with the
Securities and Exchange Commission. Arthur Koenig beneficially
owns 935,000 shares of common stock and has sole power to
vote or direct the vote of 935,000 shares and sole power to
dispose or direct the disposition of 935,000 shares. |
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Consists of 651,620 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 331,539 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 336,111 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 91,478 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 54,846 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date and
200 shares of common stock held by a revocable trust of
which Mr. Mullen is the trustee. |
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Consists of 54,846 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 15,625 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 14,792 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 14,792 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date. |
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Consists of 1,698,982 shares of common stock issuable upon
exercise of options that are or may be exercisable as of
August 31, 2007 or 60 days after such date and
200 shares of common stock held by a revocable trust of
which Mr. Mullen is the trustee. |
5
STOCKHOLDERS’
PROPOSALS
Stockholders who intend to have a proposal considered for
inclusion in our proxy materials for presentation at our 2008
Annual Meeting of Stockholders must submit the proposal to us on
or before January 4, 2008 at our offices at 85 Main Street,
Hopkinton, Massachusetts 01748, Attention: Secretary.
Stockholders who intend to present a proposal at such meeting
without inclusion of such proposal in our proxy materials
pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, are
required to provide advance notice of such proposal to us at the
aforementioned address not later than March 4, 2008 nor
earlier than February 1, 2008.
If we do not receive notice of a stockholder proposal within
this timeframe, our management will use their discretionary
authority to vote the shares they represent, as our Board of
Directors may recommend. We reserve the right to reject, rule
out of order, or take other appropriate action with respect to
any proposal that does not comply with these other applicable
requirements.
HOUSEHOLDING
OF SPECIAL MEETING MATERIALS
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy
statements. This means that only one copy of our Proxy Statement
may have been sent to multiple stockholders in your household.
We will promptly deliver a separate copy of our Proxy Statement
to you if you write to us at 85 Main Street, Hopkinton,
Massachusetts 01748, or call us at
(508) 497-2360.
If you want to receive a separate copy of the Proxy Statement in
the future, or if you are receiving multiple copies and would
like to receive only one copy for your household, you should
contact your bank, broker, or other nominee record holder, or
you may contact us at the above address and phone number.
OTHER
MATTERS
The Board of Directors is not aware of any matter to be
presented for action at the Special Meeting other than the
matters referred to above and does not intend to bring any other
matters before the Special Meeting. However, if other matters
should properly come before the Special Meeting, it is intended
that holders of the proxies will vote thereon in their
discretion.
GENERAL
The accompanying proxy is solicited by and on behalf of our
Board of Directors, whose notice of meeting is attached to this
Proxy Statement, and the entire cost of such solicitation will
be borne by us.
In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegram by directors,
officers and other employees of the Company who will not be
specially compensated for these services. We will also request
that brokers, nominees, custodians and other fiduciaries forward
soliciting materials to the beneficial owners of shares held of
record by such brokers, nominees, custodians and other
fiduciaries. We will reimburse such persons for their reasonable
expenses in connection therewith.
Certain information contained in this Proxy Statement relating
to the occupations and security holdings of our directors and
officers is based upon information received from the individual
directors and officers.
6
OUR BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND
THE SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE
URGED TO COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY
CARD IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR
COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE
SPECIAL MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY
HAVE SENT IN THEIR PROXY CARDS.
By Order of the Board of Directors,
PETER G. SAVAS,
Chief Executive Officer
Hopkinton, Massachusetts
October 1, 2007
7
| VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow
the instructions to obtain your records and to create an electronic voting instruction form.
ALSERES PHARMACEUTICALS, INC. 85 MAIN ST. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER
COMMUNICATIONS HOPKINTON, MA 01748 If you would like to reduce the costs incurred by Alseres
Pharmaceuticals, Inc. in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access stockholder communications electronically in
future years. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign
and date your proxy card and return it in the postage-paid envelope we have provided or return it
to Alseres Pharmaceuticals, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ALSER1 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ALSERES
PHARMACEUTICALS, INC. The Board of Directors recommends a vote “FOR” the proposal listed below.
Vote on Proposal. For Against Abstain 1. To approve the issuance of up to 7,517,222 shares of our
common stock which may be issued upon the conversion 0 0 0 of certain of our convertible promissory
notes in the aggregate principal amount of $16,000,000, as required by NASDAQ Marketplace Rule
4350. In his or her discretion, the proxy is authorized to vote upon other matters as may properly
come before the Meeting. Please sign your name exactly as it appears hereon. When signing as
attorney-in-fact, executor, administrator, trustee or guardian, please add your title as such. When
signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation,
please sign in full corporate name by duly authorized officer or officer(s) and affix the corporate
seal. For address changes and/or comments, please check this box 0 and write them on the back
where indicated. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date |
| PROXY ALSERES PHARMACEUTICALS, INC. SPECIAL MEETING OF STOCKHOLDERS OCTOBER 30, 2007 The
undersigned hereby constitutes and appoints Peter G. Savas and Kenneth L. Rice, Jr. and each of
them, his or her true and lawful agent and proxy with full power of substitution in each, to
represent and to vote on behalf of the undersigned all of the shares of Alseres Pharmaceuticals,
Inc. (the “Company”) that the undersigned is entitled to vote at the Special Meeting of
Stockholders of the Company to be held on Tuesday, October 30, 2007 at 8:30 a.m., local time, at
the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts
02109, and at any postponements or adjournments thereof, upon the proposal listed on the reverse
side more fully described in the Notice of Special Meeting of Stockholders and Proxy Statement for
the Special Meeting (receipt of which is hereby acknowledged). This Proxy, when properly executed,
will be voted in the manner as directed herein by the undersigned stockholder. IF NO DIRECTION IS
MADE THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1. The Board of Directors recommends that you vote in
favor of Proposal 1. Your vote is important. Please complete, date and sign this proxy and return
it promptly in the enclosed envelope, whether or not you plan to attend the special meeting in
person. A self-addressed, postage-paid envelope is enclosed for your convenience. You may also
complete your proxy by telephone by calling the toll-free number listed on your Voter Instruction
Form or via the Internet at www.proxyvote.com. Address Changes/Comments: ___
___October 1, 2007 Boston, Massachusetts (If you noted any Address
Changes/Comments above, please mark corresponding box on the reverse side.) |
