SOLIGENIX, INC.

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Background and Proposed Amendment

As of July 20, 2026, our Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), authorizes us to issue a total of 75,350,000 shares of capital stock, consisting of (a) 75,000,000 shares of Common Stock, (b) 230,000 shares of undesignated preferred stock (none of which are currently outstanding), (c) 10,000 shares of Series B Convertible Preferred Stock, par value $0.05 per share (none of which are currently outstanding), (d) 10,000 shares of Series C Convertible Preferred Stock, par value $0.05 per share (none of which are currently outstanding), and (e) 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share (none of which are currently outstanding).

On June 25, 2026, subject to stockholder approval, the Board of Directors approved an amendment to our Charter to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect the reverse stock split of our Common Stock at a ratio of 1-for-2 to 1-for-20, with the exact ratio within such range to be determined by the Board of Directors at its discretion (such action, the “Reverse Stock Split”). The primary goal of the Reverse Stock Split is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on Nasdaq. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Exchange Act. Although stockholders who hold fewer shares of Common Stock immediately prior to the effective time of the Reverse Stock Split than the Reverse Stock Split ratio selected by the Board of Directors will receive only a cash payment in lieu of a fractional share and will cease to be stockholders of the Company as a result, as described under “Treatment of Fractional Shares in the Reverse Stock Split” below, we do not expect the number of stockholders affected in this manner to be significant in relation to our overall stockholder base, and any resulting reduction in the number of stockholders is an incidental effect of, rather than an intended purpose of, the Reverse Stock Split. The Reverse Stock Split is not intended to modify the rights of existing stockholders in any material respect, other than as a result of the receipt of cash in lieu of a fractional share as described herein.

If the Reverse Stock Split Proposal is approved by our stockholders and the Reverse Stock Split is effected, up to every 20 shares of our outstanding Common Stock would be combined and reclassified into one share of Common Stock. The actual timing for implementation of the Reverse Stock Split would be determined by the Board of Directors based upon its evaluation as to when such action would be most advantageous to us and our stockholders. Notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board of Directors will have the sole authority to elect whether or not and when to amend our Charter to effect the Reverse Stock Split. If the Reverse Stock Split Proposal is approved by our stockholders, the Board of Directors will make a determination as to whether effecting the Reverse Stock Split is in the best interests of us and our stockholders in light of, among other things, our ability to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq without effecting the Reverse Stock Split, the per share price of our Common Stock immediately prior to the Reverse Stock Split and the expected stability of the per

share price of the Common Stock following the Reverse Stock Split. If the Board of Directors determines that it is in the best interests of us and our stockholders to effect the Reverse Stock Split, it will hold a Board of Directors meeting, or act by written consent, to determine the ratio of the Reverse Stock Split. For additional information concerning the factors the Board of Directors will consider in deciding whether to effect the Reverse Stock Split, see below under “Determination of the Reverse Stock Split Ratio” and “Board of Directors Discretion to Effect the Reverse Stock Split.”

The text of the proposed amendment to the Charter to effect the Reverse Stock Split is included as Annex A to this proxy statement (the “Reverse Split Amendment”). If the Reverse Stock Split Proposal is approved by our stockholders, we will have the authority to file the Reverse Split Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing; provided, however, that the Reverse Split Amendment is subject to revision to include such changes as may be required by the Office of the Secretary of State of the State of Delaware and as the Board of Directors deems necessary and advisable. The Board of Directors has determined that the amendment is advisable and in the best interests of us and our stockholders and has submitted the amendment for consideration by our stockholders at the Annual Meeting.

If both the Reverse Stock Split Proposal and the Authorized Shares Proposal (Proposal 3) are approved by our stockholders, we anticipate that we will file the Authorized Shares Amendment (as defined in Proposal 3) with the Secretary of State of the State of Delaware prior to filing the Reverse Split Amendment. In that event, the Reverse Split Amendment will be revised to reflect the Charter as then in effect, including the increased number of authorized shares of Common Stock from 75,000,000 to 125,000,000. Annex A to this proxy statement reflects the text of the Reverse Split Amendment as if the Authorized Shares Amendment has not yet been filed; however, if the Authorized Shares Amendment is filed first, the introductory paragraphs of Article IV set forth in the Reverse Split Amendment will be updated to reflect 125,000,000 authorized shares of Common Stock and a corresponding total of 125,350,000 authorized shares of capital stock. No additional stockholder approval will be required in connection with any such revision to the Reverse Split Amendment.

Reasons for the Reverse Stock Split

MAINTAIN NASDAQ LISTING

We are submitting this proposal to our stockholders for approval in order to increase the trading price of our Common Stock to meet the minimum per share bid price requirement for continued listing on Nasdaq. We believe increase in the trading price of our Common Stock may also assist in our capital-raising efforts by making our Common Stock more attractive to a broader range of investors, including institutional investors. Accordingly, we believe that the Reverse Stock Split is in our stockholders’ best interests.

Maintaining our listing on Nasdaq is important to us and our stockholders. Continued listing supports liquidity for our Common Stock, facilitates access to capital on more favorable terms, and enhances our attractiveness to potential strategic partners, collaborators and investors. A Nasdaq listing also provides a level of visibility and credibility with the investment community that we believe would be difficult to replicate if our Common Stock were to trade only on the over-the-counter markets, and helps support continued analyst coverage and institutional investor interest in our Common Stock. Loss of our Nasdaq listing could adversely affect our ability to raise additional capital, could reduce the trading volume and liquidity of our Common Stock, and could make our Common Stock less attractive to current and prospective stockholders, employees and business partners. The Board of Directors believes that preserving our Nasdaq listing is consistent with, and supportive of, our broader efforts to maximize long-term stockholder value, including our ongoing evaluation of strategic alternatives.

On June 10, 2026, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (the “Staff”) indicating that, based upon the closing bid price of Common Stock for the 30 consecutive business day period between April 28, 2026 through June 9, 2026, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we would be provided with a compliance period of 180 calendar days, or until December 7, 2026, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). We are unable to determine if we will regain compliance prior to the expiration of the 180-day period or to provide any assurance that we will qualify for any additional compliance periods.

In order to regain compliance with Nasdaq’s minimum bid price requirement, our Common Stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the compliance period.

We believe that the Reverse Stock Split is our best option to meet the criteria to satisfy the minimum per share bid price requirement for continued listing on Nasdaq. A decrease in the number of outstanding shares of our Common Stock resulting from the Reverse Stock Split should, absent other factors, assist in ensuring that the per share market price of our Common Stock remains above the requisite price for continued listing. However, we cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of Nasdaq following the Reverse Stock Split.

In addition, as noted above, we believe that the Reverse Stock Split and the resulting increase in the per share price of our Common Stock could encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. We believe that the Reverse Stock Split will provide the Board of Directors with flexibility to make our Common Stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Stock and may facilitate future sales of our Common Stock. The Reverse Stock Split could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them from following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

The Board of Directors intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares outstanding is in the best interests of us and our stockholders and is likely to improve the trading price of our Common Stock and improve the likelihood that we will be allowed to maintain our listing on Nasdaq. Accordingly, our Board of Directors approved the Reverse Stock Split as being in the best interests of the Company.

Risks Associated with the Reverse Stock Split

THE REVERSE STOCK SPLIT MAY NOT INCREASE THE PRICE OF OUR COMMON STOCK OVER THE LONG-TERM.

As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq, so that we can remain a Nasdaq-listed company. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

THE REVERSE STOCK SPLIT MAY DECREASE THE LIQUIDITY OF OUR COMMON STOCK.

The Board of Directors believes that the Reverse Stock Split may result in an increase in the market price of our Common Stock, which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split.

THE REVERSE STOCK SPLIT MAY RESULT IN SOME STOCKHOLDERS OWNING “ODD LOTS” THAT MAY BE MORE DIFFICULT TO SELL OR REQUIRE GREATER TRANSACTION COSTS PER SHARE TO SELL.

If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

THE REVERSE STOCK SPLIT MAY LEAD TO A DECREASE IN OUR OVERALL MARKET CAPITALIZATION.

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the Reverse Stock Split ratio, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Common Stock outstanding following the Reverse Stock Split.

Potential Consequences if the Reverse Stock Split Proposal is Not Approved

If the Reverse Stock Split Proposal is not approved by our stockholders, the Board of Directors will not have the authority to effect the Reverse Split Amendment to, among other things, facilitate the continued listing of our Common Stock on Nasdaq by increasing the per share trading price of our Common Stock to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement. Any inability of our Board of Directors to effect the Reverse Stock Split would expose us to delisting from Nasdaq. Upon delisting from Nasdaq, our stock would be traded in the over-the-counter (“OTC”) market via a broker-dealer network. Investors may be required to take additional steps and/or pay additional fees when trading OTC securities because trades must be made through market makers who carry an inventory of securities to facilitate trading. Some institutional investors and retail brokers refrain from buying OTC securities, as they are generally considered to be more risky, with less stringent reporting requirements and lower transparency associated with these securities. As a result, OTC securities have less liquidity than securities traded on a national exchange, such as Nasdaq.

Determination of the Reverse Stock Split Ratio

The Board of Directors believes that stockholder approval of a range of potential Reverse Stock Split ratios is in the best interests of us and our stockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board of Directors will not be more than 1-for-20.

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

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our ability to maintain the listing of our Common Stock on Nasdaq;

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the per share price of our Common Stock immediately prior to the Reverse Stock Split;

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the expected stability of the per share price of our Common Stock following the Reverse Stock Split;

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the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our Common Stock;

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prevailing market conditions;

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general economic conditions in our industry; and

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our market capitalization before and after the Reverse Stock Split.

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We believe that granting our Board of Directors the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If the Board of Directors chooses to implement the Reverse Stock Split, the Company will make a public announcement regarding the determination of the Reverse Stock Split ratio.

Board of Directors Discretion to Effect the Reverse Stock Split

If the Reverse Stock Split Proposal is approved by our stockholders, the Board of Directors will have the discretion to implement the Reverse Stock Split or to not effect the Reverse Stock Split at all. The Board of Directors currently intends to effect the Reverse Stock Split. If the trading price of our Common Stock increases without effecting the Reverse Stock Split, the Reverse Stock Split may not be necessary. The Board of Directors believes it is important to retain the authority to effect the Reverse Stock Split even if we pursue, or are pursuing, other efforts intended to increase the trading price of our Common Stock, because those other efforts may not succeed, or, even if they initially succeed, the trading price of our Common Stock could subsequently decline due to overall market conditions or other factors unrelated to those efforts. Retaining this authority allows the Board of Directors to respond promptly to such circumstances without the delay and expense of seeking additional stockholder approval. Following the Reverse Stock Split, if implemented, there can be no assurance that the market price of our Common Stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split Common Stock can be maintained above $1.00. There also can be no assurance that our Common Stock will not be delisted from Nasdaq, including for other reasons.

If our stockholders approve the Reverse Stock Split Proposal at the Annual Meeting, the Reverse Stock Split will be effected, if at all, only upon a determination by the Board of Directors that the Reverse Stock Split is in the best interests of us and our stockholders at that time. No further action on the part of the stockholders will be required to either effect or abandon the Reverse Stock Split. If our Board of Directors does not implement the Reverse Stock Split prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the stockholders at the Annual Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Split Amendment will be abandoned.

The market price of our Common Stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

We have not proposed the Reverse Stock Split in response to any effort of which we are aware to accumulate our shares of Common Stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board of Directors or our stockholders. Notwithstanding the decrease in the number of outstanding shares of Common Stock following the Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act. Although a limited number of stockholders holding a small number of shares of Common Stock may receive only cash and cease to be stockholders as a result of the treatment of fractional shares in the Reverse Stock Split, as described under “Treatment of Fractional Shares in the Reverse Stock Split” below, we do not believe that this effect is material in relation to our overall stockholder base, and we do not believe the Reverse Stock Split should be considered a “going private” transaction within the meaning of Rule 13e-3.

Effects of the Reverse Stock Split

EFFECTS OF THE REVERSE STOCK SPLIT ON ISSUED AND OUTSTANDING SHARES

If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of Common Stock by a Reverse Stock Split ratio of 1-for-2 to 1-for-20. Accordingly, each of our stockholders will own fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that a stockholder receives cash in lieu of a fractional share of Common Stock in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Reverse Stock Split (other than as a result of the receipt of cash in lieu of a fractional share). Common stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable, and the par value per share of Common Stock will remain $0.001.

As of July 20, 2026, we had 21,765,479 shares of Common Stock outstanding. For purposes of illustration, if the Reverse Stock Split is effected at a ratio of 1-for-2 or 1-for-20, the number of issued and outstanding shares of Common Stock after the Reverse Stock Split would be approximately 10,882,740 shares and 1,088,274 shares, respectively.

We are currently authorized to issue a maximum of 75,000,000 shares of our Common Stock. As of July 20, 2026, there were 21,765,479 shares of our Common Stock issued and outstanding. The number of authorized shares of our Common Stock will not change as a result of the Reverse Stock Split; however, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board of Directors. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split.

Following the Reverse Stock Split, the Board of Directors will have the authority, subject to applicable laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board of Directors deems appropriate. Consistent with our business strategy and while no definitive agreements have been reached, we currently are pursuing various business development opportunities, including potential strategic transactions. We believe having additional authorized and unissued shares will provide the flexibility needed to pursue these and future opportunities. However, at present, we do not have any definitive plans, proposals or understandings to issue the additional shares that would be available if the Reverse Stock Split is approved and effected.

EFFECTS OF THE REVERSE STOCK SPLIT ON OUTSTANDING EQUITY AWARDS AND PLANS

If the Reverse Stock Split is effected, the terms of outstanding equity awards granted under the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2025 Equity Incentive Plan (the “2025 Plan”), including (i) the number of shares and type of Common Stock subject to outstanding awards; and (ii) the per share exercise price of each outstanding award, will be proportionally adjusted to the end that the same proportion of our issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate exercise price; subject to adjustments for any fractional shares as described herein and provided, however, that the number of shares of Common Stock (or other securities or property) subject to any award shall always be a whole number.

The maximum number of shares of Common Stock available for issuance under the 2025 Plan is 6,403,446 shares as of July 20, 2026. On January 1, 2026, the number of shares of Common Stock reserved for issuance automatically increased from 6,000,000 shares to 6,403,446 shares, in accordance with the terms of the 2025 Plan. The number of shares of Common Stock reserved for issuance will automatically increase (i) on January 1 of each calendar year, from January 1, 2027 through January 1, 2035, by the least of (a) four percent of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (b) 1,000,000 shares, or (c) a number determined by our Board of Directors that is less than (a) or (b). The maximum number of shares of Common Stock that may be issued pursuant to the exercise of “incentive stock options”, and the maximum number of shares of Common Stock that may be issued pursuant to the exercise of non-statutory options, will each be 6,000,000, as increased from time to time pursuant to annual increases. None of these limitations will change as a result of the Reverse Stock Split. Thus, the Reverse Stock Split will effectively increase these limits under the 2025 Plan.

Prior to the Reverse Stock Split, the maximum number of shares of Common Stock available for issuance under the 2015 Plan is 6,000,000 shares. We do not have any shares available for future awards under the 2015 Plan. As such, in addition, the total number of shares of Common Stock that may be the subject of future grants under the 2015 Plan, all plan limits (e.g., the total number of shares subject to the 2015 Plan and the 2015 Plan’s limit on the number of stock options or stock appreciation rights that may be granted in any calendar year) will be adjusted and proportionately decreased as a result of the Reverse Stock Split.

EFFECTS OF THE REVERSE STOCK SPLIT ON VOTING RIGHTS

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split (other than as a result of the receipt of cash in lieu of a fractional share). For example, a holder of 1% of the voting power of the outstanding Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding Common Stock after the Reverse Stock Split.

EFFECTS OF THE REVERSE STOCK SPLIT ON REGULATORY MATTERS

We are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect our obligation to publicly file financial and other information with the SEC.

EFFECTS OF THE REVERSE STOCK SPLIT ON AUTHORIZED SHARE CAPITAL

The total number of shares of capital stock that we are authorized to issue will not be affected by the Reverse Stock Split.

Treatment of Fractional Shares in the Reverse Stock Split

The Company does not intend to issue fractional shares of Common Stock in the event that a stockholder owns a number of shares of Common Stock that is not evenly divisible by the Reverse Stock Split ratio. Instead, stockholders who otherwise would be entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split will receive a cash payment in lieu of such fractional share, as described below. If the Reverse Stock Split is effected, each fractional share of Common Stock will be:

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converted into the right to receive a cash payment, without interest, in lieu thereof, in an amount equal to the product of such fraction multiplied by the average of the closing sale prices of the Common Stock on The Nasdaq Capital Market for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split (or, if the Common Stock does not trade on Nasdaq during such period, based on such other measure of the fair market value of the Common Stock as our Board of Directors determines to be appropriate), if such shares of Common Stock are held directly; or

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rounded down to the nearest whole share of Common Stock, if such shares are subject to an award granted under an equity incentive plan, in order to comply with the requirements of Sections 409A and 424 of the Internal Revenue Code of 1986, as amended (the “Code”).

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No holder of Common Stock will be entitled to receive interest on any cash payment made in lieu of a fractional share, and such cash payments will be paid from the Company’s available funds. No stockholder of record will be required to pay any fee or service charge to us or our transfer agent in connection with the payment of cash in lieu of a fractional share of Common Stock to which they may otherwise be entitled. As soon as practicable following the effective time of the Reverse Stock Split, our transfer agent will process the payment of cash in lieu of fractional shares to stockholders who hold their shares directly, in accordance with the procedures described under “Exchange of Share Certificates” below. Generally, stockholders who hold their shares in “street name” through a bank, broker or other nominee will have the cash payment for any fractional share credited to their account by such bank, broker or other nominee following receipt of the aggregate cash payment from our transfer agent. The precise treatment, timing and procedures, including whether any fee or service charge will be imposed, are determined by each individual bank, broker or nominee and may differ from the treatment, timing and procedures applicable to stockholders who hold their shares of record directly with our transfer agent. Stockholders who hold their shares in street name should contact their bank, broker or other nominee with any questions regarding the treatment, timing, procedures, manner or cost of receiving payment for any fractional share.

Stockholders should also be aware that, because fractional shares will be paid out in cash rather than rounded up to a whole share, a stockholder who holds a number of shares of Common Stock immediately prior to the effective time of the Reverse Stock Split that is less than the Reverse Stock Split ratio selected by the Board of Directors will not receive any whole share of New Common Stock and will instead receive only a cash payment for the resulting fractional share, and such stockholder will cease to be a stockholder of the Company following the Reverse Stock Split. For example, if the Board of Directors selects a Reverse Stock Split ratio of 1-for-20, a stockholder holding fewer than 20 shares of Common Stock immediately prior to the effective time would receive only cash and would no longer hold any shares of Common Stock following the Reverse Stock Split.

If a stockholder entitled to receive a cash payment in lieu of a fractional share cannot be located, or does not cash a check issued in payment thereof within the time period specified by applicable law, the amount of such payment may be treated as unclaimed property and, to the extent required by applicable law, remitted to the relevant state, and the stockholder’s right to receive such payment may thereafter be subject to the applicable state’s unclaimed or abandoned property laws.

Effective Time of the Reverse Stock Split

If the Reverse Stock Split Proposal is approved by our stockholders, the Reverse Stock Split would become effective, if at all, when the Reverse Split Amendment is accepted and recorded by the office of the Secretary of State of the State of

Delaware. However, notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board of Directors will have the sole authority to elect whether or not and when to amend our Charter to effect the Reverse Stock Split.

Exchange of Share Certificates

If the Reverse Stock Split is effected, each certificate representing pre-Reverse Stock Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split Common Stock at the effective time of the Reverse Stock Split. As soon as practicable after the effective time of the Reverse Stock Split, our transfer agent will mail a letter of transmittal to the stockholders containing instructions on how a stockholder should surrender its, his or her certificate(s) representing pre-Reverse Stock Split shares of Common Stock to our transfer agent in exchange for certificate(s) representing post-Reverse Stock Split shares of Common Stock. No certificate(s) representing post-Reverse Stock Split shares of Common Stock will be issued to a stockholder until such stockholder has surrendered all certificate(s) representing pre-Reverse Stock Split shares of Common Stock, together with a properly completed and executed letter of transmittal, to our transfer agent. No stockholder will be required to pay a transfer or other fee to exchange its, his or her certificate(s) representing pre-Reverse Stock Split shares of Common Stock for certificate(s) representing post-Reverse Stock Split shares of Common Stock registered in the same name. The letter of transmittal will also include instructions for the payment of cash in lieu of any fractional share of Common Stock to which a stockholder may be entitled, as described under “Treatment of Fractional Shares in the Reverse Stock Split” above.

Stockholders who hold uncertificated shares of Common Stock electronically in “book-entry” form will have their holdings electronically adjusted by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. Beneficial owners holding shares in street name should note that their bank, broker or other nominee may have different procedures for processing the Reverse Stock Split and any related cash payment in lieu of a fractional share, as described under “Treatment of Fractional Shares in the Reverse Stock Split” above, and are encouraged to contact their bank, broker or other nominee with any questions in that regard. If any certificate(s) or book-entry statement(s) representing pre-Reverse Stock Split shares of Common Stock to be exchanged contain a restrictive legend or notation, as applicable, the certificate(s) or book-entry statement(s) representing post-Reverse Stock Split shares of Common Stock will contain the same restrictive legend or notation.

Any stockholder whose share certificate(s) representing pre-Reverse Stock Split shares of Common Stock has been lost, stolen or destroyed will only be issued post-Reverse Stock Split Common Stock after complying with the requirements that we and our transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

STOCKHOLDERS SHOULD NOT DESTROY STOCK CERTIFICATES REPRESENTING PRE-REVERSE STOCK SPLIT SHARES OF COMMON STOCK AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES REPRESENTING PRE-REVERSE STOCK SPLIT SHARES OF COMMON STOCK UNTIL THEY ARE REQUESTED TO DO SO.

Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

Regulatory Approvals

The Reverse Stock Split will not be consummated, if at all, until after approval of the stockholders is obtained. We are not obligated to obtain any governmental approvals or comply with any state or federal regulations prior to consummating the Reverse Stock Split other than the filing of the Reverse Split Amendment with the Secretary of State of the State of Delaware.

Accounting Treatment of the Reverse Stock Split

If the Reverse Stock Split is effected, the par value per share of our Common Stock will remain unchanged at $0.001. Accordingly, on the effective date of the Reverse Stock Split, the stated capital on the Company’s consolidated balance

sheets attributable to our Common Stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Per share net income or loss will be increased because there will be fewer shares of Common Stock outstanding. The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences of the proposed Reverse Stock Split to U.S. Holders (as defined below). This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to stockholders in light of their particular circumstances. This discussion is based on the Code and the current treasury regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion. We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Reverse Stock Split and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or a court would not sustain any such challenge.

All stockholders are urged to consult with their own tax advisors with respect to the tax consequences of the Reverse Stock Split. This discussion does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, partnerships, nonresident alien individuals, broker-dealers and tax-exempt entities, stockholders who actually or constructively own 10% or more of our voting stock, real estate investment trusts. grantor trusts, persons holding shares as part of a straddle, hedge, conversion transaction or other integrated investment, U.S. holders (as defined below) subject to the alternative minimum tax or the unearned income Medicare tax or U.S. holders whose functional currency is not the U.S. dollar. This summary also assumes that the pre-Reverse Stock Split shares of Common Stock were, and the post-Reverse Stock Split shares of Common Stock will be, held as a “capital asset,” as defined in Section 1221 of the Code (generally, property held for investment).

As used herein, the term “U.S. holder” means a holder of our Common Stock that is, for U.S. federal income tax purposes:

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a citizen or resident of the U.S.;

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a corporation or other entity taxed as a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more “U.S. persons” ​(as defined in the Code) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

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If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) holding our Common Stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Stock Split to them.

In addition, the following discussion does not address the U.S. federal estate and gift tax, alternative minimum tax, or state, local and non-U.S. tax law consequences of the proposed Reverse Stock Split.

HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

The Reverse Stock Split is intended to constitute a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code and, consequently, is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Tax Considerations Applicable to U.S. Holders.

Assuming the Reverse Stock Split qualifies as a recapitalization, then, in general, no gain or loss should be recognized by a U.S. holder upon the exchange of pre-Reverse Stock Split Common Stock for post-Reverse Stock Split Common Stock (other than as discussed below with respect to cash received in lieu of a fractional share). A U.S. holder’s aggregate tax basis of the post-Reverse Stock Split Common Stock should be the same as the aggregate tax basis of the pre-Reverse Stock Split Common Stock exchanged in the Reverse Stock Split, less the portion of such aggregate tax basis allocated to any fractional share of Common Stock exchanged for cash as discussed in the following paragraphs. A U.S. holder’s holding period in the post-Reverse Stock Split Common Stock should include the period during which the U.S. holder held the pre-Reverse Stock Split Common Stock exchanged in the Reverse Stock Split. The United States Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stock surrendered to the shares of our Common Stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

As noted above, we will not issue fractional shares of Common Stock in connection with the Reverse Stock Split. Instead, stockholders who would otherwise be entitled to receive a fractional share of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will receive a cash payment in lieu of such fractional share, as described under “Treatment of Fractional Shares in the Reverse Stock Split” above. For U.S. federal income tax purposes, a U.S. holder that receives cash in lieu of a fractional share of Common Stock generally should be treated as first receiving such fractional share pursuant to the Reverse Stock Split and then as having exchanged that fractional share for cash in a redemption of such fractional share. Such U.S. holder generally should recognize capital gain or loss equal to the difference, if any, between the amount of cash received and the portion of such U.S. holder’s aggregate tax basis in the shares of Common Stock surrendered that is allocated to the fractional share. Any such capital gain or loss generally should be long-term capital gain or loss if the U.S. holder’s holding period for the Common Stock surrendered, as described above, exceeds one year at the effective time of the Reverse Stock Split. The deductibility of net capital losses by individuals and corporations is subject to limitations. Depending on the U.S. holder’s particular facts and circumstances, the cash payment in lieu of a fractional share could instead be treated as a distribution under Section 301 of the Code and as such as a dividend to the extent paid out of our current or accumulated earnings and profits, and then as a tax-free return of capital to the extent of the U.S. holder’s tax basis in our common stock, with any remaining amount being treated as capital gain. U.S. holders should consult their tax advisors regarding the tax effects to them of receiving a cash payment in lieu of fractional shares based on their particular circumstances and the tax implications of such cash payment being treated as a distribution under Section 301 of the Code.

Payments of cash made in lieu of a fractional share may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each U.S. holder of our Common Stock that does not otherwise establish an exemption from backup withholding should furnish, generally on IRS Form W-9, its taxpayer identification number and comply with the applicable certification procedures. Backup withholding is not an additional tax and amounts withheld will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may entitle such U.S. holder to a refund, provided the required information is timely furnished to the IRS. U.S. holders of our Common Stock should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Tax Considerations Applicable to Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. holder” is a holder of our Common Stock that is neither a U.S. holder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes. Generally, Non-U.S. holders would not recognize any gain or loss upon the Reverse Stock Split. The treatment of a Non-U.S. holder who receives cash in lieu of a fractional share of the common stock pursuant to the Reverse Stock Split is unclear. If such Non-U.S. holder were to recognize capital gain or loss such gain or loss should also generally not be subject to U.S. federal income or withholding tax unless (a) such gain or loss is effectively connected with the Non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment maintained by the Non-U.S. holder), (b) the Non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the Reverse Stock Split and certain other conditions are met, or (c) our common stock constitutes a U.S. real property interest by reason of our status as U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the Reverse Stock Split and the Non-U.S. holder’s holding period for our common stock. We believe we are currently not a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets, there can be no assurance that we are not, were not at any time or will not become, a USRPHC. Gain described in clause (a) above generally will be subject to U.S. federal income tax on a net income basis in the same manner as if the Non-U.S. holder were a U.S. holder. A Non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. A Non-U.S. holder described in clause (b) above will be subject to U.S. federal income tax at a rate of 30% (or, if applicable, a lower treaty rate) on the gain realized with respect to cash received in lieu of a fractional share, which may be offset by certain U.S. source capital losses, even though the Non-U.S. holder is not considered a resident of the United States. With respect to clause (c) above, if we are a USRPHC, a Non-U.S. holder may qualify for an exemption if our Common Stock is regularly traded on an established securities market and the Non-U.S. holder does not actually or constructively hold more than 5% of such regularly traded Common Stock at any time within the shorter of the five-year period preceding the Reverse Stock Split and the Non-U.S. holder’s holding period for our common stock. If no exemption is available and we are a USRPHC, a Non-U.S. holder’s cash received in lieu of a fractional share will generally be subject to withholding at a rate of 15% and such Non-U.S. holder will generally be taxed on any gain in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally should not apply to such gain. Non-U.S. holders should consult with their tax advisors on the availability of any exemption in the event we are or become a USRPHC. However, Cash received by a Non-U.S. holder in lieu of fractional shares could be treated as a dividend for U.S. federal income tax purposes (which could be subject to U.S. federal income or withholding tax) instead of capital gain. Non-U.S. holders should consult their own tax advisors to determine the extent to which their receipts of cash in lieu of fractional shares could be treated as dividends and the U.S. federal income tax implications of such treatment.

In general, backup withholding and information reporting will not apply to payments of cash in lieu of a fractional share of our common stock to a Non-U.S. holder pursuant to the Reverse Stock Split if the Non-U.S. holder certifies under penalties of perjury that it is a Non-U.S. holder, and the applicable withholding agent does not have actual knowledge to the contrary. Under certain circumstances the amount of cash paid to a Non-U.S. holder in lieu of a fractional share of our common stock, the name and address of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.

Non-U.S. holders should consult their own tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences of the Reverse Stock Split.

FATCA

Under the Foreign Account Tax Compliance Act (“FATCA”), withholding taxes may apply to certain types of payments made to “foreign financial institutions” ​(as specially defined in the Code) and certain other non-United States entities. Specifically, a 30% withholding tax may be imposed on dividends on stock paid to a foreign financial institution or to a non-financial foreign entity, unless (1) the foreign financial institution undertakes certain diligence and reporting, (2) the non-financial foreign entity either certifies it does not have any substantial United States owners or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign

entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, then, pursuant to an agreement between it and the U.S. Treasury or an intergovernmental agreement between, generally, the jurisdiction in which it is resident and the U.S. Treasury, it must, among other things, identify accounts held by certain United States persons or United States-owned foreign entities, annually report certain information about such accounts and withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders.

Any cash paid to a non-U.S. holder as a result of the Reverse Stock Split that is treated as dividend may be subject to withholding under FATCA unless the requirements set forth above are satisfied (if applicable) and appropriate certifications are made. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of our common stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

The tax treatment of a holder of our Common Stock may vary depending upon the particular facts and circumstances of such stockholder.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO U.S. HOLDERS. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER. ALL HOLDERS OF OUR COMMON STOCK ARE URGED TO AND SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM, INCLUDING RECORD RETENTION AND TAX-REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

The approval of the Reverse Stock Split Proposal requires that more votes be cast “FOR” the proposal than “AGAINST” the proposal. Abstentions and Broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any Broker non-votes on this proposal; however, Broker non-votes may still occur if Brokers choose not to exercise their discretionary authority on this routine matter due to internal policies or otherwise. A failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the approval of the Reverse Stock Split Proposal.