SOLIGENIX INC
For the period ended Sep 30, 2024. Filed Nov 8, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 8, 2024
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Item 1A. Risk Factors
Our business faces significant risks. These risks include those disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. If any of the events or circumstances described in the referenced risks actually occur, our business, financial condition or results of operations could be materially adversely affected and such events or circumstances could cause our actual results to differ materially from the results contemplated by the “forward-looking” statements contained in this report. Further, additional risks not presently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business, financial condition and results of operations. We do not undertake to update any of the “forward-looking” statements or to announce the results of any revisions to these “forward-looking” statements, except as required by law.
The following risks should be read in conjunction with the other information set forth in this Quarterly Report as well as in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our periodic reports on Form 10-Q and Form 8-K.
Shareholders may suffer substantial dilution related to issued pre-funded warrants, common stock warrants, options and convertible notes.
As of November 1, 2024, we had a number of agreements or obligations that may result in dilution to investors. These include:
| ● | common stock warrants to purchase a total of 1,467,581 shares of our common stock at a current weighted average exercise price of $11.01; |
| ● | options to purchase approximately 56,427 shares of our common stock at a current weighted average exercise price of $84.96; and |
| ● | convertible promissory notes issued to Pontifax Medison Finance, of which there was $1,372,873 of principal and $10,195 of accrued interest outstanding, which notes are convertible at $3.81 per share for the first 501,648 shares and $4.23 with respect to all shares thereafter; and |
| ● | 5,943,706 shares of common stock available for future issuance under our 2015 Equity Incentive Plan. |
We have granted, and expect to grant in the future, options to purchase shares of our common stock to our directors, employees and consultants under our incentive compensation plan. To the extent that pre-funded warrants, common stock warrants, options or convertible promissory notes are exercised or converted, our stockholders will experience dilution and our stock price may decrease.
Additionally, the sale, or even the possibility of the sale, of the shares of common stock underlying these pre-funded warrants, common stock warrants, options and convertible promissory notes could have an adverse effect on the market price for our securities or on our ability to obtain future financing.
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