880431--3/14/2007--GENAERA

related topics

{product, candidate, development}

{stock, price, share}

{product, liability, claim}

{acquisition, growth, future}

{personnel, key, retain}

{stock, price, operating}

{provision, law, control}

{property, intellectual, protect}

{competitive, industry, competition}

Risks Related to Our Business Our efforts to identify, evaluate and consummate a transaction or other initiative to increase the value of the Company for our stockholders may not be successful. Should we consummate a strategic transaction or other strategic alternative, there is no guarantee that our stockholders will realize greater value for, or preserve existing value of, their shares of the Company. If we do not raise additional capital, we may not be able to continue our research and development programs. We may never commercialize any products. Our capital raising efforts may dilute stockholder interests. Capital raising efforts through collaborations may eventually negatively impact our financial interests. We expect to continue to incur substantial losses in the foreseeable future. We do not now have, nor have we ever had, products available for commercial sale and we may never generate revenues or become profitable. Risks Related to Our Industry Development and commercial introduction of our products will take several more years and may not be successful. Failure to recruit patients could delay or prevent clinical trials of our potential products, which could delay or prevent the development of potential products. Compliance with extensive government regulations to which we are subject is expensive and time consuming, and may result in the delay, cessation or cancellation of product sales, introductions or modifications. We expect to rely on third parties to market any products we develop and expect to rely on third parties in connection with the development of our products; if these parties do not perform as expected, we may never successfully commercialize our products. We face formidable competition with respect to the products we are seeking to develop. If we are unable to recruit and retain skilled employees, we may not be able to achieve our objectives. If we do not develop and maintain relationships with contract manufacturers, we may not successfully commercialize our products. We depend on our intellectual property. If we are unable to protect our intellectual property, our business may be harmed. If we cannot recruit and retain qualified management, we may not be able to successfully develop and commercialize our products. We are subject to potential product liability claims that could result in significant costs. If we do not receive adequate third-party reimbursement for our drug candidates, some patients may be unable to afford our products and sales could suffer. Risks Related to Our Stock Our stock price is extremely volatile and your investment in our stock could decline in value. We may become involved in securities class action litigation. We may be unable to maintain the standards for listing on the Nasdaq Capital Market, which could adversely affect the liquidity of our common stock and could subject our common stock to the penny stock rules. If our board of directors effects a reverse stock split, as approved by our stockholders at the Special Meeting of Stockholders, there can be no assurance that the total market capitalization of our common stock (the aggregate value of all our common stock at the then market price) after the reverse stock split will be equal to or greater than the total market capitalization before the reverse stock split or that the per share market price of our common stock following the reverse stock split will increase in proportion to the reduction in the number of shares. If our board of directors effects a reverse stock split, as approved by our stockholders at the Special Meeting, the resulting per share stock price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our common stock may not improve. If our board of directors effects a reverse stock split, as approved by our stockholders at the Special Meeting, a decline in the market price of our common stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of a reverse stock split, and the liquidity of our common stock could be adversely affected following such a reverse stock split. The exercise of options and warrants and other issuances of shares will likely have a dilutive effect on our stock price. Our certificate of incorporation and Delaware law contain provisions that could discourage a takeover and entrench management.

Full 10-K form ▸

880431--3/14/2007--GENAERA_CORP