Soligenix 8-K: Corporate Governance & Security Holder Updates

TL;DR

Soligenix filed an 8-K detailing changes in leadership, bylaws, and security holder matters.

AI Summary

Soligenix, Inc. filed an 8-K on May 30, 2024, reporting several material events. These include modifications to security holder rights, changes in officers and directors, amendments to governing documents, and submission of matters to a vote of security holders. The filing also contains Regulation FD disclosures and financial exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting Soligenix's security holders, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing covers multiple corporate actions including changes in directors/officers and amendments to governing documents, which can signal shifts in strategy or internal dynamics.

Key Players & Entities

• SOLIGENIX, INC. (company) — Filer
• May 30, 2024 (date) — Date of Earliest Event Reported
• 0001558370-24-008803 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"), issued

Filing Documents

• sngx-20240530x8k.htm (8-K) — 83KB
• sngx-20240530xex3d1.htm (EX-3.1) — 22KB
• sngx-20240530xex99d1.htm (EX-99.1) — 22KB
• sngx-20240530xex99d1001.jpg (GRAPHIC) — 14KB
• 0001558370-24-008803.txt ( ) — 291KB
• sngx-20240530.xsd (EX-101.SCH) — 4KB
• sngx-20240530_def.xml (EX-101.DEF) — 3KB
• sngx-20240530_lab.xml (EX-101.LAB) — 17KB
• sngx-20240530_pre.xml (EX-101.PRE) — 10KB
• sngx-20240530x8k_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required by Item 5.02 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated herein by reference.

03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 30, 2024, Soligenix, Inc. (the "Company") filed a Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of Delaware to effect a 1-for-16 reverse stock split of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), issued and outstanding, effective as of 4:00 p.m. EST on June 5, 2024 (the "Reverse Stock Split"). As reported below under Item 5.07 of this Current Report, the Company initially convened its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on May 23, 2024 and reconvened it on May 30, 2024, at which meeting the Company's stockholders approved the amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of the Company's Common Stock at a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Company's board of directors (the "Board") and included in a public announcement. Following the Annual Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-16 and approved the corresponding final form of the Certificate of Amendment. As a result of the Reverse Stock Split, every 16 shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 15,799,837 shares to approximately 987,490 shares, subject to adjustment for the rounding up of fractional shares. The number of au

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company initially convened the Annual Meeting on May 23, 2024 and reconvened the Annual Meeting on May 30, 2024. As of the close of business on April 10, 2024, the record date for the Annual Meeting, there were 10,524,437 shares of Common Stock outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the Company's stockholders at the Annual Meeting. Each proposal, the voting power of the shares, the required voted for each proposal, and the quorum requirement are described in detail in the Proxy Statement. At the Annual Meeting, the proposals set forth below were submitted to a vote of the Company's stockholders. The final voting results are as follows: Proposal 1: Election of Directors The following five nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders by votes as follows: Name For Withheld Christopher J. Schaber, PhD 2,905,999 539,886 Gregg A. Lapointe, CPA, MBA 2,989,703 456,182 Diane L. Parks, MBA 2,932,841 513,044 Robert J. Rubin, MD 2,960,951 484,934 Jerome B. Zeldis, MD, PhD 2,921,504 524,381 There were 1,827,125 broker non-votes in the election of directors. Proposal 2 Reverse Stock Split Proposal The proposal to approve an amendment to the Certificate of Incorporation, in substantially the form attached as Annex A to the Proxy Statement, to, at the discretion of the Board, effect a reverse stock split with respect to the issued and outstanding Common Stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board and included in a public announcement, was approved, and the votes were as follows: For Against Abstain 3,787,407 1,303,691 181,912 There were no broker non-votes on this proposal. Proposal 3: Non-binding Advisory Vote on Executive Compensation The proposal to approve, by a non-binding a

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 31, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Soligenix, Inc. 99.1 Press release dated May 31, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Soligenix, Inc. May 31, 2024 By: /s/ Christopher J. Schaber Christopher J. Schaber, Ph.D. President and Chief Executive Officer (Principal Executive Officer) 5

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View this 8-K filing on SEC EDGAR