Soligenix, Inc. Files 8-K with Material Agreement Details

TL;DR

SOLI filed an 8-K detailing a material agreement and equity sales.

AI Summary

On July 9, 2024, Soligenix, Inc. entered into a Material Definitive Agreement, the specifics of which are detailed in the filing. The company also reported on unregistered sales of equity securities and included financial statements and exhibits. The filing was made under the 1934 Act.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and equity sales, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• SOLIGENIX, INC. (company) — Filer
• July 9, 2024 (date) — Date of Report
• 001-14778 (other) — Commission File Number
• DELAWARE (other) — State of Incorporation
• 41-1505029 (other) — I.R.S. Employer Identification Number
• 29 Emmons Drive , Suite B-10 (other) — Business Address
• Princeton (other) — City
• NJ (other) — State
• 08540 (other) — ZIP Code

FAQ

Key Financial Figures

• $0.001 — chase shares of common stock, par value $0.001 per share (the "Common Stock"), of the
• $6.00 — of Common Stock at an exercise price of $6.00 per share during the period from the da
• $4,218,750 — e gross proceeds of up to approximately $4,218,750 from the exercise of the Existing Warra
• $40,000 — e issuance of the New Warrants of up to $40,000. We expect to use the net proceeds from

Filing Documents

• sngx-20240709x8k.htm (8-K) — 44KB
• sngx-20240709xex4d1.htm (EX-4.1) — 139KB
• sngx-20240709xex10d1.htm (EX-10.1) — 120KB
• sngx-20240709xex10d2.htm (EX-10.2) — 56KB
• 0001558370-24-009712.txt ( ) — 542KB
• sngx-20240709.xsd (EX-101.SCH) — 4KB
• sngx-20240709_def.xml (EX-101.DEF) — 3KB
• sngx-20240709_lab.xml (EX-101.LAB) — 17KB
• sngx-20240709_pre.xml (EX-101.PRE) — 10KB
• sngx-20240709x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 9, 2024, Soligenix, Inc. (the "Company") entered into a warrant inducement agreement (the "Inducement Agreement") with certain holders (the "Holders") of the Company's existing Warrant to Purchase Shares of Common Stock ("Existing Warrants") to purchase shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company. Pursuant to the Inducement Agreement, the Holders agreed to exercise for cash their Existing Warrants to purchase up to 703,125 shares of Common Stock at an exercise price of $6.00 per share during the period from the date of the Inducement Agreement until 1:30 p.m., Eastern Time, on July 9, 2024. The aggregate gross proceeds to be received by the Company will depend on the number of Existing Warrants actually exercised by the Holders. If all of the Existing Warrants are exercised in connection with the Inducement Agreement, the Company would anticipate receiving aggregate gross proceeds of up to approximately $4,218,750 from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by us. There is, however, no guarantee that all of the Existing Warrants will be exercised by the Holder in accordance with the Inducement Agreement. In consideration of the Holder's agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue new unregistered Warrant to Purchase Shares of Common Stock (the "New Warrants") to purchase a number of shares of Common Stock equal to 150% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the "New Warrant Shares"). The New Warrants will be immediately exercisable and have a term of exercise of five years. The Company agreed in the Inducement Agreement to file a registration statement on Form S-1 to register the resale of the New Warrant Shares upon exercise of the New Warrants (the "Resale Registration S

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. Neither the New Warrants nor the New Warrant Shares have been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant to Purchase Shares of Common Stock. 10.1 Form of Warrant Inducement Agreement, by and between the Company and each Holder. 10.2 Financial Advisory Agreement, dated as of July 9, 2024, between A.G.P./Alliance Global Partners and the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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. July 9, 2024 By: /s/ Christopher J. Schaber Christopher J. Schaber, Ph.D. President and Chief Executive Officer (Principal Executive Officer) 4

View Full Filing

View this 8-K filing on SEC EDGAR