Soligenix, Inc. Files S-1 Registration Statement

TL;DR

<b>Soligenix, Inc. has filed an S-1 registration statement with the SEC, providing updated corporate and financial information.</b>

AI Summary

SOLIGENIX, INC. (SNGX) filed a IPO Registration (S-1) with the SEC on January 16, 2024. Soligenix, Inc. (SNGX) filed an S-1 registration statement with the SEC on January 16, 2024. The filing indicates the company was formerly known as DOR BIOPHARMA INC, ENDOREX CORP, and IMMUNOTHERAPEUTICS INC. The company's business address is located at 29 Emmons Drive, Suite B-10, Princeton, NJ 08540. Soligenix, Inc. is classified under the SIC code 2834 for Pharmaceutical Preparations. The filing includes various financial data points and dates related to stock and warrant activity.

Why It Matters

For investors and stakeholders tracking SOLIGENIX, INC., this filing contains several important signals. This S-1 filing is a crucial step for Soligenix, Inc. as it signals potential future equity offerings or significant corporate actions that could impact its capital structure and shareholder value. Understanding the details within this S-1 is important for investors to assess the company's current financial health, strategic direction, and any associated risks before making investment decisions.

Risk Assessment

Risk Level: medium — SOLIGENIX, INC. shows moderate risk based on this filing. The company has a history of name changes and is filing an S-1, which often precedes equity raises or significant corporate events, indicating potential financial restructuring or growth initiatives that carry inherent risks.

Analyst Insight

Investors should closely monitor any subsequent amendments to this S-1 filing and press releases from Soligenix, Inc. for details on potential equity offerings, business developments, and financial performance.

Key Numbers

• 2834 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)
• DE — State of Incorporation (STATE OF INCORPORATION)
• 1231 — Fiscal Year End (FISCAL YEAR END)
• 333-276511 — SEC File Number (SEC FILE NUMBER)
• 24533067 — Film Number (FILM NUMBER)
• 609-538-8200 — Business Phone (BUSINESS PHONE)
• 08540 — ZIP Code (ZIP)
• 20020329 — Date of Name Change (DATE OF NAME CHANGE)

Key Players & Entities

• SOLIGENIX, INC. (company) — FILER
• SNGX (company) — tk
• S-1 (regulator) — FORM TYPE
• 20240116 (date) — FILED AS OF DATE
• 0001558370-24-000253 (document) — ACCESSION NUMBER
• DOR BIOPHARMA INC (company) — FORMER COMPANY
• ENDOREX CORP (company) — FORMER COMPANY
• IMMUNOTHERAPEUTICS INC (company) — FORMER COMPANY

Forward-Looking Statements

• The registration of 2,908,578 shares for resale will likely lead to increased selling pressure on SNGX stock. (SNGX) — medium confidence, target: Q1 2024

FAQ

Industry Context

Soligenix, Inc. operates within the Pharmaceutical Preparations industry, indicated by its SIC code 2834. This sector is characterized by research, development, and manufacturing of drugs and medicines.

Regulatory Implications

As a company filing under the 1933 Act, Soligenix, Inc. is subject to SEC regulations regarding the public offering and sale of securities. The S-1 filing is a standard requirement for such offerings.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and risk factors.
2. Research Soligenix, Inc.'s product pipeline and clinical trial status.
3. Monitor SEC filings for any amendments or related company announcements.

Key Dates

• 2024-01-16: S-1 Filing — Company filed its registration statement.
• 2002-03-29: Name Change — Formerly known as DOR BIOPHARMA INC.
• 1996-09-16: Name Change — Formerly known as ENDOREX CORP.
• 1992-07-03: Name Change — Formerly known as IMMUNOTHERAPEUTICS INC.

Year-Over-Year Comparison

This S-1 filing provides an updated corporate overview and financial context for Soligenix, Inc., superseding previous disclosures.

Key Financial Figures

• $10.0 million — Common Warrants We are offering up to $10.0 million of shares of common stock together with
• $0.94 — have assumed a public offering price of $0.94 per share, the last reported sale price
• $0.001 — mmon stock and has an exercise price of $0.001 per share. Each pre-funded warrant is b
• $1.00 — maintain a minimum closing bid price of $1.00 for 30 consecutive trading days. In acc
• $5,000,000 m — riod because we did not comply with the $5,000,000 minimum stockholders' equity initial list
• $4,221,155 — , 2023 reported stockholders' equity of $4,221,155. As a result, the notice indicated that
• $9,892,971 — securities and publicly held shares was $9,892,971 and $9,883,019, respectively. As of Sep
• $9,883,019 — publicly held shares was $9,892,971 and $9,883,019, respectively. As of September 30, 2023
• $10,298,534 — 23, we had cash and cash equivalents of $10,298,534, working capital of $5,450,322 and tota
• $5,450,322 — ents of $10,298,534, working capital of $5,450,322 and total liabilities of $7,081,674, of
• $7,081,674 — of $5,450,322 and total liabilities of $7,081,674, of which over 41% was owed under our c
• $250 million — on stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our ann
• $100 million — 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and t
• $700 million — on stock held by non-affiliates exceeds $700 million as of the prior June 30. 2 Our Produc
• $0 — d to the public in this offering, minus $0.001, and the exercise price of each pre

Filing Documents

• sngx-20240111xs1.htm (S-1) — 4307KB
• sngx-20240111xex1d1.htm (EX-1.1) — 69KB
• sngx-20240111xex4d2.htm (EX-4.2) — 126KB
• sngx-20240111xex4d3.htm (EX-4.3) — 121KB
• sngx-20240111xex4d4.htm (EX-4.4) — 282KB
• sngx-20240111xex5d1.htm (EX-5.1) — 26KB
• sngx-20240111xex21d1.htm (EX-21.1) — 10KB
• sngx-20240111xex23d1.htm (EX-23.1) — 4KB
• sngx-20240111xexfilingfees.htm (EX-FILING FEES) — 43KB
• sngx-20240111xs1001.jpg (GRAPHIC) — 7KB
• sngx-20240111xs1009.jpg (GRAPHIC) — 1KB
• sngx-20240111xs1010.jpg (GRAPHIC) — 1KB
• sngx-20240111xs1025.jpg (GRAPHIC) — 4KB
• sngx-20240111xex5d1001.jpg (GRAPHIC) — 4KB
• sngx-20240111xex5d1002.jpg (GRAPHIC) — 5KB
• 0001558370-24-000253.txt (&nbsp;) — 18782KB
• sngx-20240111.xsd (EX-101.SCH) — 84KB
• sngx-20240111_cal.xml (EX-101.CAL) — 64KB
• sngx-20240111_def.xml (EX-101.DEF) — 537KB
• sngx-20240111_lab.xml (EX-101.LAB) — 595KB
• sngx-20240111_pre.xml (EX-101.PRE) — 814KB
• sngx-20240111xs1_htm.xml (XML) — 2775KB

RISK FACTORS

RISK FACTORS 10 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA AND MARKET INFORMATION 29

USE OF PROCEEDS

USE OF PROCEEDS 30 DIVIDEND POLICY 31 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 32 CAPITALIZATION 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37

BUSINESS

BUSINESS 46 MANAGEMENT 74

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 78 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 82

SECURITY OWNERSHIP OF MANAGEMENT AND OTHER BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND OTHER BENEFICIAL OWNERS 82

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 84

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 88 PLAN OF DISTRIBUTION 90 LEGAL MATTERS 92 EXPERTS 93 WHERE YOU CAN FIND MORE INFORMATION 93 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Neither we nor the Placement Agent have authorized anyone to give any information or to make any representations other than those contained in this prospectus. You must not rely on any information or representations not contained in this prospectus. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should carefully read this entire prospectus before making an investment decision, including the information presented under the headings " Risk Factors " and " Cautionary Note Regarding Forward-Looking Statements and Industry Data and Market Information " in this prospectus and the historical financial statements and the notes thereto included elsewhere in this prospectus. You should pay special attention to the information contained under the caption titled "Risk Factors" in this prospectus, before deciding to buy our securities. In this prospectus, the terms " Soligenix, " " Soligenix, Inc., " the "Company, " " we, " " our, " " ours " and " us " refer to Soligenix, Inc. and its subsidiaries. Overview We are a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. We maintain two active business segments: Specialized BioTherapeutics and Public Health Solutions. Our Specialized BioTherapeutics business segment is developing and moving toward potential commercialization of HyBryte (a

Use of proceeds

Use of proceeds We estimate that the net proceeds from this offering will be approximately $9,150,000, at an assumed public offering price of $0.94 per share (assuming a public offering price equal to the last sale price of our common stock as reported by The Nasdaq Capital Market on January 8, 2024, which was $0.94 per share), after deducting the Placement Agent fee and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the securities offered by us pursuant to this prospectus to fund our research and development and commercialization activities, and for general corporate and working capital purposes, which may include, among other things, working capital, product development and/or commercialization, acquisitions, capital expenditures, repayment of debt and other business opportunities. See the section titled "Use of Proceeds" on page 30 of this prospectus.

Risk Factors

Risk Factors See "Risk Factors" and other information appearing elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our securities. 5 Lock-up We have agreed, subject to certain exceptions and without the approval of the Placement Agent and purchasers of our securities in this offering, not to (1) issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock (or securities convertible into or exercisable for common stock) or file any registration statement, including any amendments or supplements for a period of 90 days following the closing of the offering of the shares and (2) enter into a variable rate transaction for a period of one year following the closing of this offering, other than an "at-the-market" offering following 90 days from the closing of this offering. Our directors and officers have agreed not to offer, sell, pledge or otherwise transfer or dispose of any of our securities for 90 days following the closing of the offering of the shares. See "Plan of Distribution" for more information. The Nasdaq Capital Market listing symbol "SNGX." There is no established trading market for the pre-funded warrants or the common warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants or the common warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants and common warrants will be limited. The number of shares of common stock to be outstanding after this offering is based on 10,524,437 shares of common stock outstanding on January 8, 2024, does not give effect to the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in this offering and excludes: 906,226 shares of common stock issuable upon the exercise of outstanding o

View Full Filing

View this S-1 filing on SEC EDGAR