UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
October 7, 2016
Commission
File No. 000-16929
Soligenix,
Inc.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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29
Emmons Drive,
Suite
C-10
Princeton,
NJ
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08540
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(Address
of principal executive offices)
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(Zip
Code)
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(609)
538-8200
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(Issuer’s
telephone number, including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 16, 2016, Soligenix, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders approved the grant of discretionary authority to the
Company’s Board of Directors (the “Board”) for up to a three year period to amend the Company’s
Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse
stock split of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a ratio within
the range from one-for-two to one-for-ten and to proportionately reduce the number of shares of the Company’s stock
authorized for issuance.
Pursuant
to the authority granted to the Board by the stockholders at the Annual Meeting, the Board authorized a 1-for-ten reverse stock
split (the “Reverse Split”) of the Common Stock for all stockholders of record as of the close of business on October
6, 2016 and proportionately reduced the number of shares of the Company’s stock authorized for issuance. As a result of
the Reverse Split, the total number of outstanding shares of Common stock will be reduced to approximately 3.8 million shares
and the conversion ratio for all instruments convertible into or exercisable for shares of Common Stock, including stock options
and warrants, will be proportionately adjusted.
The
Reverse Split is being implemented by the Company in preparation for proposed up-listing of the Company’s common stock to
the NASDAQ Capital Market (“NASDAQ”). The NASDAQ listing is expected to facilitate more liquidity in the stock as
well as enable broader access to the investment community, many participants of which are unable to buy stock listed on the bulletin
board.
The
Reverse Split is intended to fulfill the stock price requirements for listing on NASDAQ since the requirements include, among
other things, that the Company’s common stock must maintain a minimum closing price per share of $3.00 or higher for five
consecutive trading days immediately prior to up-listing. Before any listing of the Company’s common stock on NASDAQ could
occur, NASDAQ will need to approve the Company’s application for listing after the reverse stock split is completed. The
Company believes that it will meet all of the listing requirements for listing the Company’s common stock on NASDAQ; however,
there is no assurance that the Company’s application will be approved.
To
implement the Reverse Split, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate
of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware that establishes the
number of authorized shares of capital stock which the Company has authority to issue at 10,000,000 shares of Common Stock, 230,000
shares of Preferred Stock, par value of $0.001 per share, 10,000 shares of Series B Convertible Preferred Stock, par value of
$0.05 per share, 10,000 shares of Series C Convertible Preferred Stock, par value of $0.05 per share and 100,000 shares of Series
A Junior Participating Preferred Stock, par value $0.001 per share.
Upon
the effectiveness of the Charter Amendment at 12:01 a.m., Eastern Daylight Time, on October 7, 2016, each ten shares of old, pre-Reverse
Split Common Stock of the Company issued and outstanding were combined into one share of new, post-Reverse Split Common Stock.
Fractional shares of post-Reverse Split Common Stock will not be issued; instead, fractional shares will be rounded up to the
nearest whole number.
All
of the Company’s options, warrants, and other convertible securities that were outstanding immediately before the effectiveness
of the Charter Amendment also were adjusted by dividing the number of shares of common stock into which the options, warrants,
and other convertible securities were exercisable or convertible by ten and multiplying the exercise or conversion price thereof
by ten, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other
convertible securities.
Following
the Reverse Split, the shares of new, post-Reverse Split Common Stock will begin trading on the OTCQB upon the open of trading
on October 7, 2016 with the symbol of “SNGXD”. After 20 trading days, the symbol will revert back to “SNGX”.
The
Company has retained American Stock Transfer & Trust Company (“AST”) to act as exchange agent for the Reverse
Split. AST will manage the exchange of old, pre-Reverse Split shares for new, post-Reverse Split shares. Stockholders of record
as of the effective time of the Reverse Split will receive a letter of transmittal providing instructions for the exchange of
their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with
any instructions. For further information, stockholders and securities brokers should contact AST at (877) 248-6417.
A
copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Item
8.01 Other Events.
The
Company issued a press release on October 7, 2016 announcing the effectiveness of the Reverse Split discussed under Item 5.03
of this report. The press release is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
.
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Exhibit
No.
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Description
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3.1
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Certificate
of Amendment to Second Amended and Restated Certificate of Incorporation.
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99.1
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Press
release issued by Soligenix, Inc. on October 7, 2016.
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SIGNATURES
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.
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Soligenix, Inc.
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October
7, 2016
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By:
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/s/
Christopher J. Schaber
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Christopher
J. Schaber, Ph.D.
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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4
EXHIBIT
3.1
CERTIFICATE
OF AMENDMENT
TO
SECOND
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
THE
UNDERSIGNED
, being a duly appointed officer of Soligenix, Inc. (the “Corporation”), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), for the
purpose of amending the Corporation’s Second Amended and Restated Certificate of Incorporation, as amended to the date hereof
(the “Certificate of Incorporation”), hereby certifies, pursuant to Sections 242 and 103 of the DGCL, as follows:
FIRST
:
The name of the Corporation is Soligenix, Inc.
SECOND
:
The amendment to the Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section
228 and 242 of the DGCL.
THIRD
:
The Certificate of Incorporation, as amended, of the Corporation is hereby amended by striking out the first introductory paragraphs
of Article IV thereof, and by substituting in lieu thereof, the following new introductory paragraphs:
“The
total number of shares of capital stock of all classes which the Corporation shall have authority to issue is ten million three
hundred fifty (10,350,000) shares, (a) of which ten million (10,000,000) shares, of par value of $.001 per share, shall be of
a class designated “Common Stock,” (b) two hundred thirty thousand (230,000) shares, of a par value of $.001 per share,
shall be of a class designated "Preferred Stock," (c) ten thousand (10,000) shares, of a par value of $.05 per share,
shall be of a class designated "Series B Convertible Preferred Stock," ten thousand (10,000) shares, of a par value
of $.05 per share, shall be of a class designated "Series C Convertible Preferred Stock," and (d) one hundred thousand
(100,000) shares, of a par value of $.001 per share, shall be designated “Series A Junior Participating Preferred Stock.
Upon this Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Corporation becoming effective
pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), every ten shares of the Corporation’s
Common Stock, par value $.001 per share (the “Old Common Stock”), issued and outstanding immediately prior to the
Effective Time, will be automatically reclassified as and converted into one share of Common Stock, $.001 per share, of the Corporation
(the “New Common Stock”), subject to the treatment of fractional share interests described below.
Following
the Effective Time, each holder of Old Common Stock shall be entitled to receive upon surrender of such holder’s certificate(s)
representing Old Common Stock (whether one or more, “Old Certificates”) for cancellation pursuant to procedures adopted
by the Corporation, a certificate(s) representing the number of whole shares of New Common Stock (whether one or more, “New
Certificates”) into which and for which the shares of Old Common Stock formerly represented by Old Certificates so surrendered
are reclassified under the terms hereof. From and after the Effective Time, Old Certificates shall represent only the right to
receive New Certificates. No fractional shares of Common Stock of the Corporation shall be issued. Fractional shares of New Common
Stock will be rounded up to the nearest whole share amount.
The
designations, powers, preferences, privileges, and relative, participating, option, or other special rights and qualifications,
limitations or restrictions of the above classes of capital stock shall be as follows:”
FOURTH
:
This Certificate of Amendment to the Certificate of Incorporation shall be effective at 12:01 a.m. Eastern time on October 7,
2016.
IN
WITNESS WHEREOF
, the undersigned has made and signed this Certificate of Amendment this 6th day of October, 2016 and affirms
the statements contained herein as true under penalty of perjury.
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Soligenix,
Inc.
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By:
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/s/
Christopher J. Schaber
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Christopher
J. Schaber, Ph.D.
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President
and Chief Executive Officer
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EXHIBIT
99.1
Soligenix
Announces Reverse-Split in Preparation for Proposed
Up-Listing
of its Common Stock to the NASDAQ Capital Market
Princeton,
NJ – October 7, 2016 –
Soligenix, Inc. (OTCQB: SNGXD) (Soligenix or the Company), a late-stage biopharmaceutical
company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need, announced
today that it has filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to implement
a one-for-ten (1:10) reverse split of its authorized, issued, and outstanding common stock, which took effect at 12:01 a.m. this
morning. The reverse stock split was implemented by the Company in preparation for its proposed up-listing of the Company’s
common stock to the NASDAQ Capital Market (“NASDAQ”). The NASDAQ listing is expected to facilitate greater liquidity
in the stock as well as enable broader access to the investment community, many participants of which are unable to buy stock
listed on the bulletin board. The reverse split was overwhelmingly approved by the Company’s stockholders on June 16, 2016
and recently unanimously authorized by its Board of Directors.
The
reverse stock split is intended to fulfill the stock price requirements for listing on NASDAQ since the requirements include,
among other things, that the Company’s common stock must maintain a minimum closing price per share of $3.00 or higher for
five consecutive trading days immediately prior to up-listing. Before any listing of the common stock on NASDAQ could occur, NASDAQ
will need to approve the Company’s application for listing. The Company believes that it will meet all of the listing requirements
for listing the company’s common stock on NASDAQ; however, there is no assurance that the Company’s application will
be approved.
“Over the last several years we
have worked diligently to expand and advance the development of our rare disease pipeline across both our BioTherapeutics and Vaccine/BioDefense
business segments, to where we are now positioned with multiple pivotal Phase 2b/3 clinical programs and up to $58 million in government
contract funding. We believe that with these achievements, it is an opportune time to effect a reverse stock split to better position
the Company for potential success in the future,” stated Christopher J. Schaber, PhD, President and Chief Executive Officer
of Soligenix. “Up-listing is an essential part of any company’s growth strategy. The major exchanges are where the
bigger and better capitalized companies reside. We believe the reverse split improves Soligenix’s capital structure and creates
a more appealing stock price, thereby, increasing the Company’s likelihood of achieving its goal of qualifying for up-listing.
Importantly, it also has the potential to better facilitate a multitude of strategic initiatives, including partnership, merger
and acquisition, as well as equity financing.”
The
reverse stock split became effective with the Financial Industry Regulatory Authority (FINRA) and in the marketplace this morning,
October 7, 2016, whereupon the shares of common stock began trading on a split-adjusted basis. As a result of the 1-for-10 reverse
stock split, every 10 shares of the Company’s issued and outstanding common stock converted into one share of issued and
outstanding common stock, and the authorized number of shares of common stock was reduced from 100,000,000 shares to 10,000,000
shares. No fractional shares have been issued in connection with the stock split. Any fractional shares of common stock resulting
from the reverse stock split have been rounded up to the nearest whole share. The reverse split did not affect any stockholder’s
ownership percentage of Soligenix’s shares and did not change the par value of the common stock.
The
split-adjusted shares of Soligenix’s common stock began trading this morning, October 7, 2016 under the symbol “SNGXD”
with a “D” added for 20 trading days to signify that the reverse split has occurred. After that time, the Company’s
ticker symbol will once again be “SNGX.” Soligenix's transfer agent, American Stock Transfer & Trust Company,
will act as exchange agent for the reverse split. Soligenix stockholders will receive forms and notices to exchange their existing
shares for new shares from the exchange agent or their broker.
The
Company is filing today a Form 8-K with the Securities and Exchange Commission that provides additional details regarding these
matters, and readers are encouraged to read such Form 8-K and the exhibits thereto in their entirety.
About
Soligenix, Inc.
Soligenix
is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there
is an unmet medical need. Our BioTherapeutics business segment is developing SGX301 as a novel photodynamic therapy utilizing
safe visible light for the treatment of cutaneous T-cell lymphoma, our first-in-class innate defense regulator (IDR) technology,
dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary formulations of oral beclomethasone
17,21-dipropionate (BDP) for the prevention/treatment of gastrointestinal (GI) disorders characterized by severe inflammation
including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201).
Our
Vaccines/BioDefense business segment includes active development programs for RiVax™, our ricin toxin vaccine candidate,
OrbeShield
®
, our GI acute radiation syndrome therapeutic candidate and SGX943, our melioidosis therapeutic candidate.
The development of our vaccine programs incorporates the use of our proprietary heat stabilization platform technology, known
as ThermoVax
®
. Currently, this business segment is supported with up to $58 million in government grant and
contract funding from the National Institute of Allergy and Infectious Diseases (NIAID) and the Biomedical Advanced Research and
Development Authority (BARDA).
For
further information regarding Soligenix, Inc., please visit the Company’s website at
www.soligenix.com
.
This
press release may contain forward-looking statements that reflect Soligenix, Inc.’s current expectations, beliefs and intentions
with respect to the reverse stock split and its effects described in this press release. Statements that are not historical
facts, such as “anticipates,” “estimates,” “believes,” “hopes,” “intends,”
“plans,” “expects,” “goal,” “may,” “suggest,” “will,”
“potential,” or similar expressions, are forward-looking statements. These statements are subject to a number
of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from
what is expressed in, or implied by, these statements. Actual results, including the ability to achieve and maintain compliance
with the minimum bid listing requirement of the NASDAQ Capital Market, could differ materially from those projected in forward-looking
statements as a result of a number of risks and uncertainties. Such risks and uncertainties, include, but are not limited to,
risks associated with Soligenix’s ability to successfully develop, achieve regulatory approval for or commercialize products
based on its technologies, particularly in light of the significant uncertainty inherent in developing therapeutics and vaccines
against bioterror threats, conducting preclinical and clinical trials of therapeutics and vaccines, obtaining regulatory approvals
and manufacturing therapeutics and vaccines, that product development and commercialization efforts will not be reduced or discontinued
due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development
efforts, that it will be able to successfully obtain any further funding to support product development and commercialization
efforts, including grants and awards, maintain its existing grants which are subject to performance requirements, enter into any
biodefense procurement contracts with the US Government or other countries, that it will be able to compete with larger and better
financed competitors in the biotechnology industry, that changes in health care practice, third party reimbursement limitations
and Federal and/or state health care reform initiatives will not negatively affect its business, or that the US Congress may not
pass any legislation that would provide additional funding for the Project BioShield program. These and other risk factors are
described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, Soligenix’s
reports on Forms 10-Q and 10-K. Unless required by law, Soligenix assumes no obligation to update or revise any forward-looking
statements as a result of new information or future events.
Company
Contact
:
Karen
Krumeich
Chief
Financial Officer
(609)
538-8200
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www.soligenix.com
Soligenix,
Inc.
29
Emmons Drive, Suite C-10
Princeton,
NJ 08540