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):     July 8, 2019

 

Commission File No. 000-16929

 

Soligenix, Inc.

(Exact name of small business issuer as specified in its charter)

 

DELAWARE   41-1505029
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification Number)
     

29 Emmons Drive,

Suite B-10

Princeton, NJ

  08540
(Address of principal executive offices)   (Zip Code)

 

(609) 538-8200

(Issuer’s telephone number, including area code)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $.001 per share   SNGX   The Nasdaq Capital Market
Common Stock Purchase Warrants   SNGXW   The Nasdaq Capital Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) On July 8, 2019, the Board of Directors (the “Board”) of Soligenix, Inc. (the “Company”) increased the size of the Board from six to seven members and appointed Diane L. Parks as a director, with an initial term expiring at the Company’s 2019 annual meeting of stockholders. Committee appointments for Ms. Parks have not been determined.

 

Ms. Parks will receive compensation as provided in the Company’s Director Compensation and Stock Ownership Policy (the “Compensation Policy”). Pursuant to the Compensation Policy, upon his appointment to the Board, the Company granted Ms. Parks a fully-vested option under the Company’s 2015 Equity Incentive Plan to purchase 1,500 shares of the Company’s common stock (“Common Stock”) at $0.865 per share (the closing price on the date of grant). Ms. Parks will receive annual cash compensation of $35,000 per year, additional annual cash compensation for committee service and additional equity compensation upon re-election to the Board, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 10, 2018, as amended on August 17, 2018.

 

On July 8, 2019, the Company issued a press release announcing the appointment of Ms. Parks to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits .

 

Exhibit No.   Description
     
99.1   Press release issued by Soligenix, Inc. on July 8, 2019.

 

1

 

  

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.

 

  Soligenix, Inc.
     
July 8, 2019 By: /s/ Christopher J. Schaber
    Christopher J. Schaber, Ph.D.
    President and Chief Executive Officer
    (Principal Executive Officer)

 

 

2

 

Exhibit 99.1

 

 

Soligenix Announces Appointment of Diane L. Parks

to its Board of Directors

 

Strengthens marketing and commercial expertise

  

Princeton, NJ – July 8, 2019 – Soligenix, Inc. (Nasdaq: SNGX) (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 the appointment of Ms. Diane L. Parks to its Board of Directors.

 

“We are pleased to welcome Ms. Parks to the Soligenix Board,” stated Christopher J. Schaber, PhD, President and CEO of Soligenix. “As Soligenix looks forward to potential product approval, we intend to leverage Ms. Park’s extensive business and commercialization experience in launching novel drug therapies in orphan diseases and areas of high unmet medical need. We believe her expertise will add significantly to our already diverse and experienced Board of Directors and management team. We welcome her counsel and look forward to her contributions to our future success, especially as we look to complete our pivotal Phase 3 clinical trials of SGX301 for the treatment of cutaneous T-cell lymphoma and SGX942 for the treatment of oral mucositis in head and neck cancer patients.”

 

“I am truly excited to be joining the Soligenix Board of Directors at such an important time in the Company’s life cycle,” stated Ms. Parks. “Having spent the majority of my career successfully building commercial teams and launching a number of unique drugs in the biotech and pharmaceutical industry, I am quite excited to contribute to Soligenix as they begin to position themselves for potential success with their rare disease pipeline. I believe Soligenix has the potential for significant value creation with commercialization of its rare disease pipeline. I look forward to working closely with the Board and management team to maximize that potential.”

 

Ms. Parks is an accomplished businesswoman and commercial executive with an extensive record of driving profitable growth for large pharmaceutical and biotech companies. With a successful career spanning more than 30 years, she served most recently as Senior Vice President and Head of US Commercial for Kite Pharma, Inc. (acquired by Gilead Sciences, Inc. for $11.9B), where she was responsible for the launch of Yescarta ® , the first CAR T therapy for large B-cell lymphoma. Prior to that, she served as Vice President and Head of Global Marketing for Pharmacyclics, Inc. (acquired by Abbvie, Inc. for $21B), where she was responsible for the marketing strategy and launch of Imbruvica ® in Waldenstrom’s macroglobulinemia, chronic lymphocytic leukemia and mantle cell lymphoma. Ms. Parks also previously served as Vice President of Sales for Amgen Inc. where she was responsible for the hospital sales team and subsequently for the Nephrology team supporting Epogen ® and Sensipar ® , and as Senior Vice President, Specialty Biotherapeutics for Genentech, Inc. (acquired by Roche Holdings AG for $46.8B), where she led the launches and sales forces for such products as Nutropin ® AQ Pen, Xolair ® and Raptiva ® . She is currently on the Boards of Calliditas Therapeutics AB and Healogix LLC. Ms. Parks holds a Bachelor of Science degree from Kansas State University and a Master’s degree in Business Administration from George State University.

 

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 Specialized 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 Public Health Solutions business segment includes active development programs for RiVax ® , our ricin toxin vaccine candidate and SGX943, our therapeutic candidate for antibiotic resistant and emerging infectious disease. The development of our vaccine programs incorporates the use of our proprietary heat stabilization platform technology, known as ThermoVax ® . To date, this business segment has been supported with 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 about its future results, performance, prospects and opportunities, including but not limited to, potential market sizes, patient populations and clinical trial enrollment. 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. Soligenix cannot assure you that it will be able 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 U.S. 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 U.S. Congress may not pass any legislation that would provide additional funding for the Project BioShield program. In addition, there can be no assurance as to timing or success of the Phase 3 clinical trial of SGX942 (dusquetide) as a treatment for oral mucositis in patients with head and neck cancer receiving chemoradiation therapy or the Phase 3 clinical trial of SGX301 (synthetic hypericin) for the treatment of cutaneous T-cell lymphoma. There also can be no assurance as to timing or success of the preclinical/clinical trials of RiVax Ò , that RiVax Ò will be approved for the PRV program or the amount for which a PRV for RiVax Ò can be sold. 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 | www.soligenix.com