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): January 2, 2020

 

Commission File No. 000-14778

 

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.

 

On January 2, 2020, Soligenix, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its employment agreement with Christopher J. Schaber, PhD, the Company’s President and Chief Executive Officer. Pursuant to the Amendment, the term following termination without “Just Cause”, as defined in the Employment Agreement, during which the Company would pay Dr. Schaber severance and provide health insurance and life insurance benefits for Dr. Schaber and his dependents was increased from nine months to twelve months. Further, the Amendment increased, from 5,000 shares to 500,000 shares, the number of shares of common stock that the Company would issue to Dr. Schaber prior to the completion of a transaction, or series or combination of related transactions, negotiated by the Company’s Board of Directors whereby a majority of the Company’s capital stock or a majority of its assets are transferred from the Company and/or its stockholders to a third party. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Second Amendment to Employment Agreement dated as of January 2, 2020, between Soligenix, Inc. and Christopher J. Schaber, PhD

 

 

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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.

 

  Soligenix, Inc.
     
January 3, 2020 By: /s/ Christopher J. Schaber
    Christopher J. Schaber, Ph.D.
    President and Chief Executive Officer
    (Principal Executive Officer)

 

 

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Exhibit 10.1

 

SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

 

This Second Amendment to Employment Agreement (the “Amendment”) is made and entered into as of January 2, 2020 by and between Soligenix, Inc., a Delaware corporation having a place of business at 29 Emmons Drive, Suite B-10, Princeton, NJ 08540 (the “Corporation”), and Christopher J. Schaber, Ph.D. (the “Employee”).

 

RECITALS

 

WHEREAS, the Corporation and the Employee are parties to that certain Employment Agreement dated December 27, 2007, as amended by that certain First Amendment to Employment Agreement dated July 12, 2011 (as amended, the “Employment Agreement”), pursuant to which the Corporation employs the Employee as President and Chief Executive Officer; and

WHEREAS, the Corporation and Employee desire to further amend the Employment Agreement in accordance with the terms thereof and upon the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Employee hereby agree as follows:

 

I.             AMENDMENT OF EMPLOYMENT AGREEMENT

1. Section 3(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:

 

(c) 500,000 shares of common stock of the Corporation will be issued to Employee immediately prior to the completion of a transaction, or series or combination of related transactions, negotiated by the Corporation’s Board of Directors whereby, directly or indirectly, a majority of the Corporation’s capital stock or a majority of its assets are transferred from the Corporation and/or the Corporation’s stockholders to a third party. 

 

2. Section 7(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:

 

(c) Upon termination by the Corporation without Just Cause or pursuant to subparagraphs (i), (ii) or (iv) of paragraph 7(a) of the Employment Agreement, then (i) the term of the Employment Agreement as set forth in Section 2 thereof shall be deemed to have been terminated as of such date, and (ii) the Corporation shall pay the Employee: (a) twelve months salary, (b) a pro rata bonus calculated by the average of Employee’s prior two year’s annual bonuses, if any, and based on the number of months that Employee was employed during the year in which Employee’s employment was terminated, and (c) any vacation accrued but not taken, payable upon the normal payroll periods of the Corporation with such payments to begin on the first payroll period following Employee’s termination of employment (“Severance Period”). Notwithstanding anything herein to the contrary, each payment made during the Severance Period shall be deemed to be a separate payment within the meaning of Section 409(a) of the Code and the regulations thereunder. Health benefits and life insurance will also be maintained for Employee (or his dependents in the event of termination pursuant to subparagraph (i)) by the Corporation during the Severance Period. No unvested options shall vest beyond the termination date, except where previously noted in Section 3(b) of the Employment Agreement or at the discretion of the administrators of the Corporation’s equity compensation plans.

 

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II.           OTHER PROVISIONS INCORPORATED AND UNCHANGED

All other provisions of the Employment Agreement are incorporated herein and shall remain in full force and effect, including, but not limited to, capitalized terms that are not otherwise defined herein.

III.          EFFECT OF AMENDMENT

The amendments to the Employment Agreement made hereby shall be effective as of the date hereof.

IV.          ENTIRE AGREEMENT MODIFICATION

The Employment Agreement, as amended hereby, contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter hereof which are not set forth herein. No modification hereof shall be valid unless made in writing and signed by the parties hereto.

V.           GOVERNING LAW

This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New Jersey without regard to principles of conflict of laws.

VI.          COUNTERPARTS

This Amendment may be executed in counterparts, each of which shall, when executed and delivered, constitute an original of this Amendment, but all of which shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any other electronic signature, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year above written.

  SOLIGENIX, INC.
   
  By:  /s/ Jonathan L. Guarino
    Jonathan L. Guarino, CPA
    Chief Financial Officer, Senior Vice
    President, and Corporate Secretary

 

  EMPLOYEE:
   
  By:  /s/ Christopher J. Schaber
    Christopher J. Schaber, PhD

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