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): March 20, 2020

 

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 8.01. Other Events.

 

On March 20, 2020, Soligenix, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale of up to 1,956,182 shares of the Company’s common stock (the “Shares”) which are being offered to Hy Biopharma, Inc. (“Hy Biopharma”). The Company is required to issue the Shares to Hy Biopharma as payment following the achievement of a milestone under the Asset Purchase Agreement dated as of September 3, 2014 between the Company and Hy Biopharma (the “Purchase Agreement”), to wit: the Phase III clinical trial of SGX301 being successful in the treatment of cutaneous T-cell lymphoma. The number of shares of the Company’s common stock offered and sold to Hy Biopharma was calculated using an effective price of $2.56 per share, based upon a formula set forth in the Purchase Agreement.

 

The legal opinion and consent of the Company’s counsel, Duane Morris LLP, regarding the legality of the Shares covered by the Prospectus Supplement are attached hereto as Exhibit 5.1 and Exhibit 23.1, respectively, and are incorporated herein by reference.  

 

Item 9.01. Financial Statements and Exhibits.

 

(d)      Exhibits.

 

Exhibit No.   Description
5.1   Opinion of Duane Morris LLP
23.1   Consent of Duane Morris LLP (included in Exhibit 5.1)

 

1

 

 

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.  

 

March 20, 2020  By: /s/ Christopher J. Schaber 
   

Christopher J. Schaber, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

 

 

2

 

 

Exhibit 5.1

 

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ALLIANCES IN MEXICO
AND SRI LANKA

 

March 20, 2020

 

Soligenix, Inc.
29 Emmons Drive, Suite C-10
Princeton, NJ 08540

 

Attn: Board of Directors

 

Re: Soligenix, Inc.
  Form S-3 (Registration File No. 333-217738) (the “Registration
  Statement”), as supplemented by the Prospectus Supplement
  dated March 20, 2020 (the “Prospectus Supplement”)

 

Ladies and Gentlemen:

 

We have acted as special counsel to Soligenix, Inc. (the “Corporation”) in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement as supplemented by the Prospectus Supplement, relating to the offer and sale by the Corporation of 1,956,182 shares of common stock, $0.001 par value, of the Corporation (the “Shares”), pursuant to the terms of the Asset Purchase Agreement dated as of September 3, 2014 between the Corporation and Hy Biopharma, Inc. (the “Agreement”).

 

As counsel to the Corporation, we have supervised all corporate proceedings in connection with the preparation and filing of the Registration Statement as supplemented by the Prospectus Supplement.

 

 

 

 

 

Duane Morris llp
1875 NW Corporate blvd., suite 300   boca Raton, Fl 33431-8561 PHONE: 561.962.2100    FAX: 561.962.2101

 

 

 

 

 

Soligenix, Inc.

March 20, 2020

Page 2

 

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:

 

a. the Registration Statement, in the form filed and to be filed with the Commission, and the exhibits filed or to be filed in connection therewith, including the Prospectus Supplement;

 

b. the Agreement;

 

  c. the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, as certified by the Secretary of the Corporation;

 

d. the Bylaws of the Corporation, as certified by the Secretary of the Corporation; and

 

  e. resolutions of the Board of Directors of the Corporation, as attested to by the Secretary of the Corporation.

 

We have also examined such other certificates of public officials, such certificates of executive officers of the Corporation and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

 

In such examination, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents and (v) that all records and other information made available to us by the Corporation on which we have relied are complete in all material respects. As to all questions of fact material to the opinion expressed herein, we have relied solely upon the above-referenced certificates or comparable documents and upon the representations and warranties contained in the Agreement and other documents delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

 

Based on the foregoing, we are of the opinion that the Shares, when issued pursuant to the terms of the Agreement as payment by the Corporation of the consideration specified therein, will be validly issued, fully paid and non-assessable.

 

The foregoing opinion is limited to the laws of the State of Delaware, and we do not express any opinion herein concerning any other law.

 

 

 

 

 

 

Soligenix, Inc.

March 20, 2020

Page 3

 

The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

 

Our opinion expressed herein is limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Sincerely,
   
  /s/ Duane Morris LLP