UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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SOLIGENIX,
INC.
(Name
of Registrant as Specified in Its Charter)
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SOLIGENIX,
INC.
29
Emmons Drive, Suite C-10
Princeton,
New Jersey 08540
Notice
of Annual Meeting of Stockholders
to
be held on Thursday, June 8, 2017
Notice
is hereby given that the Annual Meeting of Stockholders of Soligenix, Inc., will be held at the Double Tree Hotel, 4355 US Route
1, Princeton, NJ 08540, on Thursday, June 8, 2017, at 9:00 a.m., Eastern Daylight Time, for the following purposes, each as more
fully described in the Proxy Statement:
1.
To elect six directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly
elected and qualified;
2.
To approve an amendment to our 2015 Equity Incentive Plan to increase the maximum number of shares of common stock available for
issuance under the plan by 300,000 shares, bringing the total shares reserved for issuance under the plan to 600,000 shares;
3.
To approve an amendment to our Second Amended and Restated Certificate of Incorporation, which increases the number of authorized
shares of our common stock from 10,000,000 to 25,000,000;
4.
To hold an advisory vote on executive compensation;
5.
To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending
December 31, 2017; and
6.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Admittance
to the meeting will be limited to shareholders. The Board of Directors has fixed the close of business on April 18, 2017 as the
record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any postponement
or adjournment thereof. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote
at the meeting. A list of stockholders eligible to vote at the meeting will be available for inspection at the meeting and for
a period of 10 days prior to the meeting, during regular business hours, at our corporate headquarters at the address set forth
above.
EACH
SHAREHOLDER IS URGED TO SUBMIT A PROXY AS SOON AS POSSIBLE VIA THE INTERNET, PHONE OR MAIL.
Information
concerning the matters to be acted upon at the Annual Meeting is included in the Proxy Statement. Whether or not you expect to
attend the Annual Meeting, your vote is important.
By
Order of the Board of Directors,
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Christopher
J. Schaber, PhD
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President
and Chief Executive Officer
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Princeton,
New Jersey
April
28, 2017
Enclosures
SOLIGENIX,
INC.
29
Emmons Drive, Suite C-10
Princeton,
New Jersey 08540
Annual
Meeting of Stockholders
Thursday,
June 8, 2017
Proxy
Statement
This
Proxy Statement has been prepared and is distributed and made available by the board of directors (the “Board of Directors”)
of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Shareholders (the “Annual Meeting”)
to be held at Double Tree Hotel, 4355 US Route 1, Princeton, NJ 08540, at 9:00 a.m., Eastern Daylight Time, on Thursday, June
8, 2017, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us”
“our” and “our company” refer to Soligenix, Inc.
This
Proxy Statement and the accompanying form of proxy will be distributed to shareholders, and will be made available for
viewing, downloading and printing by shareholders at www.proxyvote.com, on or about April 28, 2017. Our Annual Report on Form
10-K for the year ended December 31, 2016 (which does not form a part of the proxy solicitation materials) is being
distributed and made available concurrently herewith to stockholders.
Voting
Securities; Proxies; Required Vote
Voting
Securities
At
the Annual Meeting, each holder of record of our common stock, par value $0.001 per share (“Common Stock”), at the
close of business on April 18, 2017 will be entitled to one vote for each share of Common Stock owned on that date as to each
matter presented at the Annual Meeting. On April 18, 2017, 5,472,532 shares of Common Stock were outstanding.
Proxies
You
cannot vote your shares at the meeting unless you are present in person or represented by proxy. All properly executed and unrevoked
proxies that are received in time for the meeting will be voted at the meeting or any adjournment or postponement thereof in accordance
with instructions thereon, or if no instructions are given, will be voted as follows:
1.
“FOR ALL” in the election of all of the named nominees as directors;
2.
“FOR” the approval of the amendment to our 2015 Equity Incentive Plan (the “2015 Plan”) to increase the
maximum number of shares of our Common Stock available for issuance under the plan by 300,000 shares, bringing the total shares
reserved for issuance under the plan to 600,000 shares;
3.
“FOR” the approval of the amendment to our Second Amended and Restated Certificate of Incorporation (“Certificate
of Incorporation”), which increases the number of authorized shares of our Common Stock from 10,000,000 to 25,000,000;
4.
“FOR” the approval of the compensation of our executive officers;
5.
“FOR” the ratification of EisnerAmper LLP as our independent registered public accounting firm for the year ending December
31, 2017; and
6.
In accordance with the judgment of the persons appointed as proxies with respect to other matters which properly come before the
Annual Meeting.
You
may revoke a proxy by written notice to us at any time prior to exercise of the proxy. In addition, although mere attendance at
the Annual Meeting will not revoke a proxy, you may withdraw your proxy by doing so in person.
Voting
Your Proxy
Whether
or not you plan to attend the Annual Meeting, you may vote your shares via Internet, telephone or mail as more fully described
below:
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By
Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available);
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By
Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available); and
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By
Mail: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your
card and return it in the envelope provided.
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Required
Vote
1. The
affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by
proxy is required for each nominee to be elected as a director in the election of directors.
2. The affirmative vote of the holders of a majority of the shares of Common Stock represented
in person or by proxy at the meeting is required to approve the amendment to our 2015 Plan to increase the maximum number of shares
of our Common Stock available for issuance under the plan by 300,000 shares, bringing the total shares reserved for issuance under
the plan to 600,000 shares.
3. The
affirmative vote of the holders of a majority of the shares of Common Stock issued and outstanding is required to approve the
amendment to our Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), which
increases the number of authorized shares of our Common Stock from 10,000,000 to 25,000,000.
4. The
affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the meeting is
required to approve the compensation of our executive officers.
5. The
affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the meeting is
required for the ratification of the appointment of EisnerAmper LLP as the independent registered public accounting firm for the fiscal
year ending December 31, 2017.
Stockholders
are not allowed to cumulate their votes in the election of directors. In voting on the election of directors, abstentions and
broker non-votes (which occur when a broker holding shares for a beneficial owner does not vote on a particular proposal because
the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the
beneficial owner) will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election.
Abstentions will have the same effect as votes against the proposals (1) to approve the amendment to our 2015 Plan to increase
the maximum number of shares of our Common Stock available for issuance under the plan; (2) regarding the advisory vote on executive
compensation, and (3) to ratify the appointment of EisnerAmper LLP, but broker non-votes will not be counted as votes against
such proposals or as shares present or represented at the meeting for these proposals. Abstentions and broker non-votes will have
the same effect as votes against the proposal to approve an amendment to our Certificate of Incorporation, which increases the
number of authorized shares of our Common Stock from 10,000,000 to 25,000,000.
Quorum
The
required quorum for the transaction of business at the Annual Meeting is a majority of the voting power of shares of Common Stock
issued and outstanding on the record date. Shares represented in person or by proxy (including shares which abstain or do not
vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining
whether a quorum exists at the meeting.
PROPOSAL
1
ELECTION
OF DIRECTORS
Upon
the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Christopher J. Schaber,
PhD, Keith L. Brownlie, CPA, Marco M. Brughera, DVM, Gregg A. Lapointe, CPA, Robert J. Rubin, MD, and Jerome B. Zeldis, MD, PhD
for election to the Board of Directors.
Unless
otherwise directed, the persons appointed in the form of proxy intend to vote at the Annual Meeting “FOR ALL” in the
election of directors, which would be a vote for the election of each of Dr. Schaber, Mr. Brownlie, Dr. Brughera, Mr. Lapointe,
Dr. Rubin, and Dr. Zeldis as a director to serve until our next Annual Meeting of Stockholders or until his successor has been
duly elected and qualified. If any nominee is unable to be a candidate when the election takes place, the shares represented by
valid proxies will be voted in favor of such substitute nominee as the Board of Directors recommends or to allow the vacancy to
remain open until filled by the Board of Directors, as determined by the Board of Directors. The Board of Directors does not currently
anticipate that any nominee will be unable to be a candidate for election. Each director elected to the Board of Directors will
serve until the next Annual Meeting of Stockholders or until his successor has been duly elected and qualified, unless he dies,
resigns or is removed from office prior to that time.
The
table below contains information regarding the current members of the Board of Directors. The ages of individuals are provided
as of April 18, 2017:
Name
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Age
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Position
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Christopher J. Schaber, PhD
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50
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Chairman of the Board, Chief Executive Officer and President
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Keith L. Brownlie, CPA
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64
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Director
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Marco M. Brughera, DVM
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61
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Director
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Gregg A. Lapointe, CPA
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58
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Director
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Robert J. Rubin, MD
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71
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Director
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Jerome B. Zeldis, MD, PhD
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67
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Director
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Christopher
J. Schaber, PhD
has over 27 years of experience in the pharmaceutical and biotechnology industry. Dr. Schaber has been our
President and Chief Executive Officer and a director since August 2006. He was appointed Chairman of the Board on October 8, 2009.
He also serves on the board of directors of the Biotechnology Council of New Jersey (“BioNJ”) since January 2009 and
the Alliance for Biosecurity since October 2014, and has been a member of the corporate councils of both the National Organization
for Rare Diseases (“NORD”) and the American Society for Blood and Marrow Transplantation (“ASBMT”) since
October 2009 and July 2009, respectively. Prior to joining Soligenix, Dr. Schaber served from 1998 to 2006 as Executive Vice President
and Chief Operating Officer of Discovery Laboratories, Inc., where he was responsible for overall pipeline development and key
areas of commercial operations, including regulatory affairs, quality control and assurance, manufacturing and distribution, pre-clinical
and clinical research, and medical affairs, as well as coordination of commercial launch preparation activities. From 1996 to
1998, Dr. Schaber was a co-founder of Acute Therapeutics, Inc., and served as its Vice President of Regulatory Compliance and
Drug Development. From 1994 to 1996, Dr. Schaber was employed by Ohmeda PPD, Inc., as Worldwide Director of Regulatory Affairs
and Operations. From 1989 to 1994, Dr. Schaber held a variety of regulatory, development and operations positions with The Liposome
Company, Inc., and Elkins-Sinn Inc., a division of Wyeth-Ayerst Laboratories. Dr. Schaber received his BA degree from Western
Maryland College, his MS degree in Pharmaceutics from Temple University School of Pharmacy and his PhD degree in Pharmaceutical
Sciences from the Union Graduate School. Dr. Schaber was selected to serve as a member of our Board of Directors because of his
extensive experience in drug development and pharmaceutical operations, including his experience as an executive senior officer
with our Company and Discovery Laboratories, Inc., and as a member of the board of directors of BioNJ; because of his proven ability
to raise funds and provide access to capital; and because of his advanced degrees in science and business.
Keith
L. Brownlie, CPA
has been a director since June 2011. Mr. Brownlie currently serves on the Board of Directors of Rxi Pharmaceuticals
Corporation, a publicly traded biotechnology company involved in the research and development of RNAi products for the diagnosis,
prevention and treatment of human diseases, a position he has held since June 2012. From July 2013 until December 2014, Mr. Brownlie
served on the Board of Directors of Cancer Genetics, Inc., a publicly traded, early stage diagnostics company. Mr. Brownlie served
as a member of the Board of Directors of Epicept Corporation, a publicly traded, specialty pharmaceutical company focused on the
clinical development and commercialization of pharmaceutical products for the treatment of cancer and pain, from April 2011 to
August 2013 when Epicept Corporation merged with Immune Pharmaceuticals, Inc. From 1974 to 2010, Mr. Brownlie worked with the
accounting firm of Ernst & Young LLP where he served as audit partner for numerous public companies and was the Life Sciences
Industry Leader for the New York metro area. Mr. Brownlie received a BS in Accounting from Lehigh University and is a Certified
Public Accountant in the state of New Jersey. Mr. Brownlie co-founded the New Jersey Entrepreneur of the Year Program and was
Vice President and Trustee of the New Jersey Society of CPAs. In addition, he served as accounting advisor to the board of the
Biotechnology Council of New Jersey. Mr. Brownlie was selected to serve as a member of our Board of Directors because of his vast
experience as an audit partner for numerous public companies and as a director of publicly traded specialty pharmaceutical and
biotechnology companies.
Marco
M. Brughera, DVM
joined the Board of Directors in October 2013. He is the Global Head Rare Disease of the Leadiant
Group, a position he has held since October 2012. Dr. Brughera serves as CEO and a member of the board of directors of
Leadiant Biosciences SpA and as director on the board of directors of Leadiant Biosciences Ltd, Leadiant Biosciences, Inc.,
Fennec Pharmaceuticals, Inc. and Lee’s Pharmaceutical Holdings Ltd. From December 2011 through January 2014, Dr.
Brughera served on the Board of Directors of Gentium S.p.A., a publicly traded biopharmaceutical company. From January 2011
through October 2012, Dr. Brughera held several other positions with the Sigma-Tau Group, including Corporate Research and
Development Managing Director of Sigma-Tau Industrie Farmaceutiche Riuntite S.p.A., President of Sigma-Tau Research
Switzerland S.A. and board member of Sigma-Tau Pharmaceuticals, Inc.
(now known as Leadiant Biosciences, Inc.), and of
Sigma-Tau Rare Diseases S.A. and Sigma-Tau Pharma Ltd. From 2004 to 2010, Dr. Brughera served as the Vice President of
Preclinical Development at Nerviano Medical Sciences S.r.l. (“NMS Group”), a pharmaceutical oncology-focused
integrated discovery and development company. He also served as the Managing Director at Accelera, S.r.l., an independent
contract research organization affiliated with the NMS Group. From 1999 to 2004, Dr. Brughera held several senior level
positions in the areas of discovery and development toxicology with Pharmacia Corporation and Pfizer, Inc. Prior to 1999, he
held various positions at Pharmacia & Upjohn Company, Inc., and Farmitalia Carlo Erba S.p.A., an Italian pharmaceutical
company. Dr. Brughera earned his degree in veterinary medicine from the University of Milan and is a European Registered
Toxicologist. Dr. Brughera was selected to serve as a member of our Board of Directors because of his background in the areas
of drug discovery and development and his experience as an executive officer and a director in the
pharmaceutical industry.
Gregg
A. Lapointe, CPA, MBA
has been a director since March 2009. Mr. Lapointe is currently CEO of Cerium Pharmaceuticals, Inc.
and serves on the Board of Directors of SciClone Pharmaceuticals, Inc. and ImmunoCellular Therapeutics Ltd. and the Board of Trustees
of the Keck Graduate Institute of Applied Life Sciences. He has previously served on the Board of Directors of the Pharmaceuticals
Research and Manufacturers of America (PhRMA), Raptor Pharmaceuticals, Inc. and Questcor Pharmaceuticals, Inc. He previously served
in varying roles for Sigma-Tau Pharmaceuticals, Inc.
(now known as Leadiant Biosciences, Inc.), a private biopharmaceutical
company, from September 2001 through February 2012, including Chief Operating Officer from November 2003 to April 2008 and Chief
Executive Officer from April 2008 to February 2012. From May, 1996 to August 2001, he served as Vice President of Operations and
Vice President, Controller of AstenJohnson, Inc. (formerly JWI Inc.). Prior to that, Mr. Lapointe spent several years in the Canadian
medical products industry in both distribution and manufacturing. Mr. Lapointe began his career at Price Waterhouse. Mr. Lapointe
received his B.A. degree in Commerce from Concordia University in Montreal, Canada, a graduate diploma in Accountancy from McGill
University and his M.B.A. degree from Duke University. He is a C.P.A. in the state of Illinois. Mr. Lapointe was selected to serve
as a member of our Board of Directors because of his significant experience in the areas of global strategic planning and implementation,
business development, corporate finance, and acquisitions, and his experience as an executive officer and board member in the
pharmaceutical and medical products industries.
Robert
J. Rubin, MD
has been a director since October 2009. Dr. Rubin was a clinical professor of medicine at Georgetown University
from 1995 until 2012 when he was appointed a Distinguished Professor of Medicine. From 1987 to 2001, he was president of the Lewin
Group (purchased by Quintiles Transnational Corp. in 1996), an international health policy and management consulting firm. From
1994 to 1996, Dr. Rubin served as Medical Director of ValueRx, a pharmaceutical benefits company. From 1992 to 1996, Dr. Rubin
served as President of Lewin-VHI, a health care consulting company. From 1987 to 1992, he served as President of Lewin-ICF, a
health care consulting company. From 1984 to 1987, Dr. Rubin served as a principal of ICF, Inc., a health care consulting company.
From 1981 to 1984, Dr. Rubin served as the Assistant Secretary for Planning and Evaluation at the Department of Health and Human
Services and as an Assistant Surgeon General in the United States Public Health Service. Dr. Rubin has served on the Board of
BioTelemetry, Inc. (formerly known as CardioNet, Inc.) since 2007. He is a board certified nephrologist and internist. Dr. Rubin
received an undergraduate degree in Political Science from Williams College and his medical degree from Cornell University Medical
College. Dr. Rubin was selected to serve as a member of our Board of Directors because of his vast experience in the health care
industry, including his experience as a nephrologist, internist, clinical professor of medicine and Assistant Surgeon General,
and his business experience in the pharmaceutical industry.
Jerome
B. Zeldis, MD, PhD
has been a director since June 2011. Dr. Zeldis is currently Chief Medical Officer and President of Clinical
Development of Sorrento Therapeutics, Inc. Previously, Dr. Zeldis was Chief Executive Officer of Celgene Global Health and Chief
Medical Officer of Celgene Corporation, a publicly traded, fully integrated biopharmaceutical company. He was employed by Celgene
from 1997 to 2016. From September 1994 to February 1997, Dr. Zeldis worked at Sandoz Research Institute and the Janssen Research
Institute in both clinical research and medical development. He currently serves as Chairman of the board of directors of Alliqua,
Inc., and Trek Therapeutics, PBC, Vice Chairman of the board of directors of MetaStat, Inc. and serves on the boards of directors
of Kalytera Therapeutics, Inc., BioSig Technologies, Inc., PTC Therapeutics, Inc., and AIT Therapeutics, Inc. Dr. Zeldis served
as Assistant Professor of Medicine at the Harvard Medical School (from July 1987 to September 1988), Associate Professor of Medicine
at University of California, Davis from (September 1988 to September 1994), Clinical Associate Professor of Medicine at Cornell
Medical School (January 1995 to December 2003) and Professor of Clinical Medicine at the Robert Wood Johnson Medical School (July
1998 to June 2010). Dr. Zeldis received a BA and an MS from Brown University, and an MD, and a PhD in Molecular Biophysics and
Biochemistry from Yale University. Dr. Zeldis trained in Internal Medicine at the UCLA Center for the Health Sciences and in Gastroenterology
at the Massachusetts General Hospital and Harvard Medical School. He has published 116 peer reviewed articles and 24 reviews,
book chapters, and editorials. Dr. Zeldis was selected to serve as a member of our Board of Directors because of his experience
as an executive officer of a publicly traded biopharmaceutical company and in clinical research and medical development, and his
experience in the health care industry, including his experience as an internist, gastroenterologist and professor of medicine.
Board
Leadership Structure
Our
Board of Directors believes that Dr. Schaber’s service as both the Chairman of our Board of Directors and our Chief Executive
Officer is in the best interest of our Company and our stockholders. Dr. Schaber possesses detailed and in-depth knowledge of
the issues, opportunities and challenges facing our Company and our business and, therefore, is best positioned to develop agendas
that ensure that the Board of Directors’ time and attention are focused on the most important matters. His combined role
enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly
and consistently to our stockholders, employees, and collaborative partners.
Messrs.
Brownlie and Lapointe, Dr. Brughera, Dr. Rubin, and Dr. Zeldis are independent and the Board of Directors believes that the independent
directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of meetings
of the Board of Directors, the independent directors hold executive sessions. Following an executive session of independent directors,
the independent directors’ report back to the full Board of Directors regarding any specific feedback or issues, provide
the Chairman with input regarding agenda items for Board of Directors and Committee meetings, and coordinate with the Chairman
regarding information to be provided to the independent directors in performing their duties. The Board of Directors believes
that this approach appropriately and effectively complements the combined Chairman/Chief Executive Officer structure.
Although
the Company believes that the combination of the Chairman and Chief Executive Officer roles is appropriate under the current circumstances,
our corporate governance guidelines do not establish this approach as a policy, and the Board of Directors may determine that
it is more appropriate to separate the roles in the future.
Director
Independence
The
Board of Directors has determined that Messrs. Brownlie and Lapointe, Dr. Brughera, Dr. Rubin, and Dr. Zeldis are “independent”
as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC (“Nasdaq”). Our Board of
Directors based this determination primarily on a review of the responses of the Directors to questionnaires regarding their employment,
affiliations and family and other relationships.
Corporate
Governance
Pursuant
to our Certificate of Incorporation and Bylaws, our business and affairs are managed under the direction of the Board of Directors.
Members of the Board of Directors are kept informed of our business through discussions with senior management, by reviewing materials
provided to them and by participating in meetings of the Board of Directors and its committees.
The
Board of Directors held four meetings in 2016, and each current director who served as a director during 2016, attended at least
75% of the meetings of the Board of Directors and each of the committees on which he served.
We
typically schedule a meeting of the Board of Directors in conjunction with our Annual Meeting and expect that all directors will
attend, absent a valid reason, such as a scheduled conflict. Last year, all of the individuals then serving as directors attended
the Annual Meeting in person.
Code
of Ethics
We
have adopted a code of ethics that applies to all of our executive officers and senior financial officers (including our chief
executive officer, chief financial officer, chief accounting officer and any person performing similar functions). A copy of our
code of ethics is publicly available on our website at www.soligenix.com under the “Investors” section. If we make
any substantive amendments to our code of ethics or grant any waiver, including any implicit waiver, from a provision of the code
to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment
or waiver in a Current Report on Form 8-K.
Committees
of the Board of Directors
Our
Board of Directors has the following three committees: (1) Compensation, (2) Audit and (3) Nominating and Corporate Governance.
Our Board of Directors has adopted a written charter for each of these committees, which are available on our website at www.soligenix.com
under the “Investors” section.
Director
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Audit
Committee
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Compensation
Committee
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Nominating
and
Corporate Governance
Committee
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Keith
L. Brownlie, CPA
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Marco
M. Brughera, DVM
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Gregg
A. Lapointe, CPA
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Robert
J. Rubin, MD
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Jerome
B. Zeldis, MD, PhD
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– Committee Chair
– Member
Audit
Committee
Our
Board of Directors has an Audit Committee, which is comprised of Mr. Brownlie (Chair), Mr. Lapointe and Dr. Rubin. The Audit Committee
assists our Board of Directors in monitoring the financial reporting process, the internal control structure and the independent
registered public accounting firm. Its primary duties are to serve as an independent and objective party to monitor the financial
reporting process and internal control system, to review and appraise the audit effort of the independent registered public accounting firm
and to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management,
and our Board of Directors. Our Board of Directors has determined that Mr. Brownlie, Mr. Lapointe and Dr. Rubin are “independent”
directors, within the meaning of applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations thereunder. Our Board of Directors has also determined that the members
of the Audit Committee are qualified to serve on the committee and have the experience and knowledge to perform the duties required
of the committee and that Mr. Brownlie qualifies as an “audit committee financial expert” as that term is defined
in the applicable regulations of the Exchange Act. The Audit Committee met four times during the fiscal year ended December 31,
2016.
Compensation
Committee
Our
Board of Directors has a Compensation Committee, which is comprised of Dr. Rubin (Chair), Dr. Brughera and Dr. Zeldis. The Compensation
Committee is responsible for reviewing and approving the executive compensation program, assessing executive performance, setting
salary, making grants of annual incentive compensation and approving certain employment agreements. Our Board of Directors has
determined that Dr. Brughera, Dr. Rubin, and Dr. Zeldis are “independent” directors within the meaning of applicable
listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder. The Compensation Committee met one
time during the fiscal year ended December 31, 2016.
Nominating
and Corporate Governance Committee
Our
Board of Directors has a Nominating and Corporate Governance Committee (“Nominating Committee”), which is comprised
of Dr. Zeldis (Chair), Mr. Brownlie and Mr. Lapointe. The Nominating Committee makes recommendations to the Board of Directors
regarding the size and composition of our Board of Directors, establishes procedures for the nomination process, identifies and
recommends candidates for election to our Board of Directors. Our Board of Directors has determined that Dr. Zeldis, Mr. Brownlie
and Mr. Lapointe are “independent” directors, as such term is defined by the applicable Nasdaq listing standards.
The Nominating Committee met one time during the fiscal year ended December 31, 2016.
In
considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate’s credentials
and does not have any specific minimum qualifications that must be met by a nominee. However, the Nominating Committee believes
that all members of the Board of Directors should have the highest character and integrity, a reputation for working constructively
with others, sufficient time to devote to Board of Directors matters, and no conflict of interest that would interfere with performance
as a director. In the case of current directors being considered for nomination, the Nominating Committee also takes into account
the director’s history of attendance at meetings of the Board of Directors or its committees, the director’s tenure
as a member of the Board of Directors, and the director’s preparation for and participation in such meetings.
Stockholders
who wish to suggest qualified candidates should write to the Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite
C-10, Princeton, New Jersey 08540, specifying the name of the candidates and stating in detail the qualifications of such persons
for consideration by the Nominating Committee. A written statement from the candidate consenting to be named as a candidate and,
if nominated and elected, to serve as a director should accompany any such recommendation. Stockholders who wish to nominate a
candidate for election at an Annual Meeting of Stockholders must otherwise comply with our Bylaws regarding stockholder proposals
and nominations. See “Deadline for Stockholder Proposals” contained herein.
Diversity
Considerations in Identifying Director Nominees
We
do not have a formal diversity policy or set of guidelines in selecting and appointing directors that comprise our Board of Directors.
However, when making recommendations to our Board of Directors regarding the size and composition of our Board of Directors, our
Nominating Committee does consider each individual director’s qualifications, skills, business experience and capacity to
serve as a director and the diversity of these attributes for the Board of Directors as a whole.
Report
of the Audit Committee of the Board of Directors
The
Audit Committee submits the following report for the year ended December 31, 2016:
The
Audit Committee has reviewed and discussed with both management and the independent registered public accounting firm the audited
consolidated financial statements as of and for the year ended December 31, 2016. The Audit Committee’s review included
discussion with the auditors of matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard
No. 1301,
Communications with Audit Committees.
The
Audit Committee has received the written disclosures and the letter from the independent auditors required by Public Company Accounting
Oversight Board Ethics and Independence Rule 3526,
Communication with Audit Committees Concerning Independence
, and has
discussed with the independent auditors matters relating to the auditors’ independence.
Based
on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated
financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016
for filing with the United States Securities and Exchange Commission (the “SEC”).
|
Submitted
by the Audit Committee,
|
|
|
|
/s/
Keith L. Brownlie (Chair of Audit Committee)
|
|
/s/
Gregg A. Lapointe
|
|
/s/
Robert J. Rubin
|
Recommendation
of the Board of Directors
The
Board of Directors recommends that you vote “
FOR ALL
” in the election of directors.
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remainder of this page is intentionally left blank.]
PROPOSAL
2
AMENDMENT
TO 2015 PLAN
General
In
2015, the Board of Directors and stockholders adopted the 2015 Plan. The 2015 Plan constitutes a key element of our total compensation
program. This plan is designed to advance our interests by providing for the grant of stock-based and other incentive awards to
our employees and key non-employees.
Purpose
As
a result of prior grants of stock options under the 2015 Plan, 50,769 shares of Common Stock remained available for grant under
the 2015 Plan as of April 18, 2017. The Board has unanimously adopted resolutions setting forth the proposed amendment
to the 2015 Plan, declaring its advisability and directing that the proposed amendment be submitted to stockholders for their
approval. If adopted by the stockholders, the amendment will become immediately effective, which we currently expect will occur
on or about June 8, 2017. If approved, the total number of shares available for potential grant under the 2015 Plan
will be increased by 300,000 shares, and the aggregate number of shares will increase from 300,000 to 600,000. As stock options
are a critical component to making our employee’s compensation competitive with industry standards, maintaining an adequate
number of stock options in the plan is essential to the attracting and retaining a skilled employee base during late-stage clinical
development.
Summary
of the 2015 Plan
The
following summary of the material features of the 2015 Plan is qualified in its entirety by the full text of the 2015
Plan that appears as
Annex A
to this proxy statement, as proposed to be amended. All references to the
“Code” are to the Internal Revenue Code of 1986, as amended from time to time, or any successor
thereto. This summary includes the proposed increase in the number of shares of Common Stock available for the
grant under the 2015 Plan.
The
2015 Plan became effective on June 18, 2015 and will terminate on the date of the annual meeting of the Board of Directors immediately
following the tenth (10th) anniversary of the Board of Director’s adoption of the plan. The 2015 Plan is administered by
the Compensation Committee of the Board of Directors.
The
2015 Plan provides for the grant of stock options (both non-statutory options or “NSOs” and, in the case of employees,
incentive stock options or “ISOs”), restricted stock, deferred stock and unrestricted stock. Unless otherwise determined
by the Compensation Committee, awards may not be transferred except by will or by the laws of descent and distribution.
Number
of Shares
A
maximum of 600,000 shares of Common Stock may be delivered in satisfaction of awards made under the 2015 Plan, assuming the proposed
increase in the number of shares of Common Stock available for grant under the 2015 Plan is approved. The maximum number of shares
of Common Stock that may be issued pursuant to the exercise of ISOs, and the maximum number of shares of Common Stock that may
be issued pursuant to the exercise of NSOs, will each be 600,000, as increased from time to time pursuant to annual increases.
The maximum number of shares of Common Stock for which stock options may be granted to any person in any calendar year will be
60,000. The maximum benefit that will be paid to any person under other awards in any calendar year will be 60,000 shares. In
the event of a stock dividend, stock split or other change in our capital structure, or a distribution to stockholders other than
normal cash dividends, the Compensation Committee will make appropriate adjustments to the limits described above and will also
make appropriate adjustments to the number and kind of shares of stock or securities subject to and available for awards, any
exercise prices relating to awards and any other provisions of awards affected by the change. The Compensation Committee may also
make similar adjustments in response to any other event, as the Compensation Committee deems appropriate, to avoid distortion
in the operation of the 2015 Plan. Any such adjustment shall, to the extent applicable, comply with Section 409A of the Code.
The
share limitations described above are in addition to the limitation on the number of shares available for awards under the 2015
Plan.
The
maximum number of shares that may be issued under the proposed amendment to the 2015 Plan represents approximately 10.96% of the
total number of shares of Common Stock outstanding on April 18, 2017. Approximately 50,991 shares in the aggregate remain issuable
in connection with outstanding awards under our 2005 Equity Incentive Plan. The total number of shares issuable under the 2005
Equity Incentive Plan, combined with the 600,000 shares issuable under the proposed amendment to the 2015 Plan, represent approximately
11.90% of our outstanding shares on April 18, 2017.
Administration
of 2015 Plan
The
2015 Plan is administered by a committee of the Board of Directors, currently the Compensation Committee. Members of the Compensation
Committee are required to satisfy applicable requirements for independence. The Compensation Committee will have full authority
to determine who will receive awards and to determine the types of awards to be granted as well as the amounts, terms, and conditions
of any awards. The Compensation Committee will determine any questions that may arise regarding the interpretation and application
of the provisions of the 2015 Plan and to make, administer and interpret such rules and regulations as it deems necessary or advisable.
The Compensation Committee’s determinations are conclusive and bind all parties.
Eligibility
Participation
in the 2015 Plan is limited to our employees and to key non-employees (other persons or entities including consultants and non-Employee
directors who, in the opinion of the Compensation Committee, are in a position to make a significant contribution to our success).
Stock
Options
Each
stock option awarded under the 2015 Plan will be a NSO unless expressly designated as an ISO at the time of the grant. The exercise
price of stock options granted under the 2015 Plan will be determined by the Compensation Committee, but may not be less than
100% of the fair market value of the Common Stock subject to the option, determined at the time the option is granted unless otherwise
required by the Code with respect to an ISO. The term of any option granted under the 2015 Plan may not exceed ten years. Options
will be exercisable at such time or times and on such conditions as the Compensation Committee specifies. Notwithstanding the
foregoing, to the extent that any NSO is granted at an exercise price less than 100% of the fair market value of the Common Stock
subject to the option, the requirements of Section 409A of the Code shall be satisfied as set forth in more particularity in the
Individual Stock Option Agreement.
Out
Board of Directors and officers hold stock options to purchase an aggregate of up to 304,469 shares of Common Stock at a weighted
average exercise price of $12.66 per share. The total number of shares issuable upon exercise of these outstanding stock options
represents approximately 5.56% of the total number of shares of Common Stock outstanding on April 18, 2017.
Restricted
Stock Awards; Unrestricted Stock; Deferred Stock
The
2015 Plan provides for awards of nontransferable shares of Common Stock which may be subject to repurchase or forfeiture as set
forth in more particularity in the Individual Restricted Stock Agreement. The Compensation Committee may, at the time any other
award is granted, provide that any or all the Common Stock delivered pursuant to an award will be restricted Common Stock. The
2015 Plan also provides for awards of unrestricted stock, but no more than 2,700 shares of unrestricted stock in the aggregate
may be granted at less than fair market value or not in lieu of cash compensation equal to fair market value. The 2015 Plan provides
for deferred grants entitling the recipient to receive Common Stock upon the satisfaction of conditions determined by the Compensation
Committee in its discretion. To the extent required, all such awards shall comply with the requirements of Section 409A of the
Code.
Performance
Awards
Any
award under the 2015 Plan may be made subject to the satisfaction of performance criteria specified by the Compensation Committee.
In the case of performance awards intended to qualify for exemption under Section 162(m) of the Code, the Compensation Committee
will use objectively determinable measures of performance in accordance with Section 162(m) that are based on any or any combination
of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis
or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof):
sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation,
or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital
or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures;
cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions
and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations;
or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. Any performance criterion based
on performance over time will be determined by reference to a period of at least one year. The Compensation Committee will determine
whether the performance criteria that have been chosen for a particular performance award have been met. Notwithstanding the foregoing,
to the extent that any award under the 2015 Plan may be subject to Section 409A of the Code and subject to the satisfaction of
performance criteria specified by the Compensation Committee, such performance parameters shall specifically comply with Section
409A of the Code in addition to such criteria necessary to qualify for exemption under Section 162(m) of the Code.
Termination
of Affiliation with Company: Effect on Stock Options
Except
as otherwise determined by the Compensation Committee, if a participant in the 2015 Plan dies, any ISO or NSO granted at fair
market value owned by the participant will, to the extent exercisable on the date of death, remain exercisable for a one-year
period, provided that no such option will be exercisable beyond the end of its original term. In addition, and except as otherwise
determined by the Compensation Committee, if a participant’s affiliation with the Company ends because of the participant’s
total and permanent disability, then any ISOs and NSOs granted at fair market value held by the participant that were exercisable
at the time of disability may be exercised by the participant at any time in accordance with the original terms of the options.
Finally, and except as otherwise determined by the Compensation Committee, if a participant’s employment (or other applicable
affiliation with us) terminates for any reason other than death or disability, ISOs and NSOs granted at fair market value that
were exercisable at the time the participant ceased to be affiliated with us will remain exercisable for three months, provided
that (i) under no circumstances will any option be extended beyond its original term; and (ii) in the case of termination of the
participant for cause, the Compensation Committee may elect to terminate any options immediately. In all cases, ISOs and NSOs
granted at fair market value that are not exercisable on the date of termination will terminate on that date. With respect to
any NSO granted at less than fair market value, the treatment of the option upon a termination of affiliation with us shall be
set forth in the Individual Stock Option Agreement as determined by the Compensation Committee.
Termination
of Affiliation with the Company: Effect on Restricted and Deferred Stock
Upon
a termination of affiliation with us, as set forth in more particularity in the Individual Restricted and/or Deferred Stock Award
Agreement and as determined by the Compensation Committee, any share of Common Stock subject to a continuing restriction may be
repurchased by us. Common Stock awards, whether restricted or deferred, to which the participant did not become irrevocably entitled
prior to the termination of the participant’s affiliation with us will be forfeited upon termination of affiliation.
Effect
of Certain Mergers, Consolidations, Etc.
In
the case of certain mergers, consolidations or similar transactions in which a majority of our stock or all or substantially all
of its assets are acquired, or in the case of a dissolution or liquidation, the Compensation Committee may, in its discretion,
make options immediately exercisable, remove restrictions on shares of restricted Common Stock, waive conditions on any deferred
awards of Common Stock and remove any performance or other conditions on any award. In addition, the Compensation Committee may,
under such circumstances, provide for replacement awards for certain participants. Notwithstanding the foregoing, to the extent
applicable, any such modification and/or replacement award shall comply with the requirements of Section 409A of the Code as set
forth in more particularity in the Individual Option or Stock Award Agreement.
Amendment
of 2015 Plan
The
Compensation Committee may amend the 2015 Plan or any outstanding award for any purpose that may at the time be permitted by law,
and may at any time terminate the 2015 Plan as to any future grants of awards. The Compensation Committee may not, without the
approval of our stockholders, effectuate a change to the 2015 Plan (i) for which stockholder approval is required in order for
the 2015 Plan to continue to qualify for the award of ISOs under Section 422 of the Code or for the award of performance-based
compensation under Section 162(m) of the Code; or (ii) if the change would increase the aggregate number of shares of Common Stock
that may be delivered under the 2015 Plan, or change the class of persons or entities that qualify as participants under the 2015
Plan. Specifically, and in addition to the foregoing, the 2015 Plan may be amended, to the extent necessary, to comply with regulatory
and legislative requirements, including but not limited to Section 409A of the Code.
Federal
Income Tax Consequences
The
following discussion summarizes certain federal income tax consequences under the Code of the issuance and receipt of options
under the 2015 Plan.
Incentive
Stock Options
In
general, an optionee realizes no taxable income upon the grant or exercise of an ISO, although the exercise of an ISO may result
in an alternative minimum tax liability. With certain exceptions, a disposition of shares purchased under an ISO within two years
from the date of grant or within one year after exercise produces ordinary income to the optionee (with a corresponding deduction
available to us) generally equal to the value of the shares at the time of exercise less the exercise price. Any additional gain
recognized in the disposition is generally treated as a capital gain for which we are not entitled to a deduction. If the optionee
does not dispose of the shares until after the expiration of these one-and two-year holding periods, any gain or loss recognized
upon a subsequent sale is generally treated as a long-term capital gain or loss for which we are not entitled to a deduction.
Non-statutory
Options
In
general, in the case of a NSO granted at fair market value, the optionee has no taxable income at the time of grant but realizes
ordinary income in connection with exercise of the option in an amount equal to the excess (at time of exercise) of the fair market
value of the shares acquired upon exercise over the exercise price; a corresponding deduction is available to us; and upon a subsequent
sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for
which we are not entitled to a deduction. The ordinary income recognized on exercise shall be subject to applicable withholding
and employment taxes.
In
general, an ISO that is exercised more than three months after termination of employment (other than termination by reason of
death) is treated as a NSO. ISOs are also treated as non-statutory options to the extent they first become exercisable by an individual
in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.
In
general, in the case of a NSO granted at less than fair market value, the optionee will have taxable income at the time that the
option is no longer subject to a substantial risk of forfeiture (and subject to applicable withholding and employment taxes),
which is generally upon vesting. The optionee generally will recognize additional ordinary income on exercise equal to the amount
the fair market value of the underlying stock increases, if any, from the date the substantial risk of forfeiture lapses to the
date of exercise. Such ordinary income will be subject to applicable withholding and employment taxes. NSOs granted at less than
fair market value are subject to the requirements of Section 409A of the Code and, as such, the Individual Stock Option Agreement
will contain such terms and conditions as are required under said Section 409A including without limitation provisions applicable
to the vesting and exercise of such NSOs.
The
foregoing summary assumes that stock options are exercised for substantially vested stock. Where a stock option is exercised for
Restricted Stock, as is permitted by the 2015 Plan, the tax treatment will differ from the treatment summarized above. In general,
a participant who exercises a NSO for Restricted Stock will have income taxable at ordinary income rates only when the stock vests,
in an amount equal to the fair market value of the stock at time of vesting less the exercise price. However, the participant
may make a special election to have the income measured and taken into account, instead, at time of exercise. In either case,
a corresponding deduction will be available to us. In the case of a participant who exercises an ISO for Restricted Stock, the
determination of “alternative minimum taxable income” (relevant in determining whether an alternative minimum tax
must be paid) will follow rules similar to the rules for determining ordinary income in the case of the exercise of a NSO. For
federal income tax purposes, the exercise of an ISO for Restricted Stock will be treated the same as the exercise of an ISO for
substantially vested stock, provided that the shares are held for the requisite one-year and two-year holding periods described
above. It is unclear how an earlier disposition of the shares would affect the measurement of a participant’s ordinary income
in the case of an ISO exercised for Restricted Stock.
Specific
provisions regarding the impact of a change in control of the Company on any award granted under the 2015 Plan will, to the extent
necessary, comply with the requirements of Section 409A of the Code and as set forth in more particularity in the Individual Option
and/or Stock Award Agreement.
The
Code also limits to $1 million the deduction we may claim for compensation paid annually to any of its top five officers, subject
to a number of exceptions. The deduction limitation rules provide an exemption for compensation attributable to the exercise of
non-discounted stock options that satisfy certain requirements. Stock options awarded under the 2015 Plan are intended to qualify
for this exemption.
Stock
Awards
Persons
receiving Common Stock pursuant to an Award generally will recognize compensation income equal to the fair market value of the
shares received, reduced by any purchase price paid. Such compensation income will be taxed at ordinary income rates and subject
to applicable withholdings and employment taxes. We generally should be entitled to a corresponding deduction for federal income
tax purposes when such person recognizes compensation income. When such Common Stock is sold, the seller generally will recognized
capital gain or loss equal to the difference between the amount realized upon the sale and the seller’s adjusted tax basis
in the Common Stock (generally, the amount that the seller paid for such stock plus the amount taxed to the seller as compensation
income). Special rules apply if the Common Stock acquired pursuant to an Award is subject to vesting, or is subject to restrictions
on resale under federal securities laws applicable to directors, officers or 10% shareholders. Deferred Stock issued pursuant
to an Award may also be subject to special rules. In addition, any award issued pursuant to the 2015 Plan, except ISOs and NSOs
granted at fair market value, may be subject to the requirements of Section 409A of the Code and accordingly, subject to special
rules.
Statutory
Requirements and the Subsequent Amendment
The
2015 Plan and the grant of any award thereunder is intended, to the extent applicable, to constitute good faith compliance with
the requirements of the American Jobs Creation Act, specifically with respect to the definition of deferred compensation and the
provisions of Section 409A of the Code. To the extent required by guidance to be issued subsequent to this filing, whether statutory
or regulatory, the Company will make such amendments and/or modifications as are necessary to maintain compliance with the provisions
and requirements of said Section 409A.
Recommendation
of the Board of Directors
The
Board of Directors recommends that you vote “
FOR
” the approval of the amendment to the 2015 Plan.
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remainder of this page is intentionally left blank.]
PROPOSAL
3
AMENDMENT
TO OUR CERTIFICATE OF
INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
General
Our
Certificate of Incorporation currently provides for 10,000,000 shares of authorized Common Stock. Our Board of Directors has adopted
a resolution to amend our Certificate of Incorporation to increase the authorized number of shares of Common Stock to 25,000,000,
subject to stockholder approval of the amendment. No changes will be made to the number of authorized shares of our preferred
stock.
The
proposed amendment to our Certificate of Incorporation will be effected by amending the introductory paragraphs of Article IV
thereof to read in full as follows:
“The
total number of shares of capital stock of all classes which the Corporation shall have authority to issue is twenty five million
three hundred fifty thousand (25,350,000) shares, of which (a) twenty five million (25,000,000) 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.”
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:”
A
copy of the proposed amendment to our Certificate of Incorporation is set forth in
Annex B
attached hereto.
Purpose
of Amendment
Our
Board of Directors believes that the proposed increase in the number of shares available for issuance under our Certificate of
Incorporation is required to continue to operate our business efficiently. When practical, we may attempt to fund our late-stage
clinical trials and other business development activities through the issuance of shares, which we believe may be less dilutive
to stockholders than funding these activities from the proceeds of typical equity financings. Currently, the Company is limited
to 1,209,538 shares of Common Stock available, the details from which this number is derived are provided below.
As
of April 18, 2017, we had 5,472,532 shares of Common Stock outstanding. In addition, as of such date, 2,853,575 shares were reserved
for issuance upon exercise of outstanding warrants and 464,355 shares were reserved for issuance upon exercise of presently outstanding
options under our 2005 Equity Incentive Plan and options granted under our 2015 Plan. Based upon the foregoing number of outstanding
and reserved shares of Common Stock, we have 1,209,538 shares remaining available for other purposes. We also have 50,769 shares
available for future option grants under the 2015 Plan and zero shares available for future option grants under the 2005 Equity
Incentive Plan.
The proposed increase in the number of shares available for issuance under our Certificate of Incorporation is intended to provide
the Board of Directors with authority, without further action of the stockholders, to issue the additional shares of Common Stock,
from time to time in such amounts as the Board of Directors deems necessary. Without limitation of the foregoing, the additional
shares may be issued in connection with (1) the achievement of clinical development milestones under license or purchase agreements,
such as the asset purchase agreement with Hy Biopharma Inc. pursuant to which we acquired assets related to the development of
our synthetic hypericin product candidate for the treatment of cutaneous T-cell lymphoma (SGX301), (2) strategic partnering and/or
acquisition transactions involving the issuance of our securities as well as to meet long-term corporate objectives, similar to
the partnership established with SciClone Pharmaceuticals, Inc., and (3) capital raising transactions through the sale of Common
Stock and/or securities convertible into or exercisable for Common Stock in the private and/or public equity markets to support
a higher level of growth, respond to competitive pressures, develop new products and services and support new strategic partnership
expenditures.
The
need to increase the authorized is primarily driven by our desire to have sufficient shares available for possible merger and
acquisition activities, and other corporate development objectives that may occur over the coming years. However, we have no present
plans to engage in such activities.
In
the absence of a proportionate increase in our earnings and book value, an increase in the aggregate number of outstanding shares
of Common Stock caused by the issuance of the additional shares would dilute the earnings per share (including projected future
earnings per share) and book value per share of all outstanding shares of our Common Stock. If such factors were reflected in
the price per share of the Common Stock, the potential realizable value of a stockholder’s investment could be adversely
affected. An issuance of additional shares of Common Stock could therefore have an adverse effect on the potential realizable
value of a stockholder’s investment. The holders of outstanding shares of Common Stock have no preemptive rights to purchase
additional shares.
The
proposed increase in the authorized number of shares of Common Stock could have other effects on our stockholders. The increase
could deter takeovers, in that additional shares could be issued (within the limits imposed by applicable law) in one or more
transactions that could make a change in control or takeover of us more difficult. For example, additional shares could be issued
by us so as to dilute the stock ownership or voting rights of persons seeking to obtain control. Similarly, the issuance of additional
shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management
by diluting the stock ownership or voting rights of persons seeking to cause such removal.
Recommendation
of the Board of Directors
The
Board of Directors recommends that you vote “
FOR
” the approval of the amendment to our Second Amended and Restated
Certificate of Incorporation.
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remainder of this page is intentionally left blank.]
PROPOSAL
4
ADVISORY
VOTE ON EXECUTIVE COMPENSATION
The
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires companies that are
subject to the SEC’s proxy rules and regulations to hold a stockholder vote to approve, on an advisory (non-binding) basis,
the compensation of their named executive officers as disclosed in their proxy statements in accordance with the SEC’s rules.
As
described under the heading “Executive Compensation,” our executive compensation programs are designed to attract,
motivate, and retain our executive officers, who are critical to our success. Under these programs, our executive officers are
rewarded for the achievement of annual, long-term and strategic goals, and corporate goals. Please read the “Executive
Compensation” section beginning on page 22 for additional details about our executive compensation programs, including information
about the fiscal year 2016 compensation of our Chief Executive Officer and each of the two other most highly compensated executive
officers during 2016 (collectively, the “Named Executive Officers”).
The
Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure they achieve the
desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. The
Compensation Committee believes the Company’s executive compensation programs have been effective at incentivizing the achievement
of financial performance and returns to stockholders.
We
are asking our stockholders to indicate their support for our Named Executive Officers’ compensation as described in this
Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity
to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific
item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices
described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution
at the 2017 Annual Meeting:
“RESOLVED,
that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed
in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules
of the Securities and Exchange Commission.”
The
say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our
Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant
vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’
concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Recommendation
of the Board of Directors
The
Board of Directors recommends that you vote “
FOR
” the executive compensation as described in this Proxy Statement.
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remainder of this page is intentionally left blank.]
PROPOSAL
5
RATIFICATION
OF INDEPENDENT AUDITORS
The
Audit Committee of the Board of Directors appointed EisnerAmper LLP, independent registered public accounting firm, as auditors of
our financial statements for the year ending December 31, 2017, subject to the ratification of such appointment by stockholders
at the Annual Meeting.
A
representative of EisnerAmper LLP is expected to be available at the Annual Meeting, will have the opportunity to make a statement
if he or she desires to do so, and will be available to respond to appropriate questions.
Principal
Accounting Fees and Services
The
following table highlights the aggregate fees billed by EisnerAmper LLP during each of the two years ended December 31, 2016.
|
|
2016
|
|
|
2015
|
|
Audit Fees
|
|
$
|
237,563
|
|
|
$
|
167,365
|
|
Audit-Related Fees
|
|
|
--
|
|
|
|
--
|
|
Tax Fees
|
|
|
9,660
|
|
|
|
10,000
|
|
All Other
|
|
|
--
|
|
|
|
27,500
|
|
Total
|
|
$
|
247,223
|
|
|
$
|
204,865
|
|
Audit
Fees
This
category includes the fees for the examination of our consolidated financial statements, review of our Annual Report on Form 10-K
and the quarterly reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q, the issuance of
comfort letters, provision of consents and review of other documents filed with the SEC.
Audit-Related
Fees
Our
principal accountants did not bill us for any audit-related services during either of the two years ended December 31, 2016.
Tax
Fees
This
category relates to professional services for tax compliance, tax advice, and tax planning.
Other
Fees
This
category relates to professional fees for an Internet technology security assessment project that commenced during the year ended
December 31, 2014.
Pre-Approval
Policies and Procedures
The
Audit Committee has adopted a policy that requires advance approval of all audit services and permitted non-audit services to
be provided by the independent auditor as required by the Exchange Act. The Audit Committee must approve the permitted service
before the independent auditor is engaged to perform it. The Audit Committee approved all of the services described above in accordance
with its pre-approval policies and procedures.
Recommendation
of the Board of Directors
The
Board of Directors recommends that you vote “
FOR
” ratification of EisnerAmper LLP as our independent registered
public accounting firm for the year ending December 31, 2017.
SECURITY
OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The
table below provides information regarding the beneficial ownership of the Common Stock as of April 18, 2017, of (1) each person
or entity who owns beneficially 5% or more of the shares of our outstanding Common Stock, (2) each of our directors, (3) each
of the Named Executive Officers, and (4) our directors and officers as a group. Except as otherwise indicated, and subject to
applicable community property laws, we believe the persons named in the table have sole voting and investment power with respect
to all shares of Common Stock held by them.
Beneficial
Ownership
Name of Beneficial Owner
|
|
Shares of Common
Stock Beneficially Owned **
|
|
|
Percent
of Class
|
|
Randal J. Kirk
1
|
|
|
686,783
|
|
|
|
12.00
|
%
|
NRM VII Holdings I, LLC
1
|
|
|
583,334
|
|
|
|
10.19
|
%
|
SciClone Pharmaceuticals, Inc.
2
|
|
|
352,942
|
|
|
|
6.45
|
%
|
Paolo Cavazza
3
|
|
|
337,998
|
|
|
|
6.13
|
%
|
Leadiant Biosciences, Inc.
3
|
|
|
306,847
|
|
|
|
5.57
|
%
|
Christopher J. Schaber
4
|
|
|
140,690
|
|
|
|
2.52
|
%
|
Keith L. Brownlie
5
|
|
|
16,074
|
|
|
|
*
|
|
Marco M. Brughera
6
|
|
|
13,412
|
|
|
|
*
|
|
Gregg A. Lapointe
7
|
|
|
19,704
|
|
|
|
*
|
|
Robert J. Rubin
8
|
|
|
22,790
|
|
|
|
*
|
|
Jerome B. Zeldis
9
|
|
|
17,157
|
|
|
|
*
|
|
Richard Straube
10
|
|
|
23,320
|
|
|
|
*
|
|
Oreola Donini
11
|
|
|
22,570
|
|
|
|
*
|
|
Karen Krumeich
12
|
|
|
11,300
|
|
|
|
*
|
|
All directors and executive officers as a group (9 persons)
|
|
|
287,017
|
|
|
|
5.03
|
%
|
1
|
On
June 26, 2013, Randal J. Kirk, on his own behalf and on behalf of Third Security, LLC, NRM VII Holdings I, LLC and Intrexon
Corporation, filed Amendment No. 1 to Schedule 13D with the Securities and Exchange Commission (the “SEC”), which
amends the Schedule 13D filed May 9, 2013 with the SEC (as amended, “Schedule 13D”). The Schedule 13D states that
Mr. Kirk is Senior Managing Director of, and controls, Third Security, LLC, which is the Manager of an affiliate that manages
NRM VII Holdings I, LLC, and that Mr. Kirk serves as the Chairman and Chief Executive Officer of Intrexon Corporation. The
Schedule 13D indicates that (a) Mr. Kirk, Third Security, LLC and NRM VII Holdings I, LLC have sole voting and dispositive
power with respect to 333,333 shares of Common Stock and warrants to purchase 250,000 shares of Common Stock exercisable within
60 days of April 18, 2017 held by NRM VII Holdings I, LLC, and (b) Mr. Kirk and Intrexon Corporation have shared voting and
dispositive power with respect to 103,449 shares of Common Stock held by Intrexon Corporation. The address of the principal
business office of Mr. Kirk is 2875 South Ocean Boulevard, Suite 214, Palm Beach, Florida 33480. The address of the principal
business office of NRM VII Holdings I, LLC is c/o Third Security, LLC, 1881 Grove Avenue, Redford, Virginia 24141. The address
of the principal business office of Intrexon Corporation is 20358 Seneca Meadows Parkway, Germantown, Maryland 20876.
|
|
|
2
|
On
September 19, 2016, SciClone Pharmaceuticals, Inc., filed a Schedule 13G with the SEC (the “Schedule 13G”). The
Schedule 13G indicates that SciClone Pharmaceuticals, Inc. has sole voting and dispositive power with respect to the 352,942
shares held by SciClone Pharmaceuticals International China Holding Ltd. SciClone Pharmaceuticals International China Holding
Ltd. is an indirect wholly-owned subsidiary of SciClone Pharmaceuticals, Inc.
|
|
|
3
|
On
May 16, 2013, Paolo Cavazza, on his own behalf and on behalf of Sigma-Tau Finanziaria S.p.A. (now known as Essetifin S.p.A.),
Sigma-Tau International S.A. (now merged into Essetifin S.p.A.), Sigma-Tau America S.A. (now merged into Essetifin S.p.A.)
and Sigma-Tau Pharmaceuticals, Inc. (now known as Leadiant Biosciences, Inc.), filed Amendment No. 4 to Schedule 13D with
the SEC, which amends the Schedule 13D filed with the SEC on February 20, 2009 as amended by Amendment No. 1 filed with the
SEC on October 2, 2009, Amendment No. 2 filed with the SEC on June 28, 2010 and Amendment No. 3 filed with the SEC on January
2, 2013 (the “Schedule 13D”). The Schedule 13D indicates that (a) Mr. Cavazza has sole voting and dispositive
power with respect to (i) 5,954 shares held by Mr. Paolo Cavazza and (ii) 16,415 shares of Common Stock and warrants to purchase
8,781 shares held by SINAF SA, and (b) Mr. Cavazza, Sigma-Tau Finanziaria S.p.A. (now known as Essetifin S.p.A.), Sigma-Tau
International S.A. (now merged into Essetifin S.p.A.), Sigma-Tau America S.A. (now merged into Essetifin S.p.A.) and Sigma-Tau
Pharmaceuticals, Inc. (now known as Leadiant Biosciences, Inc.) have shared voting and dispositive power with respect to 271,140
shares of Common Stock and warrants to purchase 35,707 shares of Common Stock exercisable within 60 days of the date of April
18, 2017 held by Sigma-Tau Pharmaceuticals, Inc. (now known as Leadiant Biosciences, Inc.). Leadiant Biosciences, Inc. is
a direct wholly-owned subsidiary of Leadiant Biosciences S.p.A., which is a direct wholly-owned subsidiary of Essetifin S.p.A.
Mr. Paolo Cavazza directly and indirectly owns 40% of Essetifin S.p.A. SINAF SA is a wholly owned subsidiary of Aptafin S.p.A.,
which is owned by Mr. Paolo Cavazza and members of his family. Mr. Paolo Cavazza’s address is Via Tesserte, 10, Lugano,
Switzerland. The business address of Essetifin S.p.A. is Via Sudafrica, 20, Rome, Italy 00144. The business address of Leadiant Biosciences, Inc. is 9841 Washingtonian Boulevard, Suite 500, Gaithersburg, Maryland 20878.
|
|
|
4
|
Includes
25,095 shares of Common Stock owned by Dr. Schaber, options to purchase 95,344 shares of Common Stock exercisable within 60
days of April 18, 2017, and warrants to purchase 20,251 shares of Common Stock exercisable within 60 days of April 18, 2017.
The address of Dr. Schaber is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
|
5
|
Includes
5,000 shares of Common Stock and options to purchase 11,074 shares of Common Stock exercisable within 60 days of the April
18, 2017. The address of Mr. Brownlie is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
6
|
Includes
2,750 shares of Common Stock, options to purchase 8,162 shares of Common Stock exercisable within 60 days of April 18, 2017,
and warrants to purchase 2,500 shares of Common Stock exercisable within 60 days of April 18, 2017. The address of Dr. Brughera
is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
7
|
Includes
7,379 shares of Common Stock and options to purchase 12,325 shares of Common Stock exercisable within 60 days of April 18,
2017. The address of Mr. Lapointe is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
8
|
Includes
4,385 shares of Common Stock, options to purchase 14,449 shares of Common Stock exercisable within 60 days of April 18, 2017,
and warrants to purchase 3,956 shares of Common Stock exercisable within 60 days of April 18, 2017. The address of Dr. Rubin
is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
9
|
Includes
6,917 shares of Common Stock and options to purchase 10,240 shares of Common Stock exercisable within 60 days of April 18,
2017. The address of Dr. Zeldis is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
10
|
Includes
options to purchase 23,320 shares of Common Stock exercisable within 60 days of April 18, 2017. The address of Dr. Straube
is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
11
|
Includes
options to purchase 17,570 shares of Common Stock owned by Dr. Donini exercisable within 60 days of April 18, 2017 and warrants
to purchase 5,000 shares of Common Stock exercisable within 60 days of April 18, 2017. The address of Dr. Donini is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
12
|
Includes
1,300 shares of Common Stock and options to purchase 10,000 shares of Common Stock owned by Ms. Krumeich exercisable within
60 days of the date of April 18, 2017. The address of Ms. Krumeich is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton,
New Jersey 08540.
|
*
|
Indicates
less than 1%.
|
|
|
**
|
Beneficial
ownership is determined in accordance with the rules of the SEC. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within 60 days of
April 18, 2017 are deemed outstanding for computing the percentage ownership of the stockholder
holding the options or warrants, but are not deemed outstanding for computing the percentage
ownership of any other stockholder. Percentage of ownership is based on 5,472,532 shares
of Common Stock outstanding as of April 18, 2017.
|
Equity
Compensation Plan Information
In
December 2005, our Board of Directors approved the 2005 Equity Incentive Plan, which was approved by stockholders on December
29, 2005. In September 2013, our stockholders approved an amendment to the 2005 Equity Incentive Plan to increase the maximum
number of shares of our Common Stock available for issuance under the plan by 125,000 shares, bringing the total shares reserved
for issuance under the plan to 300,000 shares. In April 2015, our Board of Directors approved the 2015 Plan, which was approved
by stockholders on June 18, 2015. A maximum of 300,000 shares of our Common Stock are available for issuance under the 2015 Plan.
The following table provides information, as of December 31, 2016 with respect to options outstanding under our 2005 Equity Incentive
Plan and our 2015 Plan. All share numbers in this paragraph and in the following table have been adjusted for the one-for-ten
reverse stock split effective October 7, 2016.
Plan Category
|
|
Number of Securities
to be Issued upon Exercise
of Outstanding Options, Warrants and Rights
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(excluding securities reflected in the first column)
|
|
Equity compensation plans approved by security holders
1
|
|
|
330,605
|
|
|
$
|
17.07
|
|
|
|
185,769
|
|
Equity compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
330,605
|
|
|
$
|
17.07
|
|
|
|
185,769
|
|
1
|
Includes
our 2005 Equity Incentive Plan and our 2015 Plan. Our 2005 Plan expired in 2015 and thus no securities remain available for
future issuance under that plan.
|
[The
remainder of this page is intentionally left blank.]
EXECUTIVE
OFFICERS
The
table below contains information regarding our executive officers. The ages of individuals are provided as of April 18, 2017:
Name
|
|
Age
|
|
|
Position
|
Christopher
J. Schaber, PhD
1
|
|
50
|
|
|
Chairman
of the Board, Chief Executive Officer and President
|
Oreola
Donini, PhD
|
|
45
|
|
|
Chief
Scientific Officer and Vice President
|
Karen
Krumeich
|
|
63
|
|
|
Chief
Financial Officer, Senior Vice President and Corporate Secretary
|
Richard
Straube, MD
|
|
65
|
|
|
Chief
Medical Officer and Senior Vice President
|
1
|
For
biographical information regarding Dr. Schaber, see “Proposal 1 – Election of Directors.”
|
Oreola
Donini, PhD
has been with our company since August 15, 2013 and is currently our Chief Scientific Officer and Senior Vice
President, a position she has held since December 5, 2014. Dr. Donini served as our Vice President of Preclinical Research and
Development from August 15, 2013 until December 4, 2014. She has more than 15 years’ experience in drug discovery and preclinical
development with start-up biotechnology companies. From 2012 to 2013, Dr. Donini worked with ESSA Pharma Inc. as Vice President
Research and Development. From 2004 to 2013, Dr. Donini worked with Inimex Pharmaceuticals Inc., (“Inimex”), lastly
as Senior Director of Preclinical R&D from 2007-2013. Prior to joining Inimex, she worked with Kinetek Pharmaceuticals Inc.,
developing therapies for infectious disease, cancer and cancer supportive care. Dr. Donini is a co-inventor and leader of the
Company’s SGX94 innate defense regulator technology, developed by Inimex and subsequently acquired by the Company. She was
responsible for overseeing the manufacturing and preclinical testing of SGX94, which demonstrated efficacy in combating bacterial
infections and mitigating the effects of tissue damage due to trauma, infection, radiation and/or chemotherapy treatment. These
preclinical studies resulted in a successful Phase 1 clinical study and clearance of Phase 2 protocols for oral mucositis in head
and neck cancer and acute bacterial skin and skin structure infections. While with ESSA Pharma Inc. as the Vice President of Research
and Development, Dr. Donini led the preclinical testing of a novel N-terminal domain inhibitor of the androgen receptor for the
treatment of prostate cancer. While with Kinetek Pharmaceuticals Inc., her work related to the discovery of novel kinase and phosphatase
inhibitors for the treatment of cancer. Dr. Donini received her PhD from Queen’s University in Kinston, Ontario, Canada
and completed her post-doctoral work at the University of California, San Francisco. Her research has spanned drug discovery,
preclinical development, manufacturing and clinical development in infectious disease, cancer and cancer supportive care.
Karen
Krumeich
has been with our company since June 2016 and is currently our Senior Vice President and Chief Financial Officer.
Ms. Krumeich has served as Chief Financial Officer and Vice President of Finance for public and private emerging-growth, start-up
and national companies in various sectors of healthcare, including pharmaceuticals, medical devices and healthcare service companies.
She has expertise in equity financings, both private and public, Sarbanes-Oxley compliance, acquisitions and integrations, strategic
business development and operations analysis. Most recently Ms. Krumeich was the Vice President of Finance for Cerecor Inc., a
clinical stage neuroscience company. At Cerecor she was involved in the company’s equity financings and was responsible
for all finance and administrative functions. Prior to joining Cerecor she was a CFO Partner with Tatum, LLC, a national consulting
firm, and a member of the firm’s National Healthcare Group. As a Partner with Tatum, she served as Interim Chief Financial
Officer for drug development and medical device companies. Prior to joining Tatum in 2006, she was the Vice President of Finance
and Chief Financial Officer of Strata Skin Sciences, Inc. (formerly Mela Sciences, Inc.), a publicly traded development-stage
medical device company. At Mela Sciences, she played a key role in the company’s initial public offering and was responsible
for all functional areas of finance and accounting, administration, and investor relations. As Vice President of Finance of Gran
Care Pharmacy, Inc., she was responsible for the financial leadership of the pharmacy division and directed an aggressive acquisition
program. Ms. Krumeich began her career with a B.S. in Pharmacy from the University of Toledo, subsequently completed an accounting
major and transitioned into finance after completing the CPA exam.
Richard
Straube, MD
has been with our company since January 2014 and is currently our Senior Vice President and Chief Medical Officer.
Dr. Straube is a board-certified pediatrician with 35 years’ experience in both academia and industry, including clinical
research experience in host-response modulation. From 2009 until joining our company, he was Chief Medical Officer of Stealth
Peptides Incorporated, a privately-held, clinical stage, biopharmaceutical company. Prior to joining the Company, Dr. Straube
served from 1988 to 1993 in various capacities, including most recently as Senior Director, Infectious Diseases and Immunology,
Clinical Research, for Centocor, Inc., a privately-held biopharmaceutical company focused on developing monoclonal antibody-based
diagnostics. While at Centocor, Inc., Dr. Straube was responsible for the initial anti-cytokine and anti-endotoxin programs targeted
at ameliorating inappropriate host responses to infectious and immunologic challenges. Programs that he managed at Centocor, Inc.
include assessments of immunomodulation using monoclonal removal of inciting molecular triggers, removal of internal immune-messengers,
augmentation of normal host defenses, and maintenance of normal sub-cellular function in the face of injury. From 1993 to 1995,
Dr. Straube was Director of Medical Affairs at T-cell Sciences, Inc., a privately-held biotechnology company. From 1995 to 1997,
he was Director of Clinical Investigations of the Pharmaceutical Products Division of Ohmeda Corp., a privately-held biopharmaceutical
company. He served from 1998 to 2007 as Executive Vice President of Research and Development and Chief Scientific Officer at INO
Therapeutics LLC, a privately-held biotherapeutics company, where he was responsible for the clinical trials and subsequent approval
of inhaled nitric oxide for the treatment of persistent pulmonary hypertension of the newborn. From 2007 to 2009, Dr. Straube
was the Chief Medical Officer at Critical Biologics Corporation, a privately-held biotechnology company. Dr. Straube received
his medical degree and residency training at the University of Chicago, completed a joint adult and pediatrician infectious diseases
fellowship at the University of California, San Diego (“UCSD”), and as a Milbank Scholar completed training in clinical
trial design at the London School of Hygiene and Tropical Medicine. While on the faculty at the UCSD Medical Center, his research
focused on interventional studies for serious viral infections.
[The
remainder of this page is intentionally left blank.]
EXECUTIVE
COMPENSATION
Summary
Compensation
The
following table contains information concerning the compensation paid during each of the two years ended December 31, 2016 to
our Chief Executive Officer and each of the two other most highly compensated executive officers during 2016 (collectively, the
“Named Executive Officers”).
Summary
Compensation
Name
|
|
Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Option Awards
|
|
|
All Other Compensation
|
|
|
Total
|
|
Christopher
J.
Schaber
1
|
|
CEO &
|
|
|
2016
|
|
|
$
|
434,969
|
|
|
$
|
121,792
|
|
|
|
|
|
|
$
|
41,511
|
|
|
$
|
598,272
|
|
|
|
President
|
|
|
2015
|
|
|
$
|
424,360
|
|
|
$
|
101,846
|
|
|
$
|
158,200
|
|
|
$
|
36,201
|
|
|
$
|
720,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen
Krumeich
2
|
|
CFO &
|
|
|
2016
|
|
|
$
|
120,250
|
|
|
$
|
23,976
|
|
|
$
|
74,000
|
|
|
$
|
7,849
|
|
|
$
|
226,075
|
|
|
|
Senior VP
|
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
C. Straube
3
|
|
CMO &
|
|
|
2016
|
|
|
$
|
316,725
|
|
|
$
|
68,413
|
|
|
|
|
|
|
$
|
27,919
|
|
|
$
|
413,057
|
|
|
|
Senior VP
|
|
|
2015
|
|
|
$
|
309,000
|
|
|
$
|
58,401
|
|
|
$
|
79,100
|
|
|
$
|
25,656
|
|
|
$
|
472,157
|
|
1
|
Dr.
Schaber’s 2016 bonus payment of $121,792 was deferred until April 1, 2017. Option award figures include the value of
Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance
costs paid by the Company.
|
|
|
2
|
On
June 16, 2016 Ms. Krumeich was appointed Senior Vice President and Chief Financial Officer. Ms. Krumeich deferred the payment
of her 2016 bonus of $23,976 until January 15, 2017. Option award figures include the value of Common Stock option awards
at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by the Company.
|
|
|
3
|
Dr.
Straube deferred the payment of his 2016 bonus of $68,413 until January 15, 2017. Option award figures include the value of
Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance
costs paid by the Company.
|
Employment
and Severance Agreements
In
August 2006, we entered into a three-year employment agreement with Christopher J. Schaber, PhD. Pursuant to this employment agreement
we agreed to pay Dr. Schaber a base salary of $300,000 per year and a minimum annual bonus of $100,000. Dr. Schaber’s employment
agreement automatically renews every three years, unless otherwise terminated, and was automatically renewed in December 2007,
December 2010, December 2013 and December 2016 for an additional term of three years. We agreed to issue him options to purchase
12,500 shares of our Common Stock, with one third immediately vesting and the remainder vesting over three years. Upon termination
without “Just Cause” as defined by this agreement, we would pay Dr. Schaber nine months of severance, as well as any
accrued bonuses, accrued vacation, and we would provide health insurance and life insurance benefits for Dr. Schaber and his dependents.
No unvested options shall vest beyond the termination date. Dr. Schaber’s monetary compensation (base salary of $300,000
and bonus of $100,000) remained unchanged from 2006 with the 2007 renewal. Upon a change in control of the Company due to merger
or acquisition, all of Dr. Schaber’s options shall become fully vested, and be exercisable for a period of five years after
such change in control (unless they would have expired sooner pursuant to their terms). In the event of his death during the term
of the agreement, all of his unvested options shall immediately vest and remain exercisable for the remainder of their term and
become the property of Dr. Schaber’s immediate family.
In
February 2007, our Board of Directors authorized the issuance of 5,000 shares to Dr. Schaber immediately prior to the completion
of a transaction, or series or a combination of related transactions negotiated by our Board of Directors whereby, directly or
indirectly, a majority of our capital stock or a majority of our assets are transferred from the Company and/or our stockholders
to a third party. The amended agreement with Dr. Schaber includes our obligation to issue such shares to him if such event occurs.
On
June 22, 2011, the Compensation Committee eliminated his fixed minimum annual bonus payable and revised it to an annual targeted
bonus of 40% of his annual base salary. On December 4, 2014, the Compensation Committee approved an increase in salary for Dr.
Schaber to $424,360. On December 10, 2015, the Compensation Committee approved an increase in salary for Dr. Schaber to $434,969.
On December 14, 2016, the Compensation Committee approved an increase in salary for Dr. Schaber to $443,668.
In
December 2014, we entered into a one-year employment agreement with Richard C. Straube, MD, our Chief Medical Officer and Senior
Vice President. Pursuant to the agreement, we have agreed to pay Dr. Straube $300,000 per year and a targeted annual bonus of
30% of base salary. We also agreed to issue him options to purchase 10,000 shares of our Common Stock with one-third immediately
vesting and the remainder vesting over three years. Dr. Straube’s employment agreement automatically renews each year, unless
otherwise terminated, and has automatically renewed each year since execution. Upon termination without “Just Cause”,
as defined in Dr. Straube’s employment agreement, we would pay Dr. Straube three months of severance, accrued bonuses and
vacation, and health insurance benefits. No unvested options vest beyond the termination date. On December 4, 2014, the Compensation
Committee approved an increase in salary for Dr. Straube to $309,000. On December 10, 2015, the Compensation Committee approved
an increase in salary for Dr. Straube to $316,725. On December 14, 2016, the Compensation Committee approved an increase in salary
for Dr. Straube to $323,060.
On
June 16, 2016, we entered into a one-year employment agreement with Karen Krumeich, our Senior Vice President and Chief Financial
Officer. Pursuant to the agreement, we have agreed to pay Ms. Krumeich $222,000 per year and a targeted annual bonus of 30% of
base salary. We also agreed to issue her options to purchase 10,000 shares of our Common Stock with one-quarter immediately vesting
and the remainder vesting over three years. Ms. Krumeich’s employment agreement automatically renews each year, unless otherwise
terminated. Upon termination without “Just Cause”, as defined in Ms. Krumeich’s employment agreement, we would
pay Ms. Krumeich three months of severance, accrued bonuses and vacation, and health insurance benefits. No unvested options vest
beyond the termination date. On December 14, 2016, the Compensation Committee approved an increase in salary for Ms. Krumeich
to $226,440.
[The
remainder of this page is intentionally left blank.]
Outstanding
Equity Awards at Fiscal Year-End
The
following table contains information concerning unexercised options, stock that has not vested, and equity incentive plan awards
for the Named Executive Officers outstanding at December 31, 2016, as adjusted for the reverse stock split of one-for-ten effective
October 7, 2016. We have never issued Stock Appreciation Rights.
Name
|
|
Number of Securities Underlying Unexercised Options
(#)
|
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
|
Option Exercise Price
($)
|
|
|
Option Expiration Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|
Christopher J. Schaber
|
|
|
2,500
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
54.00
|
|
|
8/9/2017
|
|
|
|
4,500
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
94.00
|
|
|
8/9/2017
|
|
|
|
14,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
12.00
|
|
|
12/17/2018
|
|
|
|
11,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
46.40
|
|
|
6/30/2020
|
|
|
|
11,219
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6.40
|
|
|
11/30/2021
|
|
|
|
13,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6.80
|
|
|
12/04/2022
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
20.10
|
|
|
12/04/2023
|
|
|
|
7,500
|
|
|
|
2,500
|
|
|
|
2,500
|
|
|
$
|
15.00
|
|
|
12/04/2024
|
|
|
|
7,000
|
|
|
|
7,000
|
|
|
|
7,000
|
|
|
$
|
11.30
|
|
|
12/30/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard C. Straube
|
|
|
9,375
|
|
|
|
625
|
|
|
|
625
|
|
|
$
|
20.10
|
|
|
1/06/2024
|
|
|
|
3,754
|
|
|
|
1,246
|
|
|
|
1,246
|
|
|
$
|
15.00
|
|
|
12/04/2024
|
|
|
|
3,502
|
|
|
|
3,498
|
|
|
|
3,498
|
|
|
$
|
11.30
|
|
|
12/30/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen Krumeich
|
|
|
3,750
|
|
|
|
6,250
|
|
|
|
6,250
|
|
|
$
|
7.40
|
|
|
6/15/2016
|
[The
remainder of this page is intentionally left blank.]
Compensation
of Directors
The
following table contains information concerning the compensation of the non-employee directors during the fiscal year ended December
31, 2016.
Name
|
|
Fees Earned Paid in Cash
1
|
|
|
Option Awards
2
|
|
|
Total
|
|
Keith L. Brownlie
|
|
$
|
55,500
|
|
|
$
|
30,000
|
|
|
$
|
85,000
|
|
Marco M. Brughera
|
|
$
|
40,000
|
|
|
$
|
30,000
|
|
|
$
|
70,000
|
|
Gregg A. Lapointe
|
|
$
|
47,500
|
|
|
$
|
30,000
|
|
|
$
|
77,500
|
|
Robert J. Rubin
|
|
$
|
52,500
|
|
|
$
|
30,000
|
|
|
$
|
82,500
|
|
Jerome B. Zeldis
|
|
$
|
50,000
|
|
|
$
|
30,000
|
|
|
$
|
80,000
|
|
1
|
Directors
who are compensated as full-time employees receive no additional compensation for service on our Board of Directors. Each
independent director who is not a full-time employee is paid $35,000 annually, on a prorated basis, for their service on our
Board of Directors, the chairman of our Audit Committee is paid $15,000 annually, on a prorated basis, and the chairmen of
our Compensation and Nominating Committees will be paid $10,000 annually, on a prorated basis. Additionally, Audit Committee
members are paid $7,500 annually and Compensation and Nominating Committee members are paid $5,000 annually. This compensation
is paid quarterly.
|
2
|
We
maintain a stock option grant program pursuant to the nonqualified stock option plan, whereby members of our Board of Directors
or its committees who are not full-time employees receive an initial grant of fully vested options to purchase 1,500 shares
of Common Stock. Upon re-election to the Board, each Board member will receive stock options with a value of $30,000, calculated
using the closing price of the Common Stock on the trading day prior to the date of the annual meeting of the Company’s
stockholders, which vest at the rate of 25% per quarter, commencing with the first quarter after each annual meeting of stockholders.
|
Consideration
and Determination of Executive and Director Compensation
The
Compensation Committee of the Board of Directors is comprised of Dr. Rubin, Dr. Brughera and Dr. Zeldis. The Board of Directors
has determined that Dr. Rubin, Dr. Brughera and Dr. Zeldis are “independent” directors within the meaning of applicable
listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder.
The
Compensation Committee provides overall guidance on compensation and benefits policy. In addition, the Compensation Committee
approves and monitors:
|
●
|
executive
compensation and benefits programs;
|
|
|
|
|
●
|
executive
employment agreements; and
|
|
|
|
|
●
|
our
equity incentive plans.
|
The
primary objectives of the Compensation Committee are to ensure that our executive compensation and benefits programs:
|
●
|
are
competitive with other growing companies of similar size and business;
|
|
|
|
|
●
|
are
effective in driving performance to achieve financial goals and create stockholder value;
|
|
|
|
|
●
|
are
cost-efficient and fair to employees, management and stockholders; and
|
|
|
|
|
●
|
are
designed to attract, motivate, reward, and retain the competent and talented executives needed.
|
To
achieve these objectives, the Compensation Committee meets at least once and usually several times during each fiscal year to
review the existing compensation and benefits programs and to consider modifications that seek to provide a direct relationship
between executive compensation and sustained corporate performance.
The
Compensation Committee makes executive compensation decisions on the basis of total remuneration and seeks to create an integrated
total remuneration program structured to balance short and long-term financial goals. A significant amount of total compensation
is comprised of bonus provisions which are specified in employment contracts and which are intended to align executive interest
with stockholder interest.
The
Compensation Committee recommends to the Board of Directors a salary within a designated range for the respective executives,
which is based on merit, performance and length of service. Bonus provisions for all executives are based on increase (if any)
of net incremental profit over prior year highest net profit.
Non-executive
employees are granted stock options from time to time under our equity incentive plans, approved by the stockholders, also in
order to motivate, reward, and retain them while meeting goals and allowing them to share in the growth.
Stock
Ownership Policy
In
April 2012, our Board of Directors adopted a stock ownership policy applicable to our non-employee directors to strengthen the
link between director and stockholder interests. Pursuant to the stock ownership policy, each non-employee director is required
to hold a minimum ownership position in the Common Stock equal to the annual cash compensation paid for service on the Board of
Directors, exclusive of cash compensation paid for service as a chair or member of any committees of the Board of Directors.
Stock
counted toward the ownership requirement includes Common Stock held by the director, unvested and vested restricted stock, and
all shares of Common Stock beneficially owned by the director held in a trust and by a spouse and/or minor children of the director.
The policy provides that the ownership requirement must be attained within three years after the later of June 21, 2012 and the
date a director is first elected or appointed to the Board of Directors. To monitor progress toward meeting the requirement, the
Nominating Committee will review director ownership levels at the end of March of each year. Non-employee directors are prohibited
from selling any shares of Common Stock unless such director is in compliance with the stock ownership policy. A copy of our director
compensation and stock ownership policy is publicly available on our website at www.soligenix.com under the “Investors”
section.
Compensation
Committee Interlocks and Insider Participation in Compensation Decisions
No
member of our Compensation Committee is or has at any time during the past year been one of our officers or employees. None of
our executive officers currently serves or in the past year has served as a member of the Board of Directors or Compensation Committee
of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.
Section
16(a) Beneficial Ownership Reporting Compliance
We
are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity
securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act.
To
our knowledge, based solely on review of these filings and written representations from the certain reporting persons, we believe
that during the year ended December 31, 2016, our officers, directors and significant stockholders have timely filed the appropriate
form under Section 16(a) of the Exchange Act.
Transactions
with Related Persons
Our
Audit Committee is responsible for the review, approval and ratification of related party transactions. The Audit Committee reviews
these transactions under our Code of Ethics, which governs conflicts of interests, among other matters, and is applicable to our
employees, officers and directors.
We are party to a common stock purchase agreement with
Sigma-Tau Pharmaceuticals, Inc., now known as Leadiant Biosciences, Inc. (“Leadiant”), a corporation of which Paolo
Cavazza, who beneficially owns 5% or more of the shares of our outstanding Common Stock, indirectly owns 40%. The agreement provides
that Leadiant has the right to require that we register its shares under the Securities Act of 1933 (the “Securities Act”)
for sale to the public, on not more than one occasion during any twelve-month rolling period, and not more than two occasions in
the aggregate. We must pay all expenses incurred in connection with the exercise of these demand registration rights. Additionally,
the agreement required us to use our best efforts to secure the election of a Leadiant designee to our Board of Directors as long
as Leadiant beneficially owned at least 10% of our issued and outstanding shares of Common Stock. As of the date of this filing,
Leadiant beneficially owned 5.57% of our outstanding Common Stock, and our obligation with respect to the election of a Leadiant
designee to our Board of Directors has expired.
In addition, Leadiant has piggyback registration rights,
which means that they have the right to include their shares in any registration that we effect under the Securities Act, subject
to specified exceptions. We must pay all expenses incurred in connection with these piggyback registration rights.
We
are party to a stock issuance agreement with Intrexon Corporation, a corporation of which Randal J. Kirk, who beneficially owns
5% or more of the shares of our outstanding Common Stock, serves as the Chairman and Chief Executive Officer. Under the agreement,
Intrexon Corporation has piggyback registration rights, which means that it has the right to include its shares in any registration
that we effect under the Securities Act, subject to specified exceptions. We must pay all expenses, except any broker or similar
commissions, incurred in connection with these piggyback registration rights.
We
are party to a common stock purchase agreement with SciClone Pharmaceuticals, Inc. (“SciClone”), which beneficially
owns 5% or more of the shares of our outstanding Common Stock. Under the agreement, SciClone has demand registration rights, which
means that SciClone has the right to require that we register its shares under the Securities Act for sale to the public, on not
more than one occasion, subject to specified exceptions. We must pay all expenses incurred in connection with the exercise of
these demand registration rights.
We
are unable to estimate the dollar value of the registration rights to the holders of these rights. The amount of reimbursable
expenses under the agreements depends on a number of variables, including whether registration rights are exercised incident to
a primary offering by us, the form on which we are eligible to register such a transaction, and whether we have a shelf registration
in place at the time of a future offering.
In
our June 2013 public offering, we issued warrants that contained provisions protecting holders from a decline in the issue price
of our Common Stock (or “down-round” provision) and contained net settlement provisions. As a result, we accounted
for these warrants as liabilities instead of equity instruments. During November 2016, we entered into amendments with the holders
of those warrants pursuant to which we agreed to reduce the exercise price (after giving effect to the one-for-ten reverse stock
split effective October 7, 2016) from $5.10 per share to $0.80 per share and permit those warrants to be exercised on a “cashless
exercise” basis, and we eliminated the “down round” provision of those warrants not immediately exercised. As
a result of the amendments, the warrant liability was remeasured as of the date of the modification, which resulted in an approximate
$1,541,000 decrease in the carrying value of the warrant liability, which was recognized in the statement of operations for the
year ended December 31, 2016. The warrant liability related to the warrants not immediately exercised was then reclassified to
equity as the amended terms of the warrants qualified them to be accounted for as equity instruments. Of the 303,694 shares of
Common Stock that remained issuable upon the exercise of such warrants as of September 30, 2016, warrants to purchase a total
of 250,000 shares were held by NRM VII Holdings I, LLC, an entity the manager of which is indirectly controlled by Mr. Kirk.
Other
than as described above, the employment agreements and compensation paid to our directors, we did not engage in any transactions
with related parties since January 1, 2016. For a discussion of our employment agreements and compensation paid to our directors,
see “Executive Compensation – Employment and Severance Agreements” and “Executive Compensation –
Compensation of Directors.”
Stock
Performance Graph
The
following graph compares the changes over the last five years in the value of $100 invested at December 31, 2011 in (i) our Common
Stock, (ii) the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and (iii) the NYSE Arca Biotechnology
Index. The year-end values of each investment are based on share price appreciation and the reinvestment of all dividends. Historical
stock price performance shown on the performance graph is not necessarily indicative of future stock price performance.
Year
|
|
|
Soligenix, Inc.
|
|
|
S&P 500 Index
|
|
|
NYSE Arca
Biotechnology Index
|
|
|
Nasdaq Composite – Total Returns
|
|
|
Nasdaq Biotechnology Index
|
|
|
2011
|
|
|
|
100.00
|
|
|
|
100.00
|
|
|
|
100.00
|
|
|
|
100.00
|
|
|
|
100.00
|
|
|
2012
|
|
|
|
108.30
|
|
|
|
116.00
|
|
|
|
141.88
|
|
|
|
117.45
|
|
|
|
132.74
|
|
|
2013
|
|
|
|
324.91
|
|
|
|
153.57
|
|
|
|
213.96
|
|
|
|
164.57
|
|
|
|
220.37
|
|
|
2014
|
|
|
|
176.90
|
|
|
|
174.60
|
|
|
|
316.48
|
|
|
|
188.84
|
|
|
|
296.19
|
|
|
2015
|
|
|
|
203.97
|
|
|
|
177.01
|
|
|
|
354.48
|
|
|
|
201.98
|
|
|
|
331.05
|
|
|
2016
|
|
|
|
40.61
|
|
|
|
198.18
|
|
|
|
286.60
|
|
|
|
219.89
|
|
|
|
260.37
|
|
[The
remainder of this page is intentionally left blank.]
OTHER
MATTERS
Communications
with the Board of Directors
Stockholders
or other interested parties may communicate with the Board of Directors by sending a letter to Soligenix, Inc. Board of Directors,
c/o The Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540. The Office of the
Secretary will receive the correspondence and forward it to the director(s) to whom the communication is addressed.
Deadline
for Stockholder Proposals
Under
SEC Rule 14a-8, stockholder proposals for the Annual Meeting of Stockholders to be held in 2017 will not be included in the proxy
statement for that meeting unless the proposal is proper for inclusion in the proxy statement and for consideration at the next
Annual Meeting of Stockholders, and is received by our Secretary at our executive offices, no later than December 28, 2017. Stockholders
must also follow the other procedures prescribed in SEC Rule 14a-8 under the Exchange Act, as well as our Bylaws, which contain
requirements that are separate and apart from the SEC requirements of Rule 14a-8. Our Bylaws provide that stockholders desiring
to bring business before the 2017 Annual Meeting, including nomination of a person for election to our Board of Directors, must
provide written notice to our Secretary at our executive offices no earlier than 75 days, and no later than 45 days, before the
one-year anniversary of the mailing of this Proxy Statement. The written notice must include the information required by Section
2.4 of the Bylaws: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all
information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such
nominee as a director pursuant to Regulation 14A under the Exchange Act, and such person’s written consent to serve as a
director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description
of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder
and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as
they appear on our books, and of such beneficial owner, (ii) the class and number of our shares that are owned beneficially and
of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or such beneficial owner intends
to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of our voting
shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number
of holders of our voting shares to elect such nominee or nominees.
Householding
of Annual Meeting Materials
Some
banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of our proxy statement or annual report may have been sent to multiple stockholders
in your household. We will promptly deliver a separate copy of either document to you if you notify our Secretary at our executive
offices. If you wish to receive separate copies of the annual report and proxy statement in the future, or if you are receiving
multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee
record holder, or you may contact us at our executive offices.
Financial
Statements and Exhibits to Form 10-K
Our
financial statements are contained in our Annual Report on Form 10-K for our fiscal year ended December 31, 2016 that was filed
with the SEC, a copy of which is made available with this Proxy Statement. Such report and the financial statements contained
therein are not to be considered as a part of this soliciting material.
The
Form 10-K made available with this Proxy Statement does not include copies of the exhibits to that filing. We will furnish any
such exhibit upon payment of a reasonable fee by request sent to us, c/o Office of the Secretary, Soligenix, Inc., 29 Emmons Drive,
Suite C-10, Princeton, New Jersey 08540.
Other
Matters
Management
knows of no matters that are to be presented for action at the meeting other than those set forth above. If any other matters
properly come before the meeting, the persons named in the form of proxy will vote the shares represented by proxies in accordance
with their judgment on such matters.
The
cost of this proxy solicitation will be borne by us. In addition to the solicitation of proxies by mail, our directors, officers
and employees may also solicit proxies by telephone, facsimile, e-mail or other forms of communication, without special compensation
for such activities. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies.
If we do, our costs for such services will be within the range of what is customary for companies with similar operations and
a similar number of shareholders and are not expected to be material. We will also request banks, brokers, fiduciaries, custodians,
nominees and certain other record holders to send proxies, proxy statements and other materials to their principals at our expense.
We will reimburse such banks, brokers, fiduciaries, custodians, nominees and other record holders for their reasonable out-of-pocket
expenses of solicitation.
[The
remainder of this page is intentionally left blank.]
ANNEX A
SOLIGENIX,
INC.
2015
EQUITY INCENTIVE PLAN
ADOPTED
BY THE BOARD OF DIRECTORS
ON
APRIL 2, 2015
The
purpose of the Soligenix, Inc. 2015 Equity Incentive Plan (the “Plan”) is to advance the interests of Soligenix, Inc.
by enhancing its ability to attract and retain employees and other persons who can make significant contributions to the success
of the Company through ownership of shares of the Company’s common stock.
The
Plan is intended to accomplish this goal by enabling the Company to grant Awards in the form of options, restricted stock awards,
deferred stock awards, unrestricted stock, performance awards, or combinations thereof, as described in greater detail below.
ARTICLE
I
DEFINITIONS
1.1
General
. Wherever the following terms are used in this Plan they shall have the meaning specified below, unless the context
clearly indicates otherwise.
1.2
Award
. “Award” shall mean the grant of an option, deferred stock, restricted stock, unrestricted stock, performance
award, stock appreciation right or any combination thereof pursuant to this Plan.
1.3
Award Limit
. “Award Limit” shall mean six hundred thousand (600,000) shares of common stock, plus the amount
of any increase in the number of shares that may be available for issuance pursuant to Section 2.1(a).
1.4
Board
. “Board” shall mean the Board of Directors of the Company.
1.5
Code
. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
1.6
Committee
. “Committee” shall mean the Committee to which the Board delegates the power to act under or pursuant
to the provisions of the Plan, or the Board if no Committee is selected. If the Board delegates powers to a Committee, and if
the Company is or becomes subject to Section 16 of the Exchange Act, then, if necessary for compliance therewith, such Committee
shall consist initially of not less than two (2) members of the Board, each member of which must be a “Non-Employee Board
Member” within the meaning of the applicable rules promulgated pursuant to the Exchange Act. The failure of any Committee
members to qualify as a “Non-Employee Board Member” shall not otherwise affect the validity of an Award. If the Company
is or becomes subject to Section 16 of the Exchange Act, no member of the Committee shall receive any Award pursuant to the Plan
or any similar plan of the Company or any affiliate while serving on the Committee unless the Board determines that the grant
of such Award satisfies the then current Rule 16b-3 requirements under the Exchange Act.
Notwithstanding
anything herein to the contrary, and insofar as the Board determines that it is necessary in order for compensation recognized
by Participants pursuant to the Plan to be fully deductible to the Company for federal income tax purposes, each member of the
Committee also shall be an “outside director” (as defined in regulations or other guidance issued by the Internal
Revenue Service under Section 162(m) of the Code).
1.7
Company
. “Company” shall mean Soligenix, Inc., a Delaware corporation, and includes any successor or assignee
corporation or corporations into which the Company may be merged, changed, or consolidated; any corporation for whose securities
the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company.
1.8
Disability or Disabled
. “Disability or Disabled” shall mean permanent and total disability as defined in Section
22(e)(3) of the Code, except as otherwise may be required by Section 409A of the Code, in which case “disability”
shall be defined as set forth in Section 409A of the Code.
1.9
Exchange Act
. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
1.10
Fair Market Value
. “Fair Market Value” of a share of common stock as of a given date shall be (i) the mean
between the highest and lowest selling price of a share of common stock on such date on the principal exchange on which shares
of common stock are then trading, if any, or if shares were not traded on such date, then on the closest preceding date on which
a trade occurred, or (ii) if the common stock is not traded on an exchange, the mean between the closing representative bid and
asked prices for the common stock on such date as reported by AMEX or, if AMEX is not then in existence, by its successor quotation
system; or (iii) if the common stock is not publicly traded, the Fair Market Value of a share of common stock as established by
the Committee acting in good faith.
1.11
Key Employee
. “Key Employee” shall mean an employee of the Company or of an affiliate (including, without limitation,
an employee who also is serving as an officer or director of the Company or of an affiliate) designated by the Board or the Committee
as being eligible to be granted one or more options under the Plan.
1.12
Key Non-Employee
. “Key Non-Employee” shall mean a Non-Employee Board Member, consultant, or independent contractor
of the Company or of an affiliate who is designated by the Board or the Committee as being eligible to be granted one or more
options under the Plan.
1.13
Non-Employee Board Member
. “Non-Employee Board Member” shall mean a director of the Company who is not an employee
of the Company or any of its affiliates. For purposes of this Plan, a Non-Employee Board Member shall be deemed to include the
employer of such Non-Employee Board Member, if the Non-Employee Board Member is so required, as a condition of his employment,
to provide that any option granted hereunder be made to the employer.
1.14
Participant
. “Participant” shall mean a Key Employee or a Key Non-Employee to whom an award is granted under
the Plan.
1.15
Plan
. “Plan” shall mean this Equity Compensation Plan, as amended from time to time.
1.16
Shares
. “Shares” shall mean the following shares of the capital stock of the Company as to which Awards have
been or may be granted under the Plan: treasury shares or authorized but unissued common stock $.001 par value, or any share of
capital stock into which the shares are changed or for which they are exchanged within the provision of the Plan.
1.17
Rule 16b-3
. “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended
from time to time.
1.18
Termination of Directorship
. “Termination of Directorship” shall mean the time when an optionee who is an independent
director ceases to be a director for any reason, including, but not by way of limitation, a termination by resignation, failure
to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters
and questions relating to Termination of Directorship.
1.19
Termination of Employment
. “Termination of Employment” shall mean the time when the employee-employer relationship
between the optionee, grantee or restricted stockholder and the Company is terminated for any reason, including, but not by way
of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) terminations where
there is a simultaneous reemployment, continuing employment or retention as a consultant or advisor of an optionee, grantee or
restricted stockholder by the Company, (ii) at the discretion of the Committee, terminations which result in a temporary severance
of the employee-employer relationship, and (iii) at the discretion of the Committee, terminations which are followed by the simultaneous
establishment of a consulting relationship by the Company with the former employee. The Committee, in its absolute discretion,
shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether particular
leaves of absence constitute Terminations of Employment;
provided
,
however
, that, with respect to “incentive
stock options”, a leave of absence, change in status from an employee to an independent contractor or other change in the
employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the purpose of Section 422(a)(2) of the Code and the then applicable
regulations and revenue rulings under said Section. Notwithstanding any other provision of this Plan, the Company has an absolute
and unrestricted right to terminate an employee’s employment at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in writing.
ARTICLE
II
SHARES
SUBJECT TO PLAN
2.1
Shares Subject to Plan
.
(a)
The shares of stock subject to options, awards of restricted stock, performance awards, awards of deferred stock or unrestricted
stock shall be the Company’s common stock, $.001 par value. The aggregate number of such shares which may be issued upon
exercise of such options or rights or upon any such awards under the Plan initially shall not exceed six hundred thousand (600,000),
subject to adjustment as provided herein. The shares of common stock issuable upon exercise of such options or rights or upon
any such awards may be either previously authorized but unissued shares or treasury shares.
(b)
The maximum number of shares which may be subject to options or stock appreciation rights granted under the Plan to any individual
in any calendar year shall not exceed the limitations set forth in this subsection 2.1(b) as follows:
(i)
Subject to adjustment as provided in Section 9.3, the maximum number of shares of stock as to which options may be granted to
any Participant in any one calendar year shall be 60,000. These limits shall be construed and applied in a manner that is consistent
with the rules under Section 162(m) of the Code.
(ii)
Subject to adjustment as provided in Section 9.3, the maximum number of shares of stock subject to performance awards granted
to any Participant in any one calendar year shall be 60,000. This limit shall be construed and applied in a manner that is consistent
with the rules under Section 162(m) of the Code.
(iii)
Subject to adjustment as provided in Section 9.3, the maximum number of shares of Stock that may be issued, in the aggregate,
pursuant to the exercise of Options that do not qualify as “incentive stock options” under Section 422(b) of the Code
(“non-qualified stock options”) shall be 600,000 and the maximum number of shares of Stock that may be issued, in
the aggregate, pursuant to the exercise of stock options that qualify as “incentive stock options” (“ISOs”)
shall also be 600,000, in each case plus the amount of any increase in the number of shares that may be available for issuance
pursuant to Section 2.1(a); provided, that the foregoing maximum limits shall not be construed to permit more than the maximum
number of shares described at (a) above (as the same may be adjusted as provided in Section 9.3) to be issued in the aggregate
pursuant to all Awards.
(c)
To the extent required by Section 162(m) of the Code, shares subject to options which are canceled shall continue to be counted
against the Award Limit and if, after grant of an option, the price of shares subject to such option is reduced, the transaction
shall be treated as a cancellation of the option and a grant of a new option and both the option deemed to be canceled and the
option deemed to be granted shall be counted against the Award Limit. This subparagraph (c) shall be construed in a manner consistent
with the requirements of Section 409A of the Code and any such cancellation and subsequent grant or Award shall fully comply with
the requirements of said Section 409A of the Code.
2.2
Unexercised Options and Other Rights
. Consistent with the provisions of Section 162(m) of the Code, as from time to time
applicable, to the extent that (i) an option expires or is otherwise terminated without being exercised, or (ii) any shares of
stock subject to any restricted stock, deferred stock or performance award granted hereunder are forfeited, such shares shall
again be available for issuance in connection with future awards under the Plan. If any shares of stock have been pledged as collateral
for indebtedness incurred by a Participant in connection with the exercise of an option and such shares are returned to the Company
in satisfaction of such indebtedness, such shares shall again be available for issuance in connection with future awards under
the Plan.
ARTICLE
III
GRANTING
OF OPTIONS
3.1
Eligibility
. Any officer, employee, consultant, advisor or director shall be eligible to be granted an option.
3.2
Granting of Options
.
(a)
The Committee shall from time to time, in its absolute discretion:
(i)
Select which Participants shall be granted options;
(ii)
Subject to the Award Limit, determine the number of shares subject to such options;
(iii)
Determine whether such options are to be ISOs or non-qualified stock options and whether such options are to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code; and
(iv)
Determine the terms and conditions of such options, consistent with this Plan;
provided
,
however
, that the terms
and conditions of options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall include, but not be limited to, such terms and conditions as may be necessary to meet the applicable provisions of Section
162(m) of the Code.
(b)
The Committee shall instruct the secretary of the Company to issue such options and may impose such conditions on the grant of
such options as it deems appropriate, including substitution or replacement of awards, cancellation and replacement or other adjustments
to the Award, including but not limited to the strike price. Without limiting the generality of the preceding sentence, the Committee
may, in its discretion and on such terms as it deems appropriate, require as a condition on the grant of an option that the optionee
surrender for cancellation some or all of the unexercised options, awards of restricted stock, deferred stock, performance awards
or unrestricted stock or other rights which have been previously granted to him under this Plan or otherwise. Any such surrender
and subsequent grant or Award shall fully comply with the requirements of Section 409A of the Code and within the statutory guidelines.
Such grant or other Award may contain such terms and conditions as the Committee deems appropriate and shall be exercisable in
accordance with its terms, subject to statutory and regulatory compliance.
3.3
Special Rules Applicable to ISOs
.
(a)
No person may be granted an ISO under this Plan if such person, at the time the ISO is granted, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of the Company unless such ISO conforms to the applicable
provisions of Section 422 of the Code.
(b)
No ISO shall be granted unless such option, when granted, qualifies as an “incentive stock option” under Section 422
of the Code. No ISO shall be granted to any person who is not an employee.
(c)
Any ISO granted under this Plan may be modified by the Committee to disqualify such option from treatment as an “incentive
stock option” under Section 422 of the Code.
(d)
To the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within
the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by
an optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company) exceeds $100,000,
such options shall be treated as non-qualified stock options to the extent required by Section 422 of the Code. The rule set forth
in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes
of this Section 3.3(d), the Fair Market Value of stock shall be determined as of the time the option with respect to such stock
is granted.
3.4
Certain Additional Provisions for Non-Qualified Stock Options
.
(a)
Non-Qualified Stock Options With Fair Market Value Exercise Price
. Unless otherwise determined by the Board pursuant to
paragraph (b) below, to avoid a deferral of compensation falling within the requirements of Section 409A of the Code, any option
to purchase stock, other than an “incentive stock option” described in Section 422 of the Code, will have the following
characteristics: (i) the exercise price will never be less than the fair market value of the underlying stock on the date the
option is granted, (ii) the receipt, transfer or exercise of the option will be subject to taxation under Section 83 of the Code,
and (iii) the option will not include any feature for the deferral of compensation other than the deferral of recognition of income
until the later of exercise or disposition of the option.
(b)
Non-Qualified Stock Options With an Exercise Price Less than Fair Market Value
. Notwithstanding paragraph (a) above, to
the extent that any non-qualified stock option may constitute a deferral of compensation, such option shall comply with the requirements
of Section 409A of the Code as set forth in the corresponding stock option agreement.
3.5
Substitute Options
. In the event that the Company or any Subsidiary consummates a transaction described in Section 424(a)
of the Code (relating to the acquisition of property or stock from an unrelated corporation), individuals who become employees
or consultants of the Company or any Subsidiary on account of such transaction may be granted ISOs in substitution for options
granted by their former employer, subject to the requirements of Section 409A of the Code. The Board, in its sole discretion and
consistent with Sections 409A and 424(a) of the Code, shall determine the exercise price of such substitute Options.
ARTICLE
IV
TERMS
OF OPTIONS
4.1
Option Agreement
. Each option shall be evidenced by a written stock option agreement, which shall be executed by the optionee
and an authorized officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent
with this Plan. Stock option agreements evidencing options intended to qualify as performance-based compensation as described
in Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions
of Section 162(m) of the Code. Stock option agreements evidencing ISOs shall contain such terms and conditions as may be necessary
to meet the applicable provisions of Section 422 of the Code. In this regard, any awards which are non-qualified stock options
under Section 3.4 of this Plan will include within the written award agreement such terms and conditions as are necessary to comply
with the requirements of Section 409A of the Code. Any award agreement may require that the Participant agree to be bound by any
stockholders’ agreement among all or certain stockholders of the Company that may be in effect at the time of the grant
of the award, or the exercise of an Option, if applicable, or certain provisions of any such agreement that may be specified by
the Company.
4.2
Option Price
. The price per share of the shares subject to each option shall be set by the Committee;
provided
,
however
, that (i) such price shall be no less than the par value of a share of common stock, and (ii) in the case of options
intended to qualify as ISOs or as performance-based compensation as described in Section 162(m)(4)(C) of the Code such price shall
be no less than 100% of the Fair Market Value of a share of common stock on the date the option is granted (110% of the Fair Market
Value of a share of common stock on the date such option is granted in the case of an individual then owning (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company).
4.3
Option Term
. The term of an option shall be set by the Committee in its discretion;
provided
,
however
, that,
in the case of ISOs, the term shall not be more than ten (10) years from the date the ISO is granted, or five (5) years from such
date if the ISO is granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the
total combined voting power of all classes of stock of the Company.
4.4
Option Vesting and Exercisability
. Stock options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at or after grant. The Committee may provide, in its discretion, that any stock
option shall be exercisable only in installments, and the Committee may waive such installment exercise provisions at any time
in whole or in part based on such factors as the Committee may determine, in its sole discretion, including but not limited to
in connection with any “change in control” of the Company, as defined in any stock option agreement. Notwithstanding
the foregoing, the Board may accelerate (i) the vesting or payment of any award (including an ISO), (ii) the lapse of restrictions
on any award (including an award of Restricted Stock) and (iii) the date on which any Option first becomes exercisable as long
as such acceleration will not subject the specific award or this Plan, in general, to the requirements of Section 409A of the
Code.
ARTICLE
V
EXERCISE
OF OPTIONS
5.1
Partial Exercise
. An exercisable option may be exercised in whole or in part. However, an option shall not be exercisable
with respect to fractional shares and the Committee may require that, by the terms of the option, a partial exercise be with respect
to a minimum number of shares.
5.2
Manner of Exercise
. All or a portion of an exercisable option shall be deemed exercised upon delivery of all of the following
to the secretary of the Company or the secretary’s office:
(a)
A written notice complying with the applicable rules established by the Committee stating that the option, or a portion thereof,
is to be exercised. The notice shall be signed by the optionee or other person then entitled to exercise the option or such portion;
(b)
Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations.
The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c)
In the event that the option shall be exercised pursuant to Section 9.1 by any person or persons other than the optionee, appropriate
proof of the right of such person or persons to exercise the option; and
(d)
Full cash payment to the secretary of the Company for the shares with respect to which the option, or portion thereof, is exercised.
However, at the discretion of the Committee, the terms of the option may (i) allow a delay in payment up to thirty (30) days from
the date the option, or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of shares
of common stock owned by the optionee for at least six months prior to the date of delivery, duly endorsed for transfer to the
Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the option or exercised portion
thereof; (iii) allow payment, in whole or in part, through the surrender of shares of common stock then issuable upon exercise
of the option having a Fair Market Value on the date of option exercise equal to the aggregate exercise price of the option or
exercised portion thereof; (iv) allow payment, in whole or in part, through the delivery of property of any kind which constitutes
good and valuable consideration; (v) allow payment, in whole or in part, through the delivery of a promissory note bearing interest
(at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may
be prescribed by the Committee, or (vi) allow payment through any combination of the foregoing. In the case of a promissory note,
the Committee may also prescribe the form of such note, the security to be given for such note and the rate of interest, if any,
that the note shall bear. The option may not be exercised, however, by delivery of a promissory note or by a loan from the Company
when or where such loan or other extension of credit is prohibited by law, and any such note or loan shall comply with all applicable
laws, regulations and rules of the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction.
5.3
Conditions to Issuance of Stock Certificate
. The Company shall not be required to issue or deliver any certificate or certificates
for shares of stock purchased upon the exercise of any option or portion thereof prior to fulfillment of all of the following
conditions:
(a)
The admission of such shares to listing on all stock exchanges on which such class of stock is then listed;
(b)
The completion of any registration or other qualification of such shares under any state or federal law, or under the rulings
or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee shall,
in its absolute discretion, deem necessary or advisable;
(c)
The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable;
(d)
The lapse of such reasonable period of time following the exercise of the option as the Committee may establish from time to time
for reasons of administrative convenience; and
(e)
The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax.
5.4
Rights as Stockholders
. The holders of options shall not be, nor have any of the rights or privileges of, stockholders
of the Company in respect of any shares purchasable upon the exercise of an option unless and until certificates representing
such shares have been issued by the Company to such holders.
5.5
Ownership and Transfer Restrictions
. The Committee, in its absolute discretion, may impose such restrictions on the ownership
and transferability of the shares purchasable upon the exercise of an option as it deems appropriate. Any such restriction shall
be set forth in the respective stock option agreement and may be referred to on the certificates evidencing such shares. The Committee
may require the optionee to give the Company prompt notice of any disposition of shares of common stock acquired by exercise of
an ISO within (i) two years from the date the option was granted or (ii) one year after the transfer of such shares to the optionee.
The Committee may direct that the certificates evidencing shares acquired by exercise of an option refer to such requirement to
be given prompt notice of disposition.
ARTICLE
VI
AWARD
OF RESTRICTED STOCK
6.1
Award of Restricted Stock
.
(a)
The Committee shall from time to time, in its absolute discretion, select which Participants shall be awarded restricted stock,
and determine the purchase price, if any, and other terms and conditions applicable to such restricted stock, consistent with
this Plan.
(b)
The Committee shall establish the purchase price, if any, and form of payment for restricted stock, including any consideration
required by applicable law. The Committee shall instruct the secretary of the Company to issue such restricted stock and may impose
such conditions on the issuance of such restricted stock as it deems appropriate.
6.2
Restricted Stock Agreement
. Restricted stock shall be issued only pursuant to a written restricted stock agreement, which
shall be executed by the selected Key Employee or consultant and an authorized officer of the Company and which shall contain
such terms and conditions as the Committee shall determine, consistent with this Plan.
6.3
Rights as Stockholders
. Upon delivery of the shares of restricted stock to the escrow holder pursuant to Section 6.5, the
restricted stockholder shall have, unless otherwise provided by the Committee, all the rights of a stockholder with respect to
said shares, subject to the restrictions in the restricted stockholder’s restricted stock agreement, including the right
to receive all dividends and other distributions paid or made with respect to the shares;
provided
,
however
, that
in the discretion of the Committee, any extraordinary distributions with respect to the common stock shall be subject to the restrictions
set forth in Section 6.4.
6.4
Restriction
. All shares of restricted stock issued under this Plan (including any shares received by holders thereof with
respect to shares of restricted stock as a result of stock dividends, stock splits or any other form of recapitalization) shall,
in the terms of each individual restricted stock agreement, be subject to such restrictions as the Committee shall provide, which
restrictions may include, without limitation, restrictions concerning voting rights and transferability and restrictions based
on duration of employment with the Company, Company performance and individual performance;
provided
,
however
, that
by a resolution adopted after the restricted stock is issued, the Committee may, on such terms and conditions as it may determine
to be appropriate, remove any or all of the restrictions imposed by the terms of the restricted stock agreement. Restricted stock
may not be sold or encumbered until all restrictions are terminated or expire.
6.5
Escrow
. The Secretary of the Company or such other escrow holder as the Committee may appoint shall retain physical custody
of each certificate representing restricted stock until all of the restrictions imposed under the restricted stock agreement with
respect to the shares evidenced by such certificate expire or shall have been removed.
6.6
Legend
. In order to enforce the restrictions imposed upon shares of restricted stock hereunder, the Committee shall cause
a legend or legends to be placed on certificates representing all shares of restricted stock that are still subject to restrictions
under restricted stock agreements, which legend or legends shall make appropriate reference to the conditions imposed thereby.
6.7
Deferred Compensation
. To the extent that any award of shares of Restricted Stock may constitute a deferral of compensation,
the award shall comply with the requirements of Section 409A of the Code as set forth in the corresponding restricted stock agreement.
ARTICLE
VII
PERFORMANCE
AWARDS, DEFERRED STOCK, UNRESTRICTED STOCK
7.1
Performance Awards
.
(a)
Any Participant selected by the Committee may be granted one or more performance awards. The value of such performance awards
may be linked to the market value, book value, net profits or other measure of the value of common stock or other specific Performance
Criteria (as defined in Section 7.1(c) below) determined appropriate by the Committee, or may be based upon the appreciation in
the market value, book value, net profits or other measure of the value of a specified number of shares of common stock over a
fixed period or periods determined by the Committee. Performance conditioned awards are subject to the following:
(b)
Any performance award intended to qualify as performance-based for purposes of Section 162(m) of the Code. In the case of any
performance award to which this Section 7.1(b) applies, the Plan and such Award will be construed to the maximum extent permitted
by law in a manner consistent with qualifying the Award for such exception. With respect to such performance awards, the Committee
will establish, in writing, one or more specific Performance Criteria (as defined below) no later than ninety (90) days after
the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify
the Award as performance-based under Section 162(m) of the Code). The Performance Criteria so established shall serve as a condition
to the grant, vesting or payment of the performance award, as determined by the Committee. Prior to grant, vesting or payment
of the performance award, as the case may be, the Committee will certify whether the Performance Criteria have been attained and
such determination will be final and conclusive. If the Performance Criteria with respect to the Award are not attained, no other
Award will be provided in substitution of the performance award. No performance award to which this Section 7.1(b) applies may
be granted after the first meeting of the stockholders of the Company held in 2019 until the performance measures described in
Section 7.1(c) below (as the same may be amended) have been resubmitted to and re-approved by the stockholders of the Company
in accordance with the requirements of Section 162(m) of the Code, unless such grant is made contingent upon such approval.
(c)
For purposes of this Section 7.1, “Performance Criteria” are specified criteria, other than the mere performance of
services or the mere passage of time the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment
of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section
162(m) of the Code, a Performance Criterion means an objectively determinable measure of performance relating to any or any combination
of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis
or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof);
sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation,
or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital
or assets; one or more operating rations; borrowing levels, leverage ratios or credit rating; market share; capital expenditures;
cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions
and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations;
or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion measure
and any targets with respect thereto determined by the Committee need not be based upon an increase, a positive or improved result
or avoidance of loss. Any Performance Criterion based on performance over a period of time shall be determined by reference to
a period of not less than one year. To the extent consistent with the requirements for satisfying the performance-based compensation
exception under Section 162(m) of the Code, the Committee may provide in the case of any Award intended to qualify for such exception
that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to
reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that
affect the applicable Performance Criterion or Criteria.
7.2
Unrestricted Stock
. Subject to the terms and provisions of the Plan, the Committee may grant or sell shares of fully vested
and unrestricted stock in such amounts and for such consideration, if any, as the Committee shall determine; provided, that the
aggregate number of shares of unrestricted stock that may be granted or sold for a purchase price that is less than their fair
market value, unless granted in lieu of cash compensation equal to such fair market value, shall not exceed 60,000 shares.
7.3
Deferred Stock
. Any Participant selected by the Committee may be granted an award of deferred stock in the manner determined
from time to time by the Committee. The number of shares of deferred stock shall be determined by the Committee and may be linked
to the market value, book value, net profits or other measure of the value of common stock or other specific Performance Criteria
determined appropriate by the Committee. Common stock underlying a deferred stock award will not be issued until the deferred
stock award has vested, pursuant to a vesting schedule or Performance Criteria set by the Committee. Unless otherwise provided
by the Committee, a grantee of deferred stock shall have no rights as a Company stockholder with respect to such deferred stock
until such time as the award has vested and the common stock underlying the award has been issued.
7.4
Performance Award Agreement, Deferred Stock Agreement, Unrestricted Stock Agreement
. Each performance award, award of deferred
stock and/or unrestricted Stock shall be evidenced by a written agreement, which shall be executed by the grantee and an authorized
officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with this
Plan.
7.5
Term
. The term of a performance award, award of deferred stock and/or unrestricted stock shall be set by the Committee
in its discretion.
7.6
Payment on Exercise
. Payment of the amount determined under Section 7.1, 7.2 or 7.3 above shall be in cash, in common stock
or a combination of both, as determined by the Committee. To the extent any payment under this Article VII is effected in common
stock, it shall be made subject to satisfaction of all provisions of Section 5.3.
7.7
Deferred Compensation
. It is not intended that awards under this Article VII, in form and/or operation, will constitute
“deferred compensation” under Section 409A of the Code. If it is subsequently determined that such awards in form
and/or operation, constitute “deferred compensation” under Section 409A of the Code, the award shall be amended as
provided by in Section 9.6 to comply with the requirements of Section 409A of the Code as set forth in the corresponding award
agreement.
7.8
Form of Agreement
. Each award granted pursuant to this Article VII shall be evidenced by a written agreement, which shall
be executed by the Grantee and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator
shall determine, consistent with this Plan, including the term of the award and payment on exercise.
ARTICLE
VIII
ADMINISTRATION
8.1
Committee
. The Committee shall consist of two or more directors appointed by and holding office at the pleasure of the
Board. To the extent applicable, the members of the Committee shall each be an “outside director” as defined under
Section 162(m) of the Code. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members
may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board.
8.2
Duties and Powers of Committee
. It shall be the duty of the Committee to conduct the general administration of this Plan
in accordance with its provisions. The Committee shall have the power to interpret this Plan and the agreements pursuant to which
options, awards of restricted stock, deferred stock, unrestricted stock or performance awards are granted or awarded, and to adopt
such rules for the administration, interpretation, and application of this Plan as are consistent therewith and to interpret,
amend or revoke any such rules. Any such grant or award under this Plan need not be the same with respect to each optionee, grantee
or restricted stockholder. Any such interpretations and rules with respect to ISOs shall be consistent with the provisions of
Section 422 of the Code. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights
and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code,
or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.
8.3
Majority Rule
. The Committee shall act by a majority of its members in attendance at a meeting at which a quorum is present
or by a memorandum or other written instrument signed by all members of the Committee.
8.4
Compensation; Professional Assistance; Good Faith Actions
. Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur
in connection with the administration of this Plan shall be borne by the Company. The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company and the Company’s
officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all optionees,
grantees, restricted stockholders, the Company and all other interested persons. No members of the Committee or Board shall be
personally liable for any action, determination or interpretation made in good faith with respect to this Plan, options, awards
of restricted stock or unrestricted stock, deferred stock or performance awards, and all members of the Committee shall be fully
protected and indemnified by the Company in respect of any such action, determination or interpretation.
ARTICLE
IX
MISCELLANEOUS
PROVISIONS
9.1
Not Transferable
. Except as may otherwise be authorized in writing by the Committee in accordance with applicable law,
options, restricted stock awards, unrestricted or deferred stock awards or performance awards under this Plan may not be sold,
pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution, unless and until such
rights or awards have been exercised, or the shares underlying such rights or awards have been issued, and all restrictions applicable
to such shares have lapsed. No Award or interest or right therein shall be liable for the debts, contracts or engagements of the
optionee, grantee or restricted stockholder or his or her successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect; provided however, that this Section 9.1 shall not
prevent (i) transfers by will or by the applicable laws of descent and distribution, or (ii) the designation of a beneficiary
to exercise any option or other right or award (or any portion thereof) granted under the Plan after the optionee’s or grantee’s
death.
9.2
Amendment Suspension or Termination of this Plan
. This Plan shall terminate on the date of the annual meeting of the Board
immediately following the tenth (10
th
) anniversary of the Board’s adoption of this Plan. This Plan may be wholly
or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee. However,
without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Committee,
no action of the Committee may, except as provided in Section 9.3, increase the limits imposed in Section 2.1 on the maximum number
of shares which may be issued under this Plan or modify the Award Limit, and no action of the Committee may be taken that would
otherwise require stockholder approval as a matter of applicable law, regulation or rule. No amendment, suspension or termination
of this Plan shall, without the consent of the holder of, alter or impair any rights or obligations under any Award theretofore
granted, unless the award itself otherwise expressly so provides. No Award may be granted or awarded during any period of suspension
or after termination of this Plan, and in no event may any ISO be granted under this Plan after the first to occur of the following
events:
(a)
The expiration of ten (10) years from the date the Plan is adopted by the Board; or
(b)
The expiration of ten (10) years from the date the Plan is approved by the Company’s stockholders under Section 9.5.
Specifically,
and in addition to the foregoing, this Plan may be amended, to the extent necessary, to comply with regulatory and legislative
requirements, including Section 409A of the Code.
9.3
Adjustments
. Upon the happening of any of the following described events, a Participant’s rights with respect to
awards granted hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the award agreement.
(a)
Stock Splits and Recapitalizations
. In the event the Company issues any of its shares as a stock dividend upon or with
respect to the shares, or in the event shares shall be subdivided or combined into a greater or smaller number of shares, or if,
upon a merger or consolidation, reorganization, split-up, liquidation, combination, recapitalization or the like of the Company,
shares shall be exchanged for other securities of the Company, securities of another entity, cash or other property, each Participant
upon exercising an Option (for the purchase price to be paid under the Option) shall be entitled to purchase such number of shares,
other securities of the Company, securities of such other entity, cash or other property as the Participant would have received
if the Participant had been the holder of the shares with respect to which the award is exercised at all times between the Grant
Date of the award and the date of its exercise, and appropriate adjustments shall be made in the purchase price per share. In
determining whether any award granted hereunder has vested, appropriate adjustments will be made for distributions and transactions
described in this Section 9.3(a). The Board may adjust the number of shares subject to outstanding awards and the exercise price
and the terms of outstanding awards to take into consideration material changes in accounting practices or principles, extraordinary
dividends, acquisitions or dispositions of stock or property, or any other event if it is determined by the Board that such adjustment
is appropriate to avoid distortion in the operation of the Plan, including adjustments of the limitations in Section 2.1 on the
maximum number and kind of shares which may be issued. Notwithstanding the foregoing, any adjustment under this Section 9.3(a)
shall not be permitted to the extent that the individual award or this Plan, in general, would constitute deferred compensation
subject to Section 409A of the Code unless the award agreement sets forth the terms and conditions necessary to comply with the
requirements of Section 409A of the Code. Where an adjustment of the type described above is made to an ISO under this Section,
the adjustment will be made in a manner which will not be considered a “modification” under the provisions of subsection
424(h)(3) of the Code.
(b)
Restricted Stock
.
If any person owning Restricted Stock receives new or additional or different shares or securities
(“
New Securities
”) in connection with a corporate transaction or stock dividend described in Section 9.3(a)
as a result of owning such Restricted Stock, the New Securities shall be subject to all of the conditions and restrictions applicable
to the Restricted Stock with respect to which such New Securities were issued. Notwithstanding the foregoing, any adjustment under
this Section 9.3(b) shall not be permitted to the extent that the individual award or this Plan, in general, would constitute
deferred compensation subject to Section 409A of the Code unless the award agreement sets forth the terms and conditions necessary
to comply with the requirements of Section 409A of the Code.
(c)
Fractional Shares
. No fractional shares shall be issued under the Plan. Any fractional shares which, but for this Section,
would have been issued shall be deemed to have been issued and immediately sold to the Company for their Fair Market Value, and
the Participant shall receive from the Company cash in lieu of such fractional shares.
(d)
Further Adjustment
. Upon the happening of any of the events described in Sections 9.3(a) or 9.3(c), the class and aggregate
number of shares set forth in Section 5.1 hereof that are subject to awards which previously have been or subsequently may be
granted under the Plan, and the number of shares set forth in Section 5.3 hereof that may be granted to a Participant in any year
shall be appropriately adjusted to reflect the events described in such Sections. The Board shall determine the specific adjustments
to be made under this Section 9.3(d).
(e)
Assumption of Options Upon Certain Events
. In connection with a merger or consolidation of an entity with the Company or
the acquisition by the Company of property or stock of an entity, the Board may grant awards under the Plan in substitution for
stock and stock based awards issued by such entity or a Subsidiary thereof, as long as such substitute awards will not constitute
a deferral of compensation under Section 409A of the Code. Notwithstanding the foregoing, to the extent that the Board determines
that any such substitute award shall constitute a deferral of compensation under Section 409A of the Code, such award shall be
accompanied with a written award agreement which shall set forth the terms and conditions required to comply with the requirements
of Section 409A of the Code. The substitute awards shall be granted on such terms and conditions as the Board considers appropriate
in the circumstances. The awards so granted shall not reduce the number of shares that would otherwise be available for awards
under the Plan. Notwithstanding the foregoing, in the event of such a reorganization, merger, consolidation, recapitalization,
reclassification, stock splitup, stock dividend or combination, or other adjustment or event which results in shares of Common
Stock being exchanged for or converted into cash, securities or other property, the Company will have the right, subject to applicable
statutory and regulatory guidance, including but not limited to Section 409A of the Code, to terminate this Plan as of the date
of the exchange or conversion, in which case all options, rights and other awards under this Plan shall become the right to receive
such cash, securities or other property, net of any applicable exercise price.
9.4
Approval of Plan by Stockholders
. This Plan will be submitted for the approval of the Company’s stockholders within
(12) twelve months after the date of the Board’s initial adoption of this Plan. Awards may be granted prior to such stockholder
approval, provided that such Awards shall not be exercisable nor shall vest prior to the time when this Plan is approved by the
stockholders, and provided further that if such approval has not been obtained at the end of said twelve (12) month period, all
Awards previously granted under this Plan shall thereupon be canceled and become null and void.
9.5
Tax Withholding
. The Company shall be entitled to require payment in cash or deduction from other compensation payable
to each optionee, grantee or restricted stockholder of any sums required by federal, state or local tax law to be withheld with
respect to the issuance, vesting or exercise of any option, restricted stock, deferred stock, performance award or unrestricted
stock. The Committee may in its discretion and in satisfaction of the foregoing requirement allow such optionee, grantee or restricted
stockholder to elect to have the Company withhold shares of common stock (or allow the return of shares of common stock) having
a Fair Market Value equal to the sums required to be withheld.
9.6
Loan
. To the extent permitted by applicable law, the Committee may, in its discretion, extend one or more loans in connection
with the exercise or receipt of an option or performance award, granted under this Plan, or the issuance of restricted stock,
unrestricted stock or deferred stock awarded under this Plan. The terms and conditions of any such loan shall be set by the Committee.
9.7
Limitations Applicable to Section 16 Persons and Performance-Based Compensation
. Notwithstanding any other provision of
this Plan, any option, performance award, stock appreciation right granted, or restricted stock, unrestricted stock or deferred
stock awarded, to a Key Employee or director who is then subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3
of the Exchange Act) that are requirements for the application of such exemptive rule, and this Plan shall be deemed amended to
the extent necessary to conform to such limitations. Furthermore, notwithstanding any other provision of this Plan, any option
or stock appreciation right intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the
Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section
162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the extent necessary to
conform to such requirements.
9.8
Other Transfer Restrictions
. Notwithstanding any other provision of the Plan, in order to qualify for the exemption provided
by Rule 16b-3 under the Exchange Act, and any successor provision, (i) any Restricted Stock offered under the Plan to a Participant
subject to Section 16 of the Exchange Act (a “
Section 16 Participant
”) may not be sold for six (6) months after
acquisition; (ii) any shares or other equity security acquired by a Section 16 Participant upon exercise of an Option may not
be sold for six (6) months after the date of grant of the Option; and (iii) any Option or other similar right related to an equity
security issued under the Plan shall not be transferable except in accordance with the rules under Section 16 of the Exchange
Act, subject to any other applicable transfer restrictions under the Plan or the award agreement. The Board shall have no authority
to take any action if the authority to take such action, or the taking of such action, would disqualify a transaction under the
Plan from the exemption provided by Rule 16b-3 under the Act, or any successor provision.
9.9
Effect of Plan Upon Other Compensation or Incentive Plans
. The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company. Nothing in this Plan shall be construed to limit the right of the Company (i) to
establish any other forms of incentives or compensation for employees of the Company or (ii) to grant or assume options or other
rights otherwise than under this Plan in connection with any proper corporate purpose including but not by way of limitation,
the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise,
of the business, stock or assets of any corporation, partnership, firm or association.
9.10
Compliance with Laws
. This Plan, the granting and vesting of options, restricted stock awards, unrestricted stock awards,
deferred stock awards, performance awards or stock appreciation rights under this Plan and the issuance and delivery of shares
of common stock and the payment of money under this Plan or under Awards granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal
margin requirements and the requirements of Section 409A of the Code) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities
delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested
by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure
compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan, options, restricted stock
awards, unrestricted stock awards, deferred stock awards, performance awards, or stock appreciation rights granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
9.11
Titles
. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Plan.
9.12
Governing Law
. This Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal
laws of the State of Delaware without regard to conflicts of laws thereof.
ANNEX
B
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 twenty five million
three hundred fifty thousand (25,350,000) shares, of which (a) twenty five million (25,000,000) 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.”
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:”
IN
WITNESS WHEREOF
, the undersigned has made and signed this Certificate of Amendment this [_____] day of [_____], 2017 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/
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Name
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Title
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B-1
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