Filed Pursuant
to Rule 424(b)(5)
Registration No. 333-239928
PROSPECTUS SUPPLEMENT
(To prospectus dated August 28,
2020)
$20 Million
Soligenix, Inc.
Common Stock
We have entered into
an at-the-market offering agreement (the “distribution agreement”), with B. Riley FBR, Inc. (“B. Riley FBR”),
dated August 11, 2017 and amended August 28, 2020, relating to shares of our common stock offered by this prospectus supplement
and the accompanying prospectus. In accordance with the terms of the distribution agreement, we may offer and sell shares of our
common stock having an aggregate offering price of up to $20 million from time to time through B. Riley FBR as our sales agent.
Our
common stock and our common stock warrants issued in connection with our December 2016 public offering are traded on The NASDAQ
Capital Market under the symbols “SNGX” and “SNGXW,” respectively. On August 24, 2020, the last reported
closing sales prices of our common stock and our common stock warrants issued in connection with our 2016 public offering on The
NASDAQ Capital Market were $2.06 per share and $0.67 per warrant.
Sales
of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus, may be made by means
of ordinary brokers’ transactions on The NASDAQ Capital Market, in negotiated transactions or transactions that are deemed
to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), including sales made to or through a market maker other than on an exchange, at prices related to the prevailing
market prices or at negotiated prices.
The
aggregate market value of our outstanding common shares held by non-affiliates as of August 24, 2020 was $79,715,453, which was
calculated based on 29,744,572 shares of outstanding common stock held by non-affiliates as of such date, and on a price per share
of $2.68 (the average of the bid and asked prices of our common stock on July 28, 2020).
Investing
in our common stock involves risks. Before buying any shares, you should read the discussion of material risks of investing in
our common stock in the section titled “Risk Factors” beginning on page S-4 of this prospectus supplement,
and in the risks discussed in the documents incorporated by reference in this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
compensation to the sales agent for sales of common shares will be 3% of the gross sales price of all shares of common stock sold
through the sales agent from time to time under the distribution agreement. Subject to the terms and conditions of the distribution
agreement, the sales agent will use its commercially reasonable efforts to sell on our behalf any shares of common stock to be
offered by us under the distribution agreement. The net proceeds from any sales under this prospectus supplement will be used
as described under “Use of Proceeds” in this prospectus supplement.
B. Riley FBR
Prospectus
Supplement dated August 28, 2020.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
You
should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying
prospectus, or any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor B.
Riley FBR have authorized any other person to provide you with different or additional information. If anyone provides you with
different or additional information, you should not rely on it. Neither we nor B. Riley FBR take any responsibility for, and can
provide no assurances as to the reliability of, any other information that others may give you. This prospectus supplement and
the accompanying prospectus are not offers to sell, nor are they seeking an offer to buy, the shares offered by this prospectus
supplement or the accompanying prospectus in any jurisdiction where the offer or sale is not permitted. The information contained
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein is accurate only
as of the dates of the respective documents in which such information is included, regardless of the time of delivery of this
prospectus supplement or any sale of the shares of common stock offered hereby. Our business, financial condition, liquidity,
results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying
prospectus, the documents incorporated by reference in the accompanying prospectus, and any free writing prospectus that we have
authorized for use in connection with this offering, in their entirety before making an investment decision. You should also read
and consider the information in the documents to which we have referred you in the sections of this prospectus supplement and
the accompanying prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.”
ABOUT THIS PROSPECTUS
SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form S-3 (File
No. 333-239928) that we filed with the Securities and Exchange Commission (the “SEC”), on August 14, 2020 and that
was declared effective on August 28, 2020.
Unless
the context otherwise indicates, references in this Prospectus Supplement to the “accompanying prospectus” refer to
the prospectus.
This
document consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference,
which describes the specific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated
by reference, gives more general information, some of which does not apply to this offering. Generally, when we refer only to
the “prospectus,” we are referring to both parts combined. This prospectus supplement may add to, update or change
information contained in the accompanying prospectus, as supplemented, and the documents incorporated by reference into this prospectus
supplement or the accompanying prospectus.
You
should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus before making an investment decision. You should also read and consider the information
in the documents referred to in the sections of this prospectus supplement titled “Where You Can Find More Information”
and “Incorporation of Certain Documents by Reference.” If information in this prospectus supplement is inconsistent
with the accompanying prospectus or with any document incorporated by reference in this prospectus supplement or the accompanying
prospectus that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to
any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
All
references in this prospectus supplement or the accompanying prospectus to “we,” “us,” “our”
and “our company” mean Soligenix, Inc. and its consolidated subsidiaries, unless the context clearly indicates otherwise,
unless we state otherwise or the context otherwise indicates.
SUMMARY
This
summary highlights selected information about us and this common stock offering. This summary is not complete and may not contain
all of the information that is important to you. We encourage you to read this prospectus supplement and the accompanying prospectus,
including the information under the caption “Risk Factors” and the information we incorporate by reference, in its
entirety.
About Our Company
We
are a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there
is an unmet medical need. We maintain two active business segments: Specialized BioTherapeutics (formerly “BioTherapeutics”)
and Public Health Solutions (formerly “Vaccines/BioDefense”).
Our
Specialized BioTherapeutics business segment is developing a novel photodynamic therapy (SGX301) utilizing topical synthetic hypericin
activated with safe visible fluorescent light for the treatment of cutaneous T-cell lymphoma (“CTCL”), our first-in-class
innate defense regulator technology, dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary
formulations of oral beclomethasone 17,21-dipropionate for the prevention/treatment of gastrointestinal disorders characterized
by severe inflammation, including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201).
Our
Public Health Solutions business segment includes active development programs for RiVax®, our ricin toxin vaccine candidate
and SGX943, our therapeutic candidate for antibiotic resistant and emerging infectious disease. The development of our vaccine
programs currently is supported by our heat stabilization technology, known as ThermoVax®, under existing and on-going government
contract funding. With the government contract from the National Institute of Allergy and Infectious Diseases, we will attempt
to advance the development of RiVax® to protect against exposure to ricin toxin.
Corporate Information
We
were incorporated in Delaware in 1987 under the name Biological Therapeutics, Inc. In 1987, we merged with Biological Therapeutics,
Inc., a North Dakota corporation, pursuant to which we changed our name to “Immunotherapeutics, Inc.” We changed our
name to “Endorex Corp.” in 1996, to “Endorex Corporation” in 1998, to “DOR BioPharma, Inc.”
in 2001, and finally to “Soligenix, Inc.” in 2009.
Our
principal executive offices are located at 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540 and our telephone number is
(609) 538-8200. Our corporate website address is www.soligenix.com. Our website and the information contained on, or that can
be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus.
You should not rely on our website or any such information in making your decision whether to purchase our securities.
THE
OFFERING
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Common stock outstanding as of the date of this prospectus supplement
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29,847,288 shares
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Common stock offered by us
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Shares of common stock with an aggregate sale price of up to
$20 million.
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Common stock to be outstanding immediately after this offering
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39,556,026 shares (as more fully described in the notes following
this table), assuming sales at a price of $2.06 per share, which was the closing price of our common stock on The NASDAQ Capital
Market on August 24, 2020. The actual number of shares issued will vary depending on the sales price under this offering and
the amount raised.
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Manner of offering
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Negotiated transactions or transactions deemed to be “at-the-market
offerings” (including sales made to or through a market maker other than on an exchange) that may be made from time
to time through B. Riley FBR, as sales agent, using commercially reasonable efforts. See “Plan of Distribution.”
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Use of proceeds
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We intend to use the net proceeds from the sale of the securities
offered by us pursuant to this prospectus for general corporate and working capital purposes. See “Use of Proceeds”
on page S-9.
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Risk factors
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In analyzing an investment in the shares of common stock being
offered pursuant to this prospectus supplement, you should carefully consider, along with other matters included or incorporated
by reference in this prospectus supplement or the accompanying prospectus, the information set forth under “Risk Factors”
in this prospectus supplement and the risks discussed in the documents incorporated by reference in this prospectus supplement.
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NASDAQ Capital Market symbol
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Our common stock and our common stock warrants issued in connection
with our December 2016 public offering are listed on The NASDAQ Capital Market under the symbols “SNGX” and “SNGXW,”
respectively.
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The
number of shares of common stock to be outstanding after this offering is based on 29,847,288 shares of common stock outstanding
on August 24, 2020 and excludes:
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1,491,480 shares of common stock issuable upon the exercise
of outstanding options at a weighted average exercise price of $3.20 per share, of which options to purchase 1,061,486 shares
are vested as of August 24, 2020;
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5,886,817 shares of common stock issuable upon the exercise
of outstanding warrants at a weighted average exercise price of $2.92 per share, of which warrants to purchase 5,886,817 shares
are exercisable as of August 24, 2020; and
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658,701 shares of our common stock available for future issuance
under our 2015 Equity Incentive Plan as of August 24, 2020.
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RISK
FACTORS
An
investment in our shares of common stock involves a high degree of risk. Prior to making a decision about investing in our shares
of common stock, you should carefully consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk
Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any subsequent updates described
in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are incorporated herein by reference and may
be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, together with information
in this prospectus and any other information incorporated by reference into this prospectus, including the risk factors set forth
below. See the sections of this prospectus supplement titled “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.” Additional risks and uncertainties not presently known to us, or that we currently
see as immaterial, may also harm our business. If any of these risks occur, our business, financial condition and operating results
could be harmed, the trading price of our common stock could decline and you could lose part or all of your investment.
This
prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks
faced by us described below and elsewhere in this prospectus. See “Cautionary Note Regarding Forward-Looking Statements
and Industry Data and Market Information” for information relating to these forward-looking statements.
Risks Related
to this Offering
The price of our common stock may
be highly volatile.
The market price of
our common stock, like that of many other research and development public pharmaceutical and biotechnology companies, has been
highly volatile and the price of our common stock may be volatile in the future due to a wide variety of factors, including:
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announcements by us or others of results of pre-clinical testing
and clinical trials;
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announcements of technological innovations, more important bio-threats
or new commercial therapeutic products by us, our collaborative partners or our present or potential competitors;
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failure of our common stock or warrants to continue to be listed
or quoted on a national securities exchange or market system, such as The NASDAQ Stock Market or NYSE American;
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our quarterly operating results and performance;
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developments or disputes concerning patents or other proprietary
rights;
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litigation and government proceedings;
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changes in government regulations;
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our available working capital;
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economic and other external factors (e.g., COVID-19);
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general market conditions.
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Since January 1, 2020,
the closing stock price of our common stock has fluctuated between a high of $3.54 per share to a low of $1.32 per share. On August
24, 2020, the last reported sales price of our common stock on The Nasdaq Capital Market was $2.06 per share. The fluctuation
in the price of our common stock and warrants has sometimes been unrelated or disproportionate to our operating performance. In
addition, potential dilutive effects of future sales of shares of common stock by us, as well as potential sale of common stock
by the holders of warrants and options, could have an adverse effect on the market price of our shares.
Investors will experience immediate
and substantial dilution as a result of this offering and may suffer substantial dilution related to issued stock warrants and
options.
Investors will incur
immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of 9,708,738 shares of
common stock offered in this offering at an assumed public offering price of $2.06 per share (based upon the closing price on
August 24, 2020), and after deducting estimated offering expenses payable by us, investors in this offering can expect an immediate
dilution of $1.33 per share.
In addition, as of
June 30, 2020, we had a number of agreements or obligations that may result in dilution to investors. These include:
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warrants to purchase a total of 5,886,817 shares of our common
stock at a current weighted average exercise price of approximately $2.92; and
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options to purchase 1,499,580 shares of our common stock at
a current weighted average exercise price of approximately $3.20.
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We also have an incentive
compensation plan for our management, employees and consultants. We have granted, and expect to grant in the future, options to
purchase shares of our common stock to our directors, employees and consultants. To the extent that warrants or options are exercised,
our stockholders will experience dilution and our stock price may decrease.
Additionally, the
sale, or even the possibility of the sale, of the shares of common stock underlying these warrants and options could have an adverse
effect on the market price for our securities or on our ability to obtain future financing.
Our shares of common stock are thinly
traded, so stockholders may be unable to sell at or near ask prices or at all if they need to sell shares to raise money or otherwise
desire to liquidate their shares.
Our common stock has
from time to time been “thinly-traded,” meaning that the number of persons interested in purchasing our common stock
at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of
factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional
investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention
of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or
recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods
of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which
has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share
price. We cannot give stockholders any assurance that a broader or more active public trading market for our common shares will
develop or be sustained, or that current trading levels will be sustained.
We do not currently intend to pay
dividends on our common stock in the foreseeable future, and consequently, our stockholders’ ability to achieve a return
on their investment will depend on appreciation in the price of our common stock.
We have never declared
or paid cash dividends on our common stock and do not anticipate paying any cash dividends to holders of our common stock in the
foreseeable future. Consequently, our stockholders must rely on sales of their common stock after price appreciation, which may
never occur, as the only way to realize any future gains on their investments. There is no guarantee that shares of our common
stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
Upon our dissolution, our stockholders
may not recoup all or any portion of their investment.
In the event of our
liquidation, dissolution or winding-up, whether voluntary or involuntary, the proceeds and/or our assets remaining after giving
effect to such transaction, and the payment of all of our debts and liabilities will be distributed to the holders of common stock
on a pro rata basis. There can be no assurance that we will have available assets to pay to the holders of common stock, or any
amounts, upon such a liquidation, dissolution or winding-up. In this event, our stockholders could lose some or all of their investment.
The issuance of our common stock
pursuant to the terms of the asset purchase agreement with Hy Biopharma Inc. may cause dilution and the issuance of such shares
of common stock, or the perception that such issuances may occur, could cause the price of our common stock to fall.
On April 1, 2014,
we entered into an option agreement pursuant to which Hy Biopharma Inc. (“Hy Biopharma”) granted us an option to purchase
certain assets, properties and rights (the “Hypericin Assets”) related to the development of Hy Biopharma’s
synthetic hypericin product candidate for the treatment of CTCL, which we refer to as SGX301, from Hy Biopharma. In exchange for
the option, we paid $50,000 in cash and issued 4,307 shares of common stock in the aggregate to Hy Biopharma and its assignees.
We subsequently exercised the option, and on September 3, 2014, we entered into an asset purchase agreement with Hy Biopharma,
pursuant to which we purchased the Hypericin Assets. Pursuant to the purchase agreement, we initially paid $275,000 in cash and
issued 184,912 shares of common stock in the aggregate to Hy Biopharma and its assignees, and the licensors of the license agreement
acquired from Hy Biopharma. In March 2020, we issued 1,956,182 shares of common stock at a value of $5,000,000 (based upon an
effective per share price of approximately $2.56) as a result of SGX301 demonstrating statistical significant treatment response
in the Phase 3 clinical trial. We may issue up to $5.0 million worth of our common stock (subject to a cap equal to 19.99% of
our issued and outstanding common stock) in the aggregate upon attainment of a specified milestone. The final milestone payment
will be payable if SGX301 is approved for the treatment of CTCL by either the FDA or the EMA. Also on September 3, 2014, we entered
into a Registration Rights Agreement with Hy Biopharma, pursuant to which we may be required to file a registration statement
with the SEC.
The number of shares
that we may issue under the purchase agreement will fluctuate based on the market price of our common stock. Depending on market
liquidity at the time, the issuance of such shares may cause the trading price of our common stock to fall.
We may ultimately
issue all, some or none of the additional shares of our common stock that may be issued pursuant to the purchase agreement. We
are required to register any shares issued pursuant to the purchase agreement for resale under the Securities Act. After any such
resales are registered, the holders will be able to sell all, some or none of those shares. Therefore, issuances by us under the
purchase agreement could result in substantial dilution to the interests of other holders of our common stock. Additionally, the
issuance of a substantial number of shares of our common stock pursuant to the purchase agreement, or the anticipation of such
issuances, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price
that we might otherwise wish to effect sales.
The actual number of shares we will
issue under the distribution agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the distribution agreement and compliance with applicable law, we have the discretion to deliver placement
notices to B. Riley FBR at any time throughout the term of the distribution agreement. The number of shares that are sold by B.
Riley FBR after delivering a placement notice will fluctuate based on the market price of the common stock during the sales period
and limits we set with B. Riley FBR.
Our management will have broad discretion
over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree or which do
not produce beneficial results.
We currently intend
to use the net proceeds from this offering to fund our research and development, and commercialization activities and for working
capital and general corporate purposes (see “Use of Proceeds”). We have not allocated specific amounts of the net
proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and
flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to
the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the
proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable,
or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse
effect on our business, financial condition, and results of operation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
AND MARKET INFORMATION
This prospectus supplement,
the accompanying prospectus and the information incorporated herein by reference contain forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are often
identified by words such as “may,” “should,” “would,” “expect,” “intend,”
“anticipate,” “believe,” “estimate,” “continue,” “plan,” “potential”
and similar expressions. These statements involve estimates, assumptions and uncertainties that could cause actual results to
differ materially from those expressed for the reasons described in this prospectus and in the documents incorporated herein by
reference. You should not place undue reliance on these forward-looking statements.
You should be aware
that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors,
including:
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our dependence on the expertise, effort, priorities and contractual
obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of our products;
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the domestic and international regulatory process and related
laws, rules and regulations governing our technologies and our proposed products, including: (i) the timing, status and results
of our or our commercial partners’ filings with the U.S. Food and Drug Administration (the “FDA”) and its
foreign equivalents, (ii) the timing, status and results of non-clinical work and clinical studies, including regulatory review
thereof and (iii) the heavily regulated industry in which we operate our business generally;
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uncertainty as to whether our product candidates will be safe
and effective to support regulatory approvals;
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significant uncertainty inherent in developing vaccines against
bioterror threats, and manufacturing and conducting preclinical and clinical trials of vaccines;
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our ability to obtain future financing or funds when needed,
either through the raising of capital, the incurrence of convertible or other indebtedness or through strategic financing
or commercialization partnerships;
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that product development and commercialization efforts will
be reduced or discontinued due to difficulties or delays in clinical trials or a lack of progress or positive results from
research and development efforts;
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our ability to obtain further grants and awards from the U.S.
Government and the governments of other countries, and maintenance of our existing grants;
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our ability to enter into any biodefense procurement contracts
with the U.S. Government or the governments of other countries;
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our ability to patent, register and protect our technology from
challenge and our products from competition;
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maintenance or expansion of our license agreements with our
current licensors;
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the protection and control afforded by our patents or other
intellectual property, and any interest in patents or other intellectual property that we license, or our or our partners’
ability to enforce our rights under such owned or licensed patents or other intellectual property;
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changes in healthcare regulation;
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changes in the needs of biodefense procurement agencies;
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maintenance and progression of our business strategy;
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the possibility that our products under development may not
gain market acceptance;
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our expectations about the potential market sizes and market
participation potential for our product candidates may not be realized;
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our expected revenues (including sales, milestone payments and
royalty revenues) from our product candidates and any related commercial agreements of ours may not be realized;
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the ability of our manufacturing partners to supply us or our
commercial partners with clinical or commercial supplies of our products in a safe, timely and regulatory compliant manner
and the ability of such partners to address any regulatory issues that have arisen or may in the future arise;
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competition existing today or that may arise in the future,
including the possibility that others may develop technologies or products superior to our products; and
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the effect that global pathogens could have on financial markets,
materials sourcing, clinical trial subjects, patients, governments and population (e.g. COVID-19).
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You should also consider
carefully the statements under the section titled “Risk Factors” in this prospectus, and documents incorporated herein
by reference including the sections titled “Business,” “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent Annual Report
on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC, which address additional
factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially
and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary
statements.
The forward-looking
statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
Industry Data and Market Information
This prospectus supplement,
the accompanying prospectus and the documents incorporated herein by reference contain estimates, projections and other statistical
data made by independent parties and by us relating to market size and growth, the potential value of government procurement contracts,
the incidence of certain medical conditions and other industry data. These data, to the extent they contain estimates or projections,
involve a number of subjective assumptions and limitations, and you are cautioned not to give undue weight to such estimates or
projections. Industry publications and other reports we have obtained from independent parties generally state that the data contained
in these publications or other reports have been obtained in good faith or from sources considered to be reliable, but they do
not guarantee the accuracy or completeness of such data. While we believe that the data from these industry publications and other
reports are generally reliable, we have not independently verified the accuracy or completeness of such data. These and other
factors could cause results to differ materially from those expressed in these publications and reports.
We have provided estimates
of the potential worldwide market or value of potential government procurement contracts and grants for certain of our product
candidates. These estimates are based on a number of factors, including our expectation as to the number of patients with a certain
medical condition that would potentially benefit from a particular product candidate, the current costs of treating patients with
the targeted medical condition, our expectation that we will be able to demonstrate to the FDA’s satisfaction in our clinical
trials that the product candidate is safe and effective, our belief that our product candidate would, if approved, have an assumed
treatment cost per patient, historic values of government procurement contracts for vaccines, and our expectation of the dosage
of the product candidate. While we have determined these estimates based on assumptions that we believe are reasonable, there
are a number of factors that could cause our expectations to change or not be realized. Among these factors are the following:
(1) there is no assurance that the product candidate will prove to be safe and effective or will ultimately be approved for sale
by the FDA; (2) any FDA approval of the product candidate may contain restrictions on its use or require warning labels; (3) third
party payors may not be willing to provide reimbursement for the product candidate at the assumed price per patient; (4) the government
may not be willing to procure our vaccine candidates in amounts or at costs similar to its historic procurement activities; (5)
the dosage that ultimately may be approved may be different from the assumed dosage; and (6) doctors may not adopt the product
candidate for use as quickly or as broadly as we have assumed. It is possible that the ultimate market for a product candidate
or value of procurement contracts will differ significantly from our expectations due to these or other factors. As a result of
these and other factors, investors should not place undue reliance on such estimates.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities offered by us pursuant to this prospectus supplement, if any, to
fund our research and development and commercialization activities, and for general corporate and working capital purposes, which
may include, among other things, working capital, product development and/or commercialization, acquisitions, capital expenditures,
repayment of debt and other business opportunities. We have not determined the amount of net proceeds to be used specifically
for such purposes and, as a result, management will retain broad discretion over the allocation of net proceeds. The occurrence
of unforeseen events or changed business conditions could result in the application of the net proceeds from this offering in
a manner other than as described in this prospectus supplement. Pending their uses, we intend to invest the net proceeds
of this offering in interest-bearing bank accounts or in short-term, interest-bearing, investment-grade securities.
DILUTION
Purchasers
of common stock in this offering will experience immediate dilution to the extent of the difference between the public offering
price per share of common stock purchasers pay in this offering and the net tangible book value per share of common stock immediately
after this offering.
Our
pro forma net tangible book value as of June 30, 2020 was $9,037,743, or $0.30 per share of common stock, based upon 29,847,288
shares outstanding as of August 24, 2020, after giving effect to the issuance of 1,255,856 shares of common stock for which we
received $3,139,365 in net proceeds from July 1, 2020 through August 24, 2020. Pro forma net tangible book value per share is
determined by dividing the net of total tangible assets, which excludes intangible assets, less total liabilities, by the aggregate
number of shares of common stock outstanding as of June 30, 2020, as adjusted for the issuance of 1,255,856 shares in exchange
for $3,139,365 from July 1, 2020 through August 24, 2020. After giving effect to our sale in this offering of shares of our common
stock in the aggregate amount of $20,000,000 at an assumed public offering price of $2.06 per share (the last reported sale price
of our common stock on the NASDAQ Capital Market on August 24, 2020), and after deducting the estimated offering expenses of $75,000
payable by us, our pro forma net tangible book value as of June 30, 2020 would have been $28,962,743, or $0.73 per share of common
stock. This represents an immediate increase in pro forma net tangible book value of $0.43 per share to our existing stockholders
and an immediate dilution of $1.33 per share of common stock issued to the new investors purchasing securities in this offering.
The
following table illustrates this dilution on a per-share basis:
|
Public offering price per share of common stock
|
|
|
|
|
|
$
|
2.06
|
|
|
Pro forma net tangible book value per share as of June 30, 2020
|
|
$
|
0.30
|
|
|
|
|
|
|
Pro forma increase per share attributable to new investors participating in
this offering
|
|
$
|
0.43
|
|
|
|
|
|
|
Pro forma net tangible book value per share after this offering
|
|
|
|
|
|
$
|
0.73
|
|
|
Dilution in pro forma net tangible book value per share to new investors
|
|
|
|
|
|
$
|
1.33
|
|
The
above table excludes:
|
|
●
|
1,491,480 shares of common stock issuable upon the exercise
of outstanding options at a weighted average exercise price of $3.20 per share, of which 1,061,486 options are vested as of
August 24, 2020;
|
|
|
●
|
5,886,817 shares of common stock issuable upon the exercise
of outstanding warrants at a weighted average exercise price of $2.92 per share, of which 5,886,817 warrants are exercisable
as of August 24, 2020; and
|
|
|
●
|
658,701 shares of our common stock available for future issuance
under our 2015 Equity Incentive Plan as of August 24, 2020.
|
To
the extent that options or warrants are exercised, new options are issued under our 2015 Equity Incentive Plan, or we issue additional
shares of common stock in the future, there may be further dilution to investors participating in this offering. In addition,
we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we
have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or
convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
Because
there is no minimum offering amount required as a condition to the closing of this offering, the dilution per share to purchasers
in the offering may be more than that indicated above in the event that the actual number of shares sold, if any, is less than
the maximum number of shares of our common stock we are offering.
DESCRIPTION
OF SECURITIES
The
material terms and provisions of our common stock are described under the heading “Description of Capital Stock” starting
on page 7 of the accompanying prospectus.
PLAN
OF DISTRIBUTION
We
entered into a distribution agreement with B. Riley FBR under which we may issue and sell our common stock under this prospectus
supplement having an aggregate gross sales price of up to $20 million, from time to time through B. Riley FBR acting as sales
agent, subject to certain limitations, including the number of shares registered under the registration statement to which this
offering relates.
The
sales, if any, of shares made under the distribution agreement and this prospectus supplement will be made by any method that
is deemed an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act, including sales
made directly on or through The NASDAQ Capital Market, the existing trading market for our common stock, sales made to or through
a market maker other than on an exchange or otherwise, in negotiated transactions at market prices, and/or any other method permitted
by law. We may instruct B. Riley FBR not to sell common stock if the sales cannot be effected at or above the price designated
by us from time to time. We or B. Riley FBR may suspend the offering of common stock upon notice and subject to other conditions.
B.
Riley FBR will offer our common stock subject to the terms and conditions of the distribution agreement as agreed upon by us and
B. Riley FBR. Each time we wish to issue and sell common stock under the distribution agreement, we will notify B. Riley FBR of
the number of shares to be issued, the time period during which such sales are requested to be made, any limitation on the number
of shares that may be sold in one day, any minimum price below which sales may not be made and other sales parameters as we deem
appropriate. Once we have so instructed B. Riley FBR, unless B. Riley FBR declines to accept the terms of the notice, B. Riley
FBR has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such
shares up to the amount specified on such terms. The obligations of B. Riley FBR under the distribution agreement to sell our
common stock are subject to a number of conditions that we must meet.
We
will pay B. Riley FBR commissions for its services in acting as agent in the sale of common stock. B. Riley FBR will be paid a
commission in an amount up to 3.0% of the gross sales price per share sold. B. Riley FBR may also receive customary brokerage
commissions from purchasers of the common stock in compliance with Rule 2121 of The Financial Industry Regulatory Authority. Because
there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse B. Riley FBR for certain specified
expenses in connection with this offering, including the fees and disbursements of its legal counsel in an amount not to exceed
$20,000. We estimate that the total expenses for this offering, excluding commissions and reimbursements payable to B. Riley FBR
under the terms of the distribution agreement, will be approximately $75,000.
Settlement
for sales of common stock will generally occur on the third business day following the date on which any sales are made, or on
some other date that is agreed upon by us and B. Riley FBR in connection with a particular transaction, in return for payment
of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
In
connection with the sale of the common stock on our behalf, B. Riley FBR may, and will with respect to sales effected in an “at-the-market
offering,” be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of
B. Riley FBR may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution
to B. Riley FBR against certain civil liabilities, including liabilities under the Securities Act.
The
offering of our common stock pursuant to the distribution agreement will terminate upon the earlier of (i) the sale of all of
our common stock subject to the distribution agreement, or (ii) termination of the distribution agreement as provided therein.
We and B. Riley FBR may terminate the distribution agreement at any time upon five days’ prior notice.
B.
Riley FBR and its affiliates may in the future provide various investment banking and other financial services for us and our
affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, B. Riley
FBR will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus
supplement.
This
summary of the material provisions of the distribution agreement does not purport to be a complete statement of its terms and
conditions. A copy of the distribution agreement and the amendment thereto have been filed with the SEC as an exhibit to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017 and an exhibit to the Current Report on Form 8-K filed on August 28, 2020,
respectively, and are incorporated by reference in this prospectus supplement.
This
prospectus in electronic format may be made available on a website maintained by B. Riley FBR, and B. Riley FBR may distribute
this prospectus electronically.
LEGAL
MATTERS
The
validity of the common stock being offered will be passed upon for us by Duane Morris LLP, Boca Raton, Florida. McGuireWoods LLP,
New York, New York will advise on certain legal matters in connection with the offering on behalf of B. Riley FBR.
EXPERTS
The
consolidated balance sheets of Soligenix, Inc. and Subsidiaries as of December 31, 2019 and 2018, and the related consolidated
statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, have
been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report, which is incorporated
herein by reference. Such financial statements have been incorporated herein by reference in reliance on the report of such firm
given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet
site that contains reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC, including us, at http://www.sec.gov. Our internet address is www.soligenix.com.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us
to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that
we can disclose important information to you by referring you to those documents. Any information referenced this way is considered
to be part of this prospectus supplement, and any information that we file later with the SEC will automatically update and, where
applicable, supersede this information. We incorporate by reference the following documents that we have filed with the SEC (other
than, in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC’s rules):
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(a)
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Our Annual Report on Form 10-K for the fiscal year ended December
31, 2019, as filed with the SEC on March 30, 2020;
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(b)
|
Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2020, as filed with the SEC on May 15, 2020, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,
as filed with the SEC on August 14, 2020;
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(c)
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Our Current Reports on Form 8-K filed with the SEC on January 3, 2020, January 14, 2020, March 19, 2020; March 20, 2020, April 3, 2020; April 10, 2020, April 13, 2020, April 30, 2020,
July 20, 2020 and August 28, 2020;
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(d)
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Our Definitive Proxy Statement on Schedule 14A, filed with the
SEC on August 7, 2020, as supplemented by the Supplement to Proxy Statement filed with the SEC on August 13, 2020;
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(e)
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The Description of Securities filed as Exhibit 4.11 to Amendment
No. 1 to Registration Statement on Form S-3, as filed with the SEC on July 31, 2020; and
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(f)
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The description of our common stock, par value $0.001 per share,
contained in our Registration Statement on Form 8-A, filed with the SEC on December 12, 2016 and under the caption “Description
of Capital Stock” in the Registrant’s prospectus, dated as of December 12, 2016, forming a part of the Registration
Statement on Form S-1 (Registration No. 333-214038) filed with the SEC, including any amendments or reports filed for the
purpose of updating such description.
|
We also incorporate
by reference into this prospectus supplement additional documents that we may file with the SEC under Sections 13(a), 14 or 15(d)
of the Exchange Act on or after the date of this prospectus supplement and prior to the completion or termination of the offering
of the securities described in this prospectus supplement, but excluding any information deemed furnished and not filed with the
SEC. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus,
upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits,
unless the exhibits are specifically incorporated by reference into these documents). We will provide to each person, including
any beneficial owner, to whom a prospectus supplement is delivered, a copy of any or all of the reports or documents that we incorporate
by reference in this prospectus supplement contained in the registration statement (except exhibits to the documents that are
not specifically incorporated by reference) at no cost to you, by writing or calling us at: Soligenix, Inc., Attn: Corporate Secretary,
29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540, telephone number: (609) 538-8200.
Any statements contained
in a document incorporated by reference in this prospectus supplement shall be deemed to be modified, superseded or replaced for
purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus
supplement (or in any other subsequently filed document which also is incorporated by reference in this prospectus supplement)
modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except
as so modified, superseded or replaced, to constitute a part of this prospectus supplement and the accompanying prospectus. Statements
contained in this prospectus supplement, the accompanying prospectus and any document incorporated by reference as to the contents
of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference is made
to the copy of the contract, agreement or other document filed as an exhibit to the registration statement or any incorporated
document, each statement being so qualified by this reference.
PROSPECTUS
Soligenix,
Inc.
$50,000,000
Common
Stock, Preferred Stock
Warrants and Units
This
prospectus covers our offer and sale from time to time of our common stock, preferred stock, warrants to purchase common stock
and/or preferred stock, and units in one or more offerings. The aggregate offering price of all securities sold by us under this
prospectus may not exceed $50 million.
This
prospectus describes some of the general terms that may apply to an offering of these securities and the general manner in which
these securities may be offered. Each time we offer and sell these securities we will provide specific terms of such offering
in a supplement to this prospectus. A prospectus supplement may also add, update or change information contained in this prospectus
or in documents we have incorporated by reference into this prospectus and, accordingly, to the extent inconsistent, information
in or incorporated by reference in this prospectus is superseded by the information in the prospectus supplement and any other
offering material related to such securities.
We
may offer and sell these securities from time to time at fixed prices, at market prices or at negotiated prices, and such securities
may be offered and sold to or through one or more underwriters, dealers or agents or directly to purchasers on a continuous or
delayed basis. Without limitation of the foregoing, shares may be issued in connection with (i) 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), (ii) strategic partnering and/or acquisition transactions involving the issuance of our securities as well
as to meet long-term corporate objectives, and (iii) capital raising transactions through the sale of securities 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
filing of the registration statement of which this prospectus forms a part is primarily driven by our desire to have sufficient
registered securities 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.
Our
common stock and our common stock warrants issued in connection with our December 2016 public offering are traded on The NASDAQ
Capital Market under the symbols “SNGX” and “SNGXW,” respectively. On August 10, 2020, the last reported
closing sales prices of our common stock and our common stock warrants issued in connection with our 2016 public offering on The
NASDAQ Capital Market were $2.31 per share and $0.70 per warrant.
As
of August 10, 2020, the aggregate market value of our outstanding common stock held by non-affiliates was $79,715,453, which was
calculated based on 29,744,572 shares of outstanding common stock held by non-affiliates as of such date and on a price per share
of $2.68 (the average of the bid and asked prices of our common stock on July 28, 2020).
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE
HEADING “RISK FACTORS” CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT WE HAVE AUTHORIZED FOR USE IN CONNECTION
WITH A SPECIFIC OFFERING, AND UNDER SIMILAR HEADINGS IN THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF ANY SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is August 14, 2020.
TABLE
OF CONTENTS
About
This Prospectus
This
prospectus is part of a registration statement that we filed with the United States Securities and Exchange Commission (the “SEC”),
using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and
sell, either separately or together, any combination of the securities described in this prospectus in one or more offerings for
cash. We may also issue any of the common stock, preferred stock, warrants, or units upon conversion, exchange or exercise of
any of the securities mentioned above. The aggregate amount of securities that we may offer under the registration statement is
$50 million, denominated in U.S. dollars or the equivalent in foreign currencies, currency units or composite currencies.
This
prospectus describes some of the general terms that may apply to an offering of our securities and the general manner in which
they may be offered. Each time we sell any securities under this prospectus, we will provide a prospectus supplement that will
contain more specific information about the terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus or in documents we have incorporated by reference into this prospectus and, accordingly, to the extent
inconsistent, information in or incorporated by reference in this prospectus is superseded by the information in the prospectus
supplement and any other offering material related to such securities.
This
prospectus may not be used to sell any securities unless accompanied by a prospectus supplement. You should carefully read this
prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional
information described under the heading “Where You Can Find Additional Information” in this prospectus, before you
invest in any of the securities offered hereunder.
You
should rely only on the information contained in this prospectus or any accompanying prospectus supplement to this prospectus.
We have not authorized anyone to provide you with any information other than that contained in this prospectus and any accompanying
prospectus supplement to this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. This prospectus and any accompanying supplement to this prospectus do not constitute
an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate,
nor do this prospectus and any accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
For
investors outside the United States: We have not done anything that would permit this offering or possession or distribution of
this prospectus or any accompanying prospectus supplement to this prospectus in any jurisdiction where action for that purpose
is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or
any accompanying prospectus supplement to this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of securities and the distribution of this prospectus outside the United States.
As
used in this prospectus, the terms “we,” “us,” “our” and “our company” mean Soligenix,
Inc., unless the context clearly indicates otherwise.
Where
You Can Find More Information
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet
site that contains reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC, including us, at http://www.sec.gov. Our internet address is www.soligenix.com.
Incorporation
of Information by Reference
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means
that we can disclose important information to you by referring you to those documents. Any information referenced this way is
considered to be part of this prospectus, and any information that we file later with the SEC will automatically update and, where
applicable, supersede this information. We incorporate by reference the following documents that we have filed with the SEC (other
than, in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC’s rules):
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(a)
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 30, 2020;
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(b)
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on May 15, 2020, and our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, as filed with the SEC on August 14, 2020;
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(c)
|
Our
Current Reports on Form 8-K filed with the SEC on January 3, 2020, January 14, 2020, March 19, 2020; March 20, 2020, April 3, 2020; April 10, 2020, April 13, 2020 ,April 30, 2020 and July 20, 2020;
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(d)
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Our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on August 7, 2020, as supplemented by the Supplement to Proxy Statement filed with the SEC on August 13, 2020;
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(e)
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The
Description of Securities filed as Exhibit 4.11 to Amendment No. 1 to Registration Statement on Form S-3, as filed with the
SEC on July 31, 2020; and
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(f)
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The
description of our common stock, par value $0.001 per share, contained in our Registration Statement on Form 8-A, filed with
the SEC on December 12, 2016 and under the caption “Description of Capital Stock” in the Registrant’s prospectus,
dated as of December 12, 2016, forming a part of the Registration Statement on Form S-1 (Registration No. 333-214038) filed
with the SEC, including any amendments or reports filed for the purpose of updating such description.
|
We
also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this
prospectus and prior to the completion or termination of the offering of the securities described in this prospectus, including
all such documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to
the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC.
Any
statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded to the extent that a statement contained herein, or in a subsequently filed document also incorporated or deemed
to be incorporated herein by reference, modifies or supersedes such statement in such document. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
This
prospectus is part of a registration statement on Form S-3 we have filed with the SEC relating to the securities. As permitted
by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying
exhibits and schedules we file with the SEC. We have filed or incorporated by reference certain legal documents that control the
terms of the shares of common stock and preferred stock offered under this prospectus as exhibits to the registration statement.
We may file certain other legal documents that control the terms of the shares of common stock and preferred stock offered by
this prospectus as exhibits to reports we file with the SEC. You may refer to the registration statement and the exhibits and
schedules thereto for more information about us and our securities. The registration statement and exhibits and schedules are
also available at the SEC’s internet site at http://www.sec.gov.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports
or documents that we incorporate by reference in this prospectus contained in the registration statement (except exhibits to the
documents that are not specifically incorporated by reference) at no cost to you, by writing or calling us at: Soligenix, Inc.,
29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540, Attn: Secretary, telephone number: 609-538-8200. Information about us
is also available at our website at www.soligenix.com. Except for the specific incorporated reports and documents listed above,
no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement
of which it forms a part.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
AND MARKET INFORMATION
This
prospectus, any accompanying prospectus supplement and the information incorporated herein and therein by reference contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Exchange Act. These forward-looking statements are often identified by words such as “may,” “should,”
“would,” “expect,” “intend,” “anticipate,” “believe,” “estimate,”
“continue,” “plan,” “potential” and similar expressions. These statements involve estimates,
assumptions and uncertainties that could cause actual results to differ materially from those expressed for the reasons described
in this prospectus and in the documents incorporated herein by reference. You should not place undue reliance on these forward-looking
statements.
You
should be aware that our actual results could differ materially from those contained in the forward-looking statements due to
a number of factors, including:
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our
dependence on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing,
marketing, sales and distribution of our products;
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●
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the
domestic and international regulatory process and related laws, rules and regulations governing our technologies and our proposed
products, including: (i) the timing, status and results of our or our commercial partners’ filings with the U.S. Food
and Drug Administration (the “FDA”) and its foreign equivalents, (ii) the timing, status and results of non-clinical
work and clinical studies, including regulatory review thereof and (iii) the heavily regulated industry in which we operate
our business generally;
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uncertainty
as to whether our product candidates will be safe and effective to support regulatory approvals;
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significant
uncertainty inherent in developing vaccines against bioterror threats, and manufacturing and conducting preclinical and clinical
trials of vaccines;
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our
ability to obtain future financing or funds when needed, either through the raising of capital, the incurrence of convertible
or other indebtedness or through strategic financing or commercialization partnerships;
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that
product development and commercialization efforts will be reduced or discontinued due to difficulties or delays in clinical
trials or a lack of progress or positive results from research and development efforts;
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●
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our
ability to obtain further grants and awards from the U.S. Government and the governments of other countries, and maintenance
of our existing grants;
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●
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our
ability to enter into any biodefense procurement contracts with the U.S. Government or the governments of other countries;
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our
ability to patent, register and protect our technology from challenge and our products from competition;
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maintenance
or expansion of our license agreements with our current licensors;
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the
protection and control afforded by our patents or other intellectual property, and any interest in patents or other intellectual
property that we license, or our or our partners’ ability to enforce our rights under such owned or licensed patents
or other intellectual property;
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changes
in healthcare regulation;
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changes
in the needs of biodefense procurement agencies;
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maintenance
and progression of our business strategy;
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the
possibility that our products under development may not gain market acceptance;
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our
expectations about the potential market sizes and market participation potential for our product candidates may not be realized;
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our
expected revenues (including sales, milestone payments and royalty revenues) from our product candidates and any related commercial
agreements of ours may not be realized;
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the
ability of our manufacturing partners to supply us or our commercial partners with clinical or commercial supplies of our
products in a safe, timely and regulatory compliant manner and the ability of such partners to address any regulatory issues
that have arisen or may in the future arise;
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competition
existing today or that may arise in the future, including the possibility that others may develop technologies or products
superior to our products; and
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the
effect that global pathogens could have on financial markets, materials sourcing, clinical trial subjects, patients, governments
and population (e.g. COVID-19).
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You
should also consider carefully the statements under the section titled “Risk Factors” in this prospectus, and documents
incorporated herein by reference including the sections titled “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from our most recent
Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC, which
address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements
and could materially and adversely affect our business, operating results and financial condition. All subsequent written and
oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by
the applicable cautionary statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
Industry
Data and Market Information
This
prospectus, any accompanying prospectus supplement and the documents incorporated herein by reference contain estimates, projections
and other statistical data made by independent parties and by us relating to market size and growth, the potential value of government
procurement contracts, the incidence of certain medical conditions and other industry data. These data, to the extent they contain
estimates or projections, involve a number of subjective assumptions and limitations, and you are cautioned not to give undue
weight to such estimates or projections. Industry publications and other reports we have obtained from independent parties generally
state that the data contained in these publications or other reports have been obtained in good faith or from sources considered
to be reliable, but they do not guarantee the accuracy or completeness of such data. While we believe that the data from these
industry publications and other reports are generally reliable, we have not independently verified the accuracy or completeness
of such data. These and other factors could cause results to differ materially from those expressed in these publications and
reports.
We
have provided estimates of the potential worldwide market or value of potential government procurement contracts and grants for
certain of our product candidates. These estimates are based on a number of factors, including our expectation as to the number
of patients with a certain medical condition that would potentially benefit from a particular product candidate, the current costs
of treating patients with the targeted medical condition, our expectation that we will be able to demonstrate to the FDA’s
satisfaction in our clinical trials that the product candidate is safe and effective, our belief that our product candidate would,
if approved, have an assumed treatment cost per patient, historic values of government procurement contracts for vaccines, and
our expectation of the dosage of the product candidate. While we have determined these estimates based on assumptions that we
believe are reasonable, there are a number of factors that could cause our expectations to change or not be realized. Among these
factors are the following: (1) there is no assurance that the product candidate will prove to be safe and effective or will ultimately
be approved for sale by the FDA; (2) any FDA approval of the product candidate may contain restrictions on its use or require
warning labels; (3) third party payors may not be willing to provide reimbursement for the product candidate at the assumed price
per patient; (4) the government may not be willing to procure our vaccine candidates in amounts or at costs similar to its historic
procurement activities; (5) the dosage that ultimately may be approved may be different from the assumed dosage; and (6) doctors
may not adopt the product candidate for use as quickly or as broadly as we have assumed. It is possible that the ultimate market
for a product candidate or value of procurement contracts will differ significantly from our expectations due to these or other
factors. As a result of these and other factors, investors should not place undue reliance on such estimates.
About
Our Company
We
are a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there
is an unmet medical need. We maintain two active business segments: Specialized BioTherapeutics (formerly “BioTherapeutics”)
and Public Health Solutions (formerly “Vaccines/BioDefense”).
Our
Specialized BioTherapeutics business segment is developing a novel photodynamic therapy (SGX301) utilizing topical synthetic hypericin
activated with safe visible fluorescent light for the treatment of cutaneous T-cell lymphoma (“CTCL”), our first-in-class
innate defense regulator technology, dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary
formulations of oral beclomethasone 17,21-dipropionate for the prevention/treatment of gastrointestinal (“GI”) disorders
characterized by severe inflammation, including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201).
Our
Public Health Solutions business segment includes active development programs for RiVax®, our ricin toxin vaccine
candidate and SGX943, our therapeutic candidate for antibiotic resistant and emerging infectious disease. The development of our
vaccine programs currently is supported by our heat stabilization technology, known as ThermoVax®, under existing
and on-going government contract funding. With the government contract from the National Institute of Allergy and Infectious Diseases,
we will attempt to advance the development of RiVax® to protect against exposure to ricin toxin.
Our
common stock and our common stock warrant issued in connection with our December 2016 public offering are traded on The NASDAQ
Capital Market under the symbols “SNGX” and “SNGXW,” respectively. On August 10, 2020, the last reported
sales prices of our common stock and our common stock warrant issued in connection with our 2016 public offering on The NASDAQ
Capital Market were $2.31 per share and $0.70 per warrant.
Additional
information regarding our company, including our audited financial statements and descriptions of our business, is contained in
the documents incorporated by reference in this prospectus. See “Where You Can Find Additional Information” on page
1 and “Information Incorporated by Reference” beginning on page 2.
Risk
Factors
Investing
in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks
and uncertainties set forth in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as revised
or supplemented by our Quarterly Reports on Form 10-Q filed with the SEC since the filing of our most recent Annual Report on
Form 10-K, each of which is incorporated by reference into this prospectus, and you should also carefully consider any other information
we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement, including our financial
statements and the related notes thereto. The risks and uncertainties described in our filings with the SEC and incorporated by
reference into this prospectus are not the only ones we face. Additional risks and uncertainties not presently known to us, or
that we currently believe are not material, also may become important factors that affect us and impair our business operations.
The occurrence of any of the events or developments discussed in the risk factors described in our filings with the SEC could
have a material and adverse impact on our business, results of operations, financial condition and cash flows, and in such case,
our future prospects would likely be materially and adversely affected. If any of such events or developments were to happen,
you could lose part or all of your investment. Further, our actual results could differ materially and adversely from those anticipated
in our forward-looking statements as a result of certain factors.
Use
of Proceeds
Unless
otherwise indicated in a prospectus supplement or in any free writing prospectuses we have authorized for use in connection with
a specific offering, we anticipate that the net proceeds from our sale of any securities offered hereunder, if any, will be used
for general corporate purposes, which may include, among other things, working capital, product development, acquisitions, capital
expenditures, repayment of debt and other business opportunities.
In
addition to selling securities in capital raising transactions to support a higher level of growth, respond to competitive pressures,
develop new products and services and support new strategic partnership expenditures, we may issue shares in connection with (i)
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), and (ii) strategic partnering and/or acquisition transactions involving
the issuance of our securities as well as to meet long-term corporate objectives.
There
is no guarantee that we will sell the securities described in this prospectus and, in the event that we do, there is no guarantee
as to the total number of securities that we would sell, nor is there any guarantee as to the amount of net proceeds to be used
specifically for the foregoing purposes. Our management will have significant discretion and flexibility in applying the net proceeds
from the sale of these securities. Our plans to use the estimated net proceeds from the sale of these securities may change and,
if they do, we will update this information in a prospectus supplement.
DESCRIPTIONS
OF THE SECURITIES WE MAY OFFER
We
may sell from time to time, in one or more offerings, shares of our common stock and/or preferred stock, warrants to purchase
common stock and/or preferred stock, and units in one or more offerings, and/or units consisting of one or more of the foregoing
securities.
The
descriptions of the securities contained in this prospectus, together with the additional information we include in any applicable
prospectus supplement or in any free writing prospectuses we have authorized for use in connection with a specific offering, summarize
some of the terms and other provisions of the various types of securities that we may offer under this prospectus. These summary
descriptions are not meant to be complete descriptions of each security. We will describe in the applicable prospectus supplement
relating to a particular offering the specific terms of the securities offered under that prospectus supplement. The applicable
prospectus supplement for a particular security may specify different or additional terms.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our common stock and preferred stock, together with the additional information we include in any applicable
prospectus supplement or in any free writing prospectuses we have authorized for use in connection with a specific offering, summarizes
some of the terms and provisions of the shares of our common stock and preferred stock that we may offer under this prospectus.
These summary descriptions of our common stock and preferred stock are not meant to be complete descriptions of each security.
For the complete terms of our common stock and preferred stock, please refer to our Certificate of Incorporation, as may be amended
from time to time, any certificates of designation for our preferred stock that may be authorized from time to time, and our bylaws,
as amended from time to time. The Delaware General Corporation Law (the “DGCL”) may also affect the terms of these
securities. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we
may offer under this prospectus, we will describe the specific terms of any series of these securities in more detail in the applicable
prospectus supplement. The applicable prospectus supplement for a particular offering of our common stock or preferred stock may
specify different or additional terms.
As
of August 10, 2020, our authorized capital stock consists of 50,350,000 shares of capital stock, of which 50,000,000 shares are
common stock, par value $0.001 per share, 230,000 shares are undesignated preferred stock, 10,000 shares are Series B Convertible
Preferred Stock, par value $0.05 per share (none of which are currently outstanding), 10,000 shares are Series C Convertible Preferred
Stock, par value $0.05 per share (none of which are currently outstanding) and 100,000 shares are Series A Junior Participating
Preferred Stock, par value $0.001 per share (none of which are currently outstanding). As of August 10, 2020, there were issued
and outstanding 29,847,288 shares of common stock, options to purchase 1,491,480 shares of common stock and warrants to purchase
5,886,817 shares of common stock.
Common
Stock
Voting
Rights
Holders
of our common stock are entitled to one vote for each share held in the election of directors and in all other matters to be voted
on by the stockholders. There is no cumulative voting in the election of directors. The affirmative vote of the holders of a plurality
of the shares of common stock represented at an annual meeting is required to elect each director.
Dividends
and Liquidation Rights
Holders
of common stock are entitled to receive dividends as may be declared from time to time by our board of directors out of funds
legally available therefor. In the event of liquidation, dissolution or winding up of the corporation, holders of common stock
are to share in all assets remaining after the payment of liabilities.
Conversion,
Redemption and Other Rights
Holders
of common stock have no pre-emptive or conversion rights and are not subject to further calls or assessments. There are no redemption
or sinking fund provisions applicable to the common stock. The rights of the holders of the common stock are subject to any rights
that may be fixed for holders of preferred stock.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of 230,000 shares of undesignated preferred stock, 10,000 shares of Series
B Convertible Preferred Stock, par value $0.05 per share (“Series B Preferred Stock”), 10,000 shares of Series C Convertible
Preferred Stock, par value $0.05 per share (“Series C Preferred Stock”), and 100,000 shares of Series A Junior Participating
Preferred Stock, par value $0.001 per share (“Junior Preferred Stock”). Our board of directors is empowered, without
stockholder approval, to designate and issue additional series of preferred stock with dividend, liquidation, conversion, voting
or other rights, including the right to issue convertible securities with no limitations on conversion, which could adversely
affect the voting power or other rights of the holders of our common stock, substantially dilute a common stockholder’s
interest and depress the price of our common stock.
No
shares of the Series B Preferred Stock, the Series C Preferred Stock or the Junior Preferred Stock are outstanding. Due to the
terms of the Series C Preferred Stock, no additional shares of Series C Preferred Stock can be issued.
Series
B Preferred Stock
Our
Certificate of Incorporation authorizes the issuance of 10,000 shares of Series B Preferred Stock, none of which are outstanding
and 6,411 of which have been converted to common stock and therefore are not reissuable.
Voting
Rights
Each
holder of Series B Preferred Stock is entitled to the number of votes equal to the number of whole shares of common stock into
which the shares of Series B Preferred Stock held by such holder is then convertible (as adjusted from time to time pursuant to
our Certificate of Incorporation) with respect to any and all matters presented to the stockholders for their action or consideration.
Except as provided by law, holders of Series B Preferred Stock vote together with the holders of common stock as a single class.
Dividends
and Liquidation Rights
The
holders of the Series B Preferred Stock are entitled to a dividend of 8% per annum, payable annually in shares of Series B Preferred
Stock. In addition, when and if our board of directors shall declare a dividend payable with respect to the then outstanding shares
of common stock, the holders of the Series B Preferred Stock are entitled to the amount of dividends per share as would be payable
on the largest number of whole shares of common stock into which each share of Series B Preferred Stock could then be converted.
In
the event of liquidation, dissolution or winding up of the company, the holders of Series B Preferred Stock then outstanding will
be entitled to be paid an amount equal to $1,000 per share (subject to adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares pursuant to our Certificate of Incorporation), plus any dividends
declared but unpaid thereon before any payment is made to the holders of common stock, Junior Preferred Stock or any other class
or series of stock ranking on liquidation junior to the Series B Preferred Stock. After the holders of the Series B Preferred
Stock have been paid in full, the remaining assets of the company will be distributed to the holders of Junior Preferred Stock
and common stock, subject to the preferences of the Junior Preferred Stock.
Conversion,
Redemption and Other Rights
Each
share of Series B Preferred Stock is convertible into 1.333 shares of common stock. The conversion ratio is subject to an adjustment
upon the issuance of additional shares of common stock for a price below the closing price of the common stock and equitable adjustment
for stock splits, dividends, combinations, reorganizations and similar events.
Subject
to certain conditions, after the second anniversary of the issuance of the Series B Preferred Stock, the company will have the
right, but not the obligation, to redeem the then-outstanding shares of Series B Preferred Stock for cash in an amount calculated
pursuant to the terms of our Certificate of Incorporation.
Junior
Preferred Stock
Voting
Rights
The
holders of the Junior Preferred Stock will have 10,000 votes per share of Junior Preferred Stock on all matters submitted to a
vote of our stockholders, including the election of directors.
Dividends
and Liquidation Rights
If
our board of directors declares or pays dividends on common stock, the holders of the Junior Preferred Stock would be entitled
to receive a per share dividend payment of 10,000 times the dividend declared per share of common stock. In the event we make
a distribution on the common stock, the holders of the Junior Preferred Stock will be entitled to a per share distribution, in
like kind, of 10,000 times such distribution made per share of common stock. In the event of any merger, consolidation or other
transaction in which shares of common stock are exchanged, each share of Junior Preferred Stock will be entitled to receive 10,000
times the amount received per share of common stock. These rights are protected by customary anti-dilution provisions.
Upon
any liquidation, dissolution or winding up, no distribution may be made to the holders of shares of stock ranking junior to the
Junior Preferred Stock unless the holders of the Junior Preferred Stock have received the greater of (i) $37.00 per one one-thousandth
share plus an amount equal to accrued and unpaid dividends and distributions thereon, and (ii) an amount equal to 10,000 times
the aggregate amount to be distributed per share to holders of common stock. Further, no distribution may be made to the holders
of stock ranking on a parity upon liquidation, dissolution or winding up with the Junior Preferred Stock, unless distributions
are made ratably on the Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to
which the holders of the Junior Preferred Stock are entitled above and to which the holders of such parity shares are entitled.
Outstanding
Warrants
2016
Warrants
On
December 16, 2016, we consummated a public offering of an aggregate of 1,670,000 shares of common stock, together with warrants
to purchase up to 2,370,005 shares of common stock. In connection with the offering, we also issued the underwriter a warrant
to purchase up to 33,400 shares of common stock. We refer to the warrants issued to the investors and the underwriter in connection
with the offering as the “2016 Warrants.” The 2016 Warrants are listed on The Nasdaq Capital Market under the symbol
“SNGXW”.
As
of August 10, 2020, 2,403,405 shares of common stock remained issuable upon the exercise of the 2016 Warrants. The 2016 Warrants
expire in 2021.
As
of August 10, 2020, the exercise price of the 2016 Warrants was $3.95 per share. The exercise price and the number of shares of
common stock purchasable upon the exercise of each 2016 Warrant are subject to adjustment upon the happening of certain events,
such as stock dividends, distributions, and splits.
Other
Warrants
As
of August 10, 2020, 3,483,412 shares of common stock were issuable upon the exercise of warrants other than the 2016 Warrants.
Such warrants expire between 2022 and 2023. As of August 10, 2020, the weighted average exercise price of such warrants was $2.20
per share. The exercise price and the number of shares of common stock purchasable upon the exercise of each such warrant are
subject to adjustment upon the happening of certain events, such as stock dividends, distributions, and splits.
Anti-Takeover
Provisions
Provisions
in our Certificate of Incorporation and Bylaws may discourage certain types of transactions involving an actual or potential change
of control of our company which might be beneficial to us or our security holders.
As
noted above, our Certificate of Incorporation permits our board of directors to issue shares of any class or series of preferred
stock in the future without stockholder approval and upon such terms as our board of directors may determine. The rights of the
holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any class or series
of preferred stock that may be issued in the future.
Our
Bylaws generally provide that any board vacancy, including a vacancy resulting from an increase in the authorized number of directors,
may be filled by a majority of the directors, even if less than a quorum.
Additionally,
our Bylaws provide that stockholders must provide timely notice in writing to bring business before an annual meeting of shareholders
or to nominate candidates for election as directors at an annual meeting of shareholders. Notice for an annual meeting is timely
if our Secretary receives the written notice not less than 45 days and no more than 75 days prior to the anniversary of the date
that we mailed proxy materials for the preceding year’s annual meeting. However, if the date of the annual meeting is advanced
more than thirty (30) days prior to, or delayed by more than thirty (30) days after, the anniversary of the preceding year’s
annual meeting, notice by the stockholder to be timely must be delivered not later than the close of business on the later of
(i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement
of the date of such annual meeting is first made. Our Bylaws also specify the form and content of a shareholder’s notice.
These provisions may prevent shareholders from bringing matters before an annual meeting of shareholders or from making nominations
for directors at an annual meeting of shareholders.
Delaware
Anti-Takeover Statute
We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly
held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder
for a period of three years following the date the person became an interested stockholder unless:
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prior
to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder;
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upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as
provided under Section 203; or
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at
or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized
at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds
of the outstanding voting stock which is not owned by the interested stockholder.
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Generally,
a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested
stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior
to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock.
We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors
does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.
Forum
Selection Provisions
As
permitted by the DGCL, our Bylaws require, to the fullest extent permitted by law, unless we consent in writing to the selection
of an alternative forum, that the Court of Chancery of the State of Delaware, shall be the sole and exclusive forum for (i) any
derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim for breach of a fiduciary
duty owed by any director, officer, other employee or stockholder of the company to the company or the our stockholders, (iii)
any action asserting a claim arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our By-laws or
(iv) any action asserting a claim governed by the internal affairs doctrine.
Further,
our Bylaws provided that, unless we consent in writing to the selection of an alternative forum, the federal district courts of
the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act.
Exclusions
or Limitations to Forum Selection Provisions
Section
27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. Accordingly, the exclusive forum provisions in our Bylaws do not
apply to claims arising under the Exchange Act. The forum selection provisions, however, are intended to apply to the fullest
extent permitted by law, including to actions or claims arising under the Securities Act. However, it is possible that a court
could find our forum selection provisions to be inapplicable or unenforceable with respect to actions or claims arising under
the Securities Act. Even if a court accepts that our forum selection provisions apply to actions or claims arising under the Securities
Act, our stockholders shall not be deemed to have waived compliance with the federal securities laws and the rules and regulations
thereunder.
Transfer
Agent
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th
Avenue, Brooklyn, NY 11219 and its telephone number is (718) 921-8200.
Listing
Our
common stock and the 2016 Warrants are listed on The NASDAQ Capital Market under the symbols “SNGX” and “SNGXW,”
respectively.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we include in any applicable prospectus supplement or in any free
writing prospectuses we have authorized for use in connection with a specific offering, summarizes some of the terms and other
provisions of the warrants to purchase our common stock and/or preferred stock that we may offer under this prospectus. We may
issue warrants in one or more series independently or together with other securities. Each warrant will entitle the holder to
purchase for cash a number of shares of our common stock and/or preferred stock at the exercise price as will in each case be
described in, or can be determined from, the applicable prospectus supplement relating to the offered warrants. We will issue
warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.
This
summary description of some of the terms and other provisions of the warrants that may be offered under this prospectus is not
complete and is qualified in its entirety by reference to the form of warrant and/or the warrant agreement and warrant certificate
and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We will
file with the SEC the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms
of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The
following summary description of some of the terms and other provisions of the warrants are subject to, and qualified in their
entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus.
While
the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe
the particular terms of any series of offered warrants in more detail in the applicable prospectus supplement. The following description
of warrants will apply to the warrants offered under this prospectus unless we provide otherwise in the applicable prospectus
supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.
We
urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this
prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and
warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.
The
applicable prospectus supplement relating to a series of warrants offered under this prospectus will describe the following terms,
where applicable, of such offered warrants:
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the
offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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the
number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and
the price at which these shares may be purchased upon such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the
terms of any rights to redeem or call the warrants;
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the
terms of any right of ours to accelerate the exercisability of the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreements and warrants may be modified;
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where
the warrant certificates may be transferred and exchanged;
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the
date, if any, on and after which the warrants and the related shares of common stock or other securities will be separately
transferable;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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The
applicable prospectus supplement relating to a series of warrants offered under this prospectus may also include, if applicable,
a discussion of certain U.S. federal income tax and ERISA considerations.
Each
warrant will entitle the holder to purchase common stock and/or preferred stock as specified in the applicable prospectus supplement
and warrant agreement at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement
and warrant agreement. The warrants may be exercised as set forth in the prospectus supplement and warrant agreement. Warrants
will be exercisable for U.S. dollars only. Unless we otherwise specify in the applicable prospectus supplement and warrant agreement,
warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus
supplement and warrant agreement. We will specify the place or places where, and the manner in which, warrants may be exercised
in the applicable prospectus supplement and warrant agreement. After the close of business on the expiration date, unexercised
warrants will become void.
Upon
receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate
trust office of the warrant agent, if any, or any other office, including ours, indicated in the applicable prospectus supplement,
we will, as soon as practicable, issue and deliver the common stock and/or preferred stock purchasable upon such exercise. If
less than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant or a new
warrant certificate, as applicable, will be issued for the remaining warrants.
Prior
to the exercise of any warrants to purchase common stock and/or preferred stock, holders of the warrants will not have any of
the rights of holders of the common stock or preferred stock purchasable upon exercise, including, the right to vote or to receive
any payments of dividends on the common stock or preferred stock purchasable upon exercise.
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus or in any prospectus supplement
in any combination. Each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations
of a holder, of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date or upon the
occurrence of a specified event or occurrence.
The
applicable prospectus supplement relating to units offered under this prospectus will describe the following terms, where applicable,
of such units:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
unit agreement under which the units will be issued;
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
and
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whether
the units will be issued in fully registered or global form.
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Plan
of Distribution
We
may sell the securities described in this prospectus separately or together from time to time in one or more transactions on a
continuous or delayed basis through one or more underwriters or dealers, through agents, or directly to one or more purchasers,
in private transactions, at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at
the time of sale, at prices related to the prevailing market prices, or at negotiated prices. The securities may be sold through
a rights offering, forward contracts or similar arrangements. We may also sell and distribute the securities offered under this
prospectus from time to time in one or more transactions, including in “at the market offerings” within the meaning
of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise.
Each
time that we use this prospectus to sell the securities described herein, we will describe the method of distribution and the
terms of the offering of the securities offered hereunder in a prospectus supplement, information incorporated by reference or
other offering material, including:
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the
name or names of the underwriters, dealers or agent, if any;
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the
purchase price of the securities and the proceeds we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
underwriting discounts and other items constituting compensation to underwriters, dealers or agents;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchange or market on which the common stock may be listed.
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Only
underwriters we name in the prospectus supplement, information incorporated by reference or other offering material are underwriters
of the securities offered thereunder. Any underwritten offering may be on a best efforts or a firm commitment basis.
If
we use underwriters in the sale, they will acquire the securities for their own account and may resell them from time to time
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase securities will be subject to the conditions set forth in
the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated
to purchase all the securities offered by the prospectus supplement, information incorporated by reference or other offering material.
In connection with the sale of securities, underwriters may receive compensation from us or from purchasers of securities for
whom they may act as agents. This compensation may be in the form of discounts, concessions or commissions.
Underwriters
may sell securities to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers
and agents that participate in the distribution of securities could be considered underwriters, and any discounts or commissions
received by them from us and any profit on the resale of securities by them could be considered underwriting discounts and commissions,
under the Securities Act. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may
change from time to time.
If
we sell securities to a dealer, we will sell the securities to the dealer, as principal. The name of the dealer and the terms
of the transaction will be set forth in the prospectus supplement, information incorporated by reference or other offering material.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities, and we will describe any commissions we will pay the agent, in the prospectus supplement, information
incorporated by reference or other offering material. Unless the prospectus supplement states otherwise, our agent will act on
a best-efforts basis for the period of its appointment.
Unless
otherwise specified in the applicable prospectus supplement, each series of securities will be a new issue with no established
trading market, other than shares of our common stock, which are listed on The NASDAQ Capital Market. Any common stock sold pursuant
to a prospectus supplement will be listed on The NASDAQ Capital Market, subject to official notice of issuance. We may elect to
list any series of preferred stock, warrants or units on an exchange, but we are not obligated to do so. It is possible that one
or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any
offered securities.
In
connection with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by
the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions
consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while
an offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to
the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold
by or for the account of that underwriter in stabilizing or short-covering transactions. These activities by the underwriters
may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be
higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. Underwriters may engage in overallotment. If any underwriters create a short position in the
securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus
supplement, the underwriters may reduce that short position by purchasing the securities in the open market.
Under
agreements entered into by us for the purchase or sale of securities, underwriters and their controlling persons, dealers and
agents may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which they may be required to make in respect thereof. Underwriters, dealers or agents
that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with
and perform services for, us or our affiliates in the ordinary course of business for which they may have received or receive
customary fees and reimbursement of expenses.
Legal
Matters
Unless
otherwise specified in the applicable prospectus supplement, the validity of the securities being offered under this prospectus
has been passed upon for us by Duane Morris LLP, Boca Raton, Florida, and for any underwriters or agents by counsel named in the
applicable prospectus supplement.
Experts
The
consolidated balance sheets of Soligenix, Inc. and subsidiaries as of December 31, 2019 and 2018, and the related consolidated
statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, have
been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated
herein by reference, which report includes an explanatory paragraph that refers to a change in the method of accounting for leases.
Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority
as experts in accounting and auditing.
DISCLOSURE
OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.
$20
Million
Soligenix,
Inc.
COMMON
STOCK
PROSPECTUS SUPPLEMENT
Dated August 28, 2020
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