Current Report Filing (8-k)
March 20 2020 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): March 20, 2020
Commission
File No. 000-16929
Soligenix,
Inc.
(Exact
name of small business issuer as specified in its charter)
DELAWARE
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41-1505029
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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29
Emmons Drive,
Suite
B-10
Princeton,
NJ
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08540
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(Address of principal
executive offices)
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(Zip Code)
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(609)
538-8200
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(Issuer’s telephone
number, including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock,
par value $.001 per share
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SNGX
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The Nasdaq Capital
Market
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Common Stock Purchase
Warrants
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SNGXW
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The Nasdaq Capital
Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
On March 20, 2020, Soligenix, Inc. (the “Company”)
filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale of up to 1,956,182 shares of
the Company’s common stock (the “Shares”) which are being offered to Hy Biopharma, Inc. (“Hy Biopharma”).
The Company is required to issue the Shares to Hy Biopharma as payment following the achievement of a milestone under the Asset
Purchase Agreement dated as of September 3, 2014 between the Company and Hy Biopharma (the “Purchase Agreement”), to
wit: the Phase III clinical trial of SGX301 being successful in the treatment of cutaneous T-cell lymphoma. The number of shares
of the Company’s common stock offered and sold to Hy Biopharma was calculated using an effective price of $2.56 per share,
based upon a formula set forth in the Purchase Agreement.
The
legal opinion and consent of the Company’s counsel, Duane Morris LLP, regarding the legality of the Shares covered by the
Prospectus Supplement are attached hereto as Exhibit 5.1 and Exhibit 23.1, respectively, and are incorporated herein by reference.
Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Soligenix,
Inc.
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March 20, 2020
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By:
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/s/
Christopher J. Schaber
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Christopher
J. Schaber, Ph.D.
President
and Chief Executive Officer
(Principal
Executive Officer)
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2
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