UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 20, 2020

 

Commission File No. 000-16929

 

Soligenix, Inc.

(Exact name of small business issuer as specified in its charter)

 

DELAWARE   41-1505029
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
     

29 Emmons Drive,

Suite B-10

Princeton, NJ

 

 

 

08540

(Address of principal executive offices)   (Zip Code)

 

(609) 538-8200
(Issuer’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $.001 per share   SNGX   The Nasdaq Capital Market
Common Stock Purchase Warrants   SNGXW   The Nasdaq Capital Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

 

 

 

 

 

Item 8.01. Other Events.

 

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

 

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

 

Item 9.01. Financial Statements and Exhibits.

 

(d)      Exhibits.

 

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

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Soligenix, Inc.  

 

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

Christopher J. Schaber, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

 

 

2

 

 

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