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):  September 16, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As described below in Item 5.07, on September 16, 2020, the stockholders of Soligenix, Inc. (the “Company”) approved and adopted an amendment to the Second Amended and Restated Certificate of Incorporation (“Charter Amendment”), which increased the number of authorized shares of Common Stock from 50,000,000 to 75,000,000.  The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on September 16, 2020. A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 16, 2020, the Company held its 2020 Annual Meeting of Stockholders, at which the following items were voted upon:

 

(1) Election of Directors:

 

The following five nominees were elected as directors to serve until the 2021 Annual Meeting of Stockholders by votes as follows:

 

Name   For     Withheld  
Gregg A. Lapointe, CPA     6,310,341       783,593  
Diane L. Parks     6,605,996       487,938  
Robert J. Rubin, MD     6,602,825       491,109  
Christopher J. Schaber, PhD     6,266,366       827,568  
Jerome B. Zeldis, MD, PhD     6,471,903       622,031  

 

There were 14,634,578 broker non-votes in the election of directors.

 

(2) The approval of an amendment to the Second Amended and Restated Certificate of Incorporation, which increases the number of authorized shares of Common Stock from 50,000,000 to 75,000,000:

 

The proposal to approve the Charter Amendment was approved, and the votes were as follows:

 

For   Against   Abstain
16,631,587   4,842,390   254,535

 

There were no broker non-votes on this proposal.

 

(3) Non-binding advisory vote on executive compensation:

 

The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2020 proxy statement was approved, and the votes were as follows:

 

For   Against   Abstain
5,664,169   1,129,813   299,952

 

There were 14,634,578 broker non-votes on this proposal.

 

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(4) Ratification of the Appointment of Independent Registered Public Accounting Firm:

 

The proposal to ratify the appointment of EisnerAmper, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020 was approved by votes as follows:

 

For   Against   Abstain
20,580,248   445,460   702,804

 

There were no broker non-votes on this proposal.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Second Amended and Restated Certificate of Incorporation.

 

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SIGNATURES

 

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.
   
September 18, 2020 By: /s/ Christopher J. Schaber 
    Christopher J. Schaber, Ph.D.
    President and Chief Executive Officer
    (Principal Executive Officer)

 

 

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