SNGX Soligenix Inc

As previously disclosed, on August 11, 2017, Soligenix, Inc. (the “Company”) and FBR Capital Markets & Co. (now known as B. Riley FBR, Inc.) (“FBR”) entered into an At Market Issuance Sales Agreement (the “Original Sales Agreement”), pursuant to which the Company may sell from time to time, at its option, shares of its common stock through FBR, as sales agent. On August 28, 2020, the Company and FBR entered into Amendment No. 1 to At Market Issuance Sales Agreement (the “Amendment”) to amend the Original Sales Agreement (as amended, the “Sales Agreement”) (a) to update the reference to the registration statement pursuant to which the shares of common stock may be sold and (b) to extend the expiration date of the Original Sales Agreement to December 31, 2023.

Sales of common stock made pursuant to the Sales Agreement, if any, will be made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, on or through The NASDAQ Capital Market (“Nasdaq”), pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239928) filed on August 14, 2020 with the U.S. Securities and Exchange Commission (the “SEC”), the base prospectus filed as part of such registration statement, and the prospectus supplement dated August 28, 2020 filed by the Company with the SEC. In accordance with the terms of the Sales Agreement, under the prospectus supplement dated August 28, 2020, the Company may offer and sell shares of the Company’s common stock having an aggregate offering price of up to $20 million, from time to time.

On April 10, 2020, the Company filed a prospectus supplement for sale of up to $10.2 million of shares of common stock pursuant to the Original Sales Agreement. No additional shares will be offered or sold pursuant to the prospectus supplement dated April 10, 2020.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Additional information with respect to the Sales Agreement is available under “Item 5 – Other Information” in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2017 and is incorporated herein by reference. The description of the Sales Agreement presented here does not purport to be complete and is qualified in its entirety by reference to the Original Sales Agreement which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2017 and the Amendment which is filed herewith as Exhibit 10.2. The opinion of the Company’s counsel regarding the validity of the shares that will be issued pursuant to the Sales Agreement under the prospectus supplement filed on August 28, 2020 is filed herewith as Exhibit 5.1.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and reflect the Company’s judgment as of the date of this report. Such forward-looking statements include statements regarding the ability to sell shares and raise additional funds pursuant to the Sales Agreement. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of pre-sale conditions under the Sales Agreement, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company’s periodic filings with the SEC. These forward-looking statements are made only as the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement.