-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FX4l3GzPKc+r7rGMIVQ2BIYXN3ZLpLcdXaj7YtXYbdTpoDgCDt1JXxa9OvPPEyXi RuG9YQt1ED+plqJ3JqQ31w== 0000812796-09-000079.txt : 20091009 0000812796-09-000079.hdr.sgml : 20091009 20091009163842 ACCESSION NUMBER: 0000812796-09-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091009 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091009 DATE AS OF CHANGE: 20091009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLIGENIX, INC. CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 091114499 BUSINESS ADDRESS: STREET 1: 29 EMMONS DRIVE STREET 2: SUITE C-10 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-538-8200 MAIL ADDRESS: STREET 1: 29 EMMONS DRIVE STREET 2: SUITE C-10 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: DOR BIOPHARMA INC DATE OF NAME CHANGE: 20020329 FORMER COMPANY: FORMER CONFORMED NAME: ENDOREX CORP DATE OF NAME CHANGE: 19960916 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k_boardchanges.htm 8K_BOARDCHANGE form8k_boardchanges.htm

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):    October 9, 2009    

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 C-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))

 
 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  
 
On October 8, 2009, Soligenix, Inc. (the “Company”) appointed  Robert J. Rubin, MD, to the Company’s Board of Directors (the “Board”).  Dr. Rubin will also be a member of the Board’s audit, compensation and nominating committees.

Dr. Rubin has been a clinical professor of medicine at Georgetown University since 1995. From 1987 to 2001, he was president of the Lewin Group (purchased by Quintiles Transnational Corp. in 1996), an international health policy and management consulting firm. From 1994 to 1996, Dr. Rubin served as Medical Director of ValueRx, a pharmaceutical benefits company. From 1992 to 1996, Dr. Rubin served as President of Lewin-VHI, a health care consulting company. From 1987 to 1992, he served as President of Lewin-ICF, a health care consulting company. From 1984 to 1987, Dr. Rubin served as a principal for ICF, Inc., a health care consulting company. From 1981 to 1984, Dr. Rubin served as the Assistant Secretary for Planning and Evaluation at the Department of Health and Human Services and as the Assistant Surgeon General in the United States Public Health Service. Dr. Rubin is a board certified nephrologist and internist. Dr. Rubin received an undergraduate degree in Political Science from Williams College and his medical degree from Cornell University Medical College.

Also on October 8, 2009, James S. Kuo, MD, resigned as a member of the Company’s Board.  Dr. Kuo was chairman of the Board and a member of the audit, compensation and nominating committees of the Board.  Chris Schaber, PhD, President and CEO of the Company, has been appointed interim chairman of the Board.

As a new Board member, the Company granted Dr. Rubin options to purchase 300,000 shares of the Company’s common stock at a strike price of $0.31 and an expiration date of October 8, 2019. 

 
 

 


Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Title
     
99.1
 
Press release issued by the Company on October 9, 2009.
     

 
2

 


     


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.


October 9, 2009
by:
/s/ Christopher J. Schaber                                                      
   
Christopher J. Schaber, Ph.D.
   
President and Chief Executive Officer
   
(Principal Executive Officer)
     


 
3

 

EXHIBIT INDEX


Exhibit No.
 
Title
     
99.1
 
Press release issued by the Company on October 9, 2009.

 
 
 
 
EX-99.1 2 form8k-exh99_1.htm PRESS_RELEASE 10.09.09 form8k-exh99_1.htm
Exhibit 99.1

(Soligenix, Inc. Logo)


Soligenix Appoints Robert J. Rubin, MD, to its Board of Directors

Princeton, NJ – October 9, 2009 Soligenix, Inc. (Soligenix or the Company), (OTC BB: SNGX), a late-stage biopharmaceutical company, announced today that Robert J. Rubin, MD, has been appointed to its Board of Directors.

Dr. Rubin has had a distinguished career in the healthcare industry and government. Among his industry positions, Dr. Rubin served as president of the national health policy and management consulting firm The Lewin Group, Inc. (purchased by Quintiles Transnational Corp. in 1996), and its predecessor organizations, from 1987 to 2001. He also served as Medical Director of ValueRx, a pharmaceutical benefits company. Among his government positions, Dr. Rubin served as Assistant Surgeon General in the United States Public Health Service, as well as the Assistant Secretary for Planning and Evaluation at the Department of Health and Human Services (DHHS). In this capacity, he served as the primary public policy advisor to the DHHS Secretary, particularly in the areas of healthcare, welfare, social security and social services.  Currently, he is a Clinical Professor of Medicine at Georgetown University's School of Medicine, a position he has held since 1995. He is also a practicing nephrologist and serves as a consultant to several large international healthcare companies.

Throughout his career, Dr. Rubin has published extensively and served on numerous boards. Dr. Rubin currently serves as Chair of the Research Council of the Institute for Health Technology Studies, as well as on their Board. Dr. Rubin earned his medical degree from Cornell University Medical College.

“We welcome Dr. Rubin to the Board of Soligenix,” stated Christopher J. Schaber, PhD, President and CEO of Soligenix. “Dr. Rubin brings deep and diverse commercial and business healthcare policy expertise to Soligenix.  Additionally, his significant experience with mergers and acquisitions will be useful to us in both protecting and promoting shareholder value.”

About Soligenix, Inc.
 
Soligenix, Inc. (Soligenix), formerly known as DOR BioPharma, Inc., is a late-stage biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines for certain bioterrorism agents. Soligenix’s lead product, orBec® (oral beclomethasone dipropionate or BDP), is a potent, locally acting corticosteroid being developed for the treatment of GI GVHD, a common and potentially life-threatening complication of hematopoietic cell transplantation. Soligenix expects to begin a confirmatory Phase 3 clinical trial of orBec® for the treatment of acute GI GVHD and an NIH-supported Phase 1/2 clinical trial of SGX201 in radiation enteritis in the second half of 2009. orBec® is also currently the subject of an NIH-supported, Phase 2, randomized, double-blind, placebo-controlled trial in the prevention of acute GVHD. Additionally, Soligenix has a Lipid Polymer Micelle (LPM™) drug delivery technology for the oral delivery of leuprolide for the treatment of prostate cancer and endometriosis.
 
 
Through its Biodefense Division, Soligenix is developing biomedical countermeasures pursuant to the Project BioShield Act of 2004. Soligenix’s lead biodefense product in development is a recombinant subunit vaccine called RiVax™ which is designed to protect against the lethal effects of exposure to ricin toxin. RiVax™ has been shown to be well tolerated and immunogenic in a Phase 1 clinical trial in healthy volunteers.  RiVaxTM will also be the subject of a recent $9.4 million NIH grant received by the Company supporting development of new heat stable vaccines.
 
 
For further information regarding Soligenix, Inc., please visit the Company's website at www.soligenix.com.
 
 
This press release contains forward-looking statements that reflect Soligenix, Inc.'s current expectations about its future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes," "intends," or similar expressions, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. Soligenix cannot assure you that it will be able to successfully develop or commercialize products based on its technology, including SGX201, orBec® and LPMTM, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its cash expenditures will not exceed projected levels, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the US Government or other countries, that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec® for gastrointestinal GVHD include the risks that: the FDA's requirement that Soligenix conduct additional clinical trials to demonstrate the safety and efficacy of orBec® will take a significant amount of time and money to complete and positive results leading to regulatory approval cannot be assumed; Soligenix is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; orBec® may not gain market acceptance if it is eventually approved by the FDA; and others may develop technologies or products superior to orBec®. Factors affecting the development and use of SGX201 and LPMTM are similar to those affecting orBec®. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, Soligenix's most recent reports on Forms 10-Q and 10-K. Unless required by law, Soligenix assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.
 
Company Contact:

Evan Myrianthopoulos
Chief Financial Officer
(609) 538-8200 | www.soligenix.com
 
Soligenix, Inc.
29 Emmons Drive, Suite C-10
Princeton, NJ 08540

 
 

 

-----END PRIVACY-ENHANCED MESSAGE-----