0001140361-12-052570.txt : 20121221 0001140361-12-052570.hdr.sgml : 20121221 20121221211713 ACCESSION NUMBER: 0001140361-12-052570 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121220 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAVAZZA PAOLO CENTRAL INDEX KEY: 0001163608 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 121283470 MAIL ADDRESS: STREET 1: VIA TESSERETE, 10 CITY: LUGANO STATE: V8 ZIP: V8 ISSUER: 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 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 4 1 doc1.xml FORM 4 X0306 4 2012-12-20 0 0000812796 SOLIGENIX, INC. SNGX 0001163608 CAVAZZA PAOLO VIA TESSERETE, 10 LUGANO V8 6900 SWITZERLAND 0 0 1 0 Common Stock 2711392 I Indirect Common Stock 164146 I Indirect Common Stock 59539 D Common Stock Warrant (warrant to buy) 5.60 2012-12-20 4 J 0 1 D 2009-09-28 2014-09-27 Common Stock 98813 0 I Indirect Common Stock Warrant (warrant to buy) 5.60 2012-12-20 4 J 0 1 D 2010-06-18 2015-06-18 Common Stock 258256 0 I Indirect Common Stock Warrant (warrant to buy) 0.53 2012-12-20 4 J 0 1 A 2013-06-19 2017-12-19 Common Stock 357069 1 I Indirect Common Stock Warrant (warrant to buy) 5.60 2012-12-20 4 J 0 1 D 2010-06-18 2015-06-18 Common Stock 87804 0 I Indirect Common Stock Warrant (warrant to buy) 0.53 2012-12-20 4 J 0 1 A 2013-06-19 2017-12-19 Common Stock 87804 1 I Indirect On February 1, 2012, the Issuer completed a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-20, whereby every 20 shares of its common stock was exchanged for one share of its common stock (the "Reverse Stock Split"). These shares were previously reported but the numbers have been changed to reflect the Reverse Stock Split. Directly owned by Sigma-Tau Pharmaceuticals, Inc. ("Pharmaceuticals"). Pharmaceuticals is a direct wholly-owned subsidiary of Sigma-Tau America S.A. ("America"). America is a direct wholly-owned subsidiary of Sigma-Tau International S.A. ("International"). International is a direct wholly-owned subsidiary of Sigma-Tau Finanziaria S.p.A. ("Sigma Tau"). Paolo Cavazza directly and indirectly owns 38% of Sigma Tau. Directly owned by Sinaf S.A. (formerly Chaumiere Sarl), which is an indirect wholly owned subsidiary of Aptafin S.p.A. ("Aptafin"). Aptafin is owned by Paolo Cavazza and members of his family. The exercise prices that were previously reported have been adjusted to reflect the Reverse Stock Split. These three reported transactions involved the issuance by the Issuer to Pharmaceuticals of a new warrant in exchange for the surrender by Pharmaceuticals of outstanding warrants. The expiration date of the warrant may be accelerated at the Issuer's option if the Issuer's common stock meets certain price thresholds and the common shares underlying the warrant are registered for resale pursuant to an effective registration statement or are freely transferable without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended. These two reported transactions involved the issuance by the Issuer to Sinaf S.A. of a new warrant in exchange for the surrender by Sinaf of an outstanding warrant. Exhibit List Exhibit 24.1 Power of Attorney /s/ Fabio Poma 2012-12-21 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document
POWER OF ATTORNEY
 
The undersigned does hereby constitute and appoint each of  Fabio Poma and Nicola Wullschleger, with full power of substitution, as the true and lawful attorney-in-fact and agent of the undersigned, and authorizes and designates each of the foregoing attorneys-in-fact to sign on behalf of the undersigned, and to file filings and any amendments thereto, with the Securities and Exchange Commission, made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities of SOLIGENIX, INC. (formerly known as DOR BioPharma, Inc.)  held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of each of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December 2012.
 
/s/ Paolo Cavazza
Paolo Cavazza