-----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, CMraJV+BUpb+Cxc9tcLKYlYgtBBFxWwpjQ7XfG03BWHj/Z5Q8L5wfXIE8CvZcBEE RU5RKkIaJMH3O59S9RN/Ww== 0001213900-10-002811.txt : 20100830 0001213900-10-002811.hdr.sgml : 20100830 20100709171048 ACCESSION NUMBER: 0001213900-10-002811 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100709 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: CORRESP 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 CORRESP 1 filename1.htm seccorr070810_soligenix.htm
 
 
SOLIGENIX, INC.
29 Emmons Drive, Suite C-10
Princeton, New Jersey 08540
Phone: (609) 538-8200


July 8, 2010

VIA EDGAR AND FAX (202-772-9198)


Mr. Jeffrey P. Riedler, Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0405
 
 RE:  
Soligenix, Inc.
Registration Statement on Form S-1
Filed June 25, 2010
File No. 333-167792
 
Dear Mr. Riedler:

We are responding to your July 2, 2010 comment letter.  For your reference, we included the comment from your letter followed by our response.

Form S-1 filed June 25, 2010

Selling Stockholders, page 43

1.  
We note that certain members of your Board of Directors are listed as selling shareholders, as well as Sigma Tau Pharmaceuticals, Inc. Please revise your registration statement to identify these board members and Sigma Tau Pharmaceuticals as underwriters, or provide us with a detailed legal analysis supporting your position that these selling shareholders are not underwriters. Please refer to Securities Act Rules, Compliance and Disclosure Interpretation 612.09.

 
Response:

Sigma Tau Pharmaceuticals, Inc., Gregg A. Lapointe and Robert J. Rubin have waived their rights under the Registration Rights Agreement dated June 15, 2010 to have the resale of their shares of common stock and shares of common stock issuable upon exercise of warrants registered in the Registration Statement on Form S-1.  Accordingly, we will file a Pre-Effective Amendment to the Registration Statement on Form S-1 to remove the shares to be registered on behalf of Sigma Tau Pharmaceuticals, Inc., Gregg A. Lapointe and Robert J. Rubin and to remove them as selling stockholders.

If you require any additional information, kindly contact our outside legal counsel, Leslie J. Croland with Edwards Angell Palmer & Dodge LLP at (561) 833-7700.

Sincerely,

/s/ Evan Myrianthopoulos

Evan Myrianthopoulos
Chief Financial Officer
 
 
Cc: 
Rose Zukin, Staff Attorney
Christopher J. Schaber, Chief Executive Officer and President
Leslie J. Croland, P.A.
 
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