CORRESP 1 filename1.htm

NEW YORK

LONDON

 BALTIMORE

WILMINGTON

SINGAPORE   MIAMI
PHILADELPHIA FIRM and AFFILIATE OFFICES BOCA RATON
CHICAGO   PITTSBURGH
WASHINGTON, DC LESLIE J. CROLAND NEWARK
SAN FRANCISCO PERSONAL FAX: +1 305 397 1882 LAS VEGAS
SILICON VALLEY E-MAIL: ljcroland@duanemorris.com CHERRY HILL
SAN DIEGO   LAKE TAHOE
BOSTON   MYANMAR
HOUSTON   OMAN
LOS ANGELES   A GCC REPRESENTATIVE OFFICE
HANOI   OF DUANE MORRIS
HO CHI MINH CITY    
ATLANTA   MEXICO CITY
    ALLIANCE WITH
    MIRANDA & ESTAVILLO

 

December 16, 2014

VIA EDGAR AND FEDEX

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 ReSoligenix, Inc.
  Registration Statement on Form S-1
  Filed October 31, 2014
  File No. 333-199761

Dear Mr. Riedler:

 

On behalf of our client, Soligenix, Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated November 14, 2014 (the “Comment Letter”) relating to the captioned Registration Statement (“Registration Statement”).

Set forth below is our response to the Staff’s comment. For your convenience we have incorporated the Staff’s comment into this response letter.

 

General

1.     Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement that is declared effective, your registration statement must include the amount of securities to be offered in a pre-effective amendment. Please refer to Securities Act Rules C&DI Question 227.02 for guidance. Accordingly, please amend your registration statement to include the total number of units and the number of warrants in each unit.

 

Duane Morris llp    
5100 Town center circle, ste. 650, boca raton, fl 33486

 
 

 
 

Division of Corporation Finance

Securities and Exchange Commission

December 16, 2014

Page 2

Response: In response to the Staff’s comment, the Company has amended the Registration Statement to include the total number of units and the number of warrants in each unit.

 

*****

Please contact me at (305) 960-2250 with any questions or further comments regarding our responses to the Staff’s comments.

 

    Sincerely,
     
    /s/ Leslie J. Croland
    Leslie J. Croland

 

cc:          Christopher J. Schaber, Ph.D., Chief Executive Officer and President