0001213900-16-011390.txt : 20160307 0001213900-16-011390.hdr.sgml : 20160307 20160307163407 ACCESSION NUMBER: 0001213900-16-011390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160307 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160307 DATE AS OF CHANGE: 20160307 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: 161488909 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 f8k030716_soligenixinc.htm CURRENT REPORT

 

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): March 7, 2016

 

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 1.02    Termination of a Material Definitive Agreement.

 

On July 29, 2015, Soligenix, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Kodiak Capital Group, LLC, Kingsbrook Opportunities Master Fund LP and River North Equity, LLC (collectively, the “Investors”). Under the Purchase Agreement, the Investors agreed to purchase from the Company up to an aggregate of $10 million worth of shares of common stock, par value $0.001 per share (“Common Stock”), of the Company, from time to time. Pursuant to the Registration Rights Agreement, the Company filed a registration statement (the “Registration Statement”) to register for resale under the Securities Act of 1933, as amended, the shares of Common Stock that may have been issued to the Investors under the Purchase Agreement.

 

On March 7, 2016, in accordance with the terms of the Purchase Agreement, the Company exercised its right to terminate the Purchase Agreement upon written notice to the Investors. The Company did not incur any penalties as a result of this termination.

 

Item 9.01    Financial Statements and Exhibits.

 

(d)  Exhibits

 

10.1   Form of Equity Purchase Agreement dated as of July 29, 2015 between the Company and the Investors (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on July 31, 2015).

 

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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.

 

March 7, 2016  By:  /s/ Christopher J. Schaber 
    Christopher J. Schaber, Ph.D.
    President and Chief Executive Officer
    (Principal Executive Officer)

 

 

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