8-K

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):     July 20, 2018 

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 B-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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 20, 2018, the Board of Directors (the “Board”) of Soligenix, Inc. (the “Company”) increased the size of the Board from six to seven members and appointed Mark Pearson as a director, with an initial term expiring at the Company’s 2018 annual meeting of stockholders. Committee appointments for Mr. Pearson have not been determined.

Mr. Pearson will receive compensation as provided in the Company’s Director Compensation and Stock Ownership Policy (the “Compensation Policy”). Pursuant to the Compensation Policy, upon his appointment to the Board, the Company granted Mr. Pearson a fully-vested option under the Company’s 2015 Equity Incentive Plan to purchase 1,500 shares of the Company’s common stock (“Common Stock”) at $1.22 per share (the closing price on the date of grant). Mr. Pearson will receive annual cash compensation of $35,000 per year, additional annual cash compensation for committee service and additional equity compensation upon re-election to the Board, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2017.

In the Company’s July 2018 public offering, Altamont Pharmaceutical Holdings, LLC (“Altamont Pharma”), a company of which Mr. Pearson is the general partner and chief executive officer, purchased 2,330,000 shares of Common Stock together with a 42-month warrant to purchase up to 932,000 shares of Common Stock at an exercise price of $2.25 per share, for an aggregate purchase price of $2.4 million. As a result of the purchase, Altamont Pharma beneficially owns approximately 13.2% of the issued and outstanding Common Stock, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

On July 24, 2018, the Company issued a press release announcing the appointment of Mr. Pearson to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

Item 8.01. Other Events.

The Board has established September 27, 2018 as the date of the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). Because the date of the 2018 Annual Meeting is being advanced by more than 30 days from the anniversary date of the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”), in accordance with Rule 14a-5(f) under the Exchange Act, the Company is informing stockholders of this change. The time and location of the 2018 Annual Meeting will be specified in the Company’s proxy statement for the 2018 Annual Meeting.

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Since the date of the 2018 Annual Meeting has been changed by more than 30 days from the anniversary of the 2017 Annual Meeting, a new deadline has been set for submission of proposals by stockholders intended to be included in the Company’s 2018 proxy statement. Pursuant to Rule 14a-8 of the proxy rules of the Securities and Exchange Commission (the “SEC”), a stockholder intending to present a proposal to be included in the proxy statement for our 2018 Annual Meeting must deliver a proposal in writing to our principal executive offices no later than a reasonable time before we begin to print and mail the proxy materials for the 2018 Annual Meeting. Accordingly, the new deadline for submission of proposals to be included in the proxy statement for the 2018 Annual Meeting is July 30, 2018. Proposals should be addressed to: Corporate Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10 Princeton, New Jersey, 08540. Proposals of stockholders must comply with the SEC’s rules regarding the inclusion of stockholder proposals in proxy materials and the procedures set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”).

A copy of the Bylaws has been filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003, or can be obtained by contacting the Company’s Corporate Secretary at the address above.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
99.1	Press release issued by Soligenix, Inc. on July 24, 2018.

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SIGNATURES

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.
July 24, 2018	By:	/s/ Christopher J. Schaber
		Christopher J. Schaber, Ph.D.
		President and Chief Executive Officer
		(Principal Executive Officer)

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EX-99.1

Exhibit 99.1

Soligenix Announces Appointment of

Mark Pearson to its Board of Directors

Princeton, NJ – July 24, 2018 – Soligenix, Inc. (Nasdaq: SNGX) (Soligenix or the Company), a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need, announced today the appointment of Mark Pearson, Chief Executive Officer (CEO) of Altamont Pharmaceutical Holdings, LLC, to its Board of Directors.

“We are pleased to welcome Mr. Pearson to the Soligenix Board,” stated Christopher J. Schaber, PhD, President and CEO of Soligenix. “As Soligenix looks forward to potential product approval and commercialization partnerships, we intend to leverage Mr. Pearson’s extensive business and investing experience. We believe his expertise will add significantly to our already diverse and experienced Board of Directors and management team. We welcome his counsel and look forward to his contributions to our future success, especially as we continue our pivotal Phase 3 clinical trial of SGX301 for the treatment of cutaneous T-cell lymphoma and our pivotal Phase 3 clinical trial of SGX942 for the treatment of oral mucositis in head and neck cancer patients.”

“I am truly excited to be joining the Soligenix Board of Directors at such an important time in the Company’s life cycle,” stated Mr. Pearson, CEO of Altamont Pharmaceutical Holdings. “Prior to participating in the most recent financing, my team and I had carefully evaluated the Company, its senior management and its pipeline. We believe Soligenix is currently being undervalued and has the potential for significant growth and value creation with its late clinical-stage rare disease pipeline in the not too distant future. I look forward to working closely with the Board and management team to maximize that potential.”

Mr. Pearson is an accomplished businessman, investor and philanthropist, with past and present managing partner roles in a number of successful ventures. He is the founder and serves as General Partner and CEO at Altamont Pharmaceutical Holdings, LLC with over $100 million invested in more than 20 life science companies. Mr. Pearson is also a co-founder and serves as General Partner at Annex Ventures. Some of Mr. Pearson’s past investments include Xenoport, Inc. (XNPT) – acquired by Arbor Pharmaceuticals LLC, Xeris Pharmaceuticals, Inc. (XERS), Monogram Biosciences, Inc. (MGRM) – acquired by LabCorp, and Stemcentrx, Inc. – acquired by AbbVie, Inc. (ABBV). Previously, Mr. Pearson was the co-founder of CRESA Partners LLC, a 57-office national corporate real estate firm. He is also the co-founder and vice-chairman of Drawbridge Realty, a real estate development and investment company which owns over 4.5 million square feet of commercial real estate leased to technology and life science companies predominantly in the western United States. He is on the Board of Trustees at The Scripps Research Institute. Mr. Pearson holds a Bachelor of Science degree in Economics from the University of San Francisco and a Master’s degree from the Stanford University Graduate School of Business.

About Soligenix, Inc.

Soligenix is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. Our BioTherapeutics business segment is developing SGX301 as a novel photodynamic therapy utilizing safe visible light for the treatment of cutaneous T-cell lymphoma, our first-in-class innate defense regulator (IDR) technology, dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary formulations of oral beclomethasone 17,21-dipropionate (BDP) for the prevention/treatment of gastrointestinal (GI) disorders characterized by severe inflammation including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201).

Our Vaccines/BioDefense business segment includes active development programs for RiVax®, our ricin toxin vaccine candidate, OrbeShield®, our GI acute radiation syndrome therapeutic candidate and SGX943, our therapeutic candidate for antibiotic resistant and emerging infectious disease. The development of our vaccine programs incorporates the use of our proprietary heat stabilization platform technology, known as ThermoVax®. To date, this business segment has been supported with government grant and contract funding from the National Institute of Allergy and Infectious Diseases (NIAID) and the Biomedical Advanced Research and Development Authority (BARDA).

For further information regarding Soligenix, Inc., please visit the Company’s website at www.soligenix.com.

This press release may contain forward-looking statements that reflect Soligenix, Inc.'s current expectations about its future results, performance, prospects and opportunities, including but not limited to, potential market sizes, patient populations and clinical trial enrollment.  Statements that are not historical facts, such as "anticipates," "estimates," "believes," "hopes," "intends," "plans," "expects," "goal," "may," "suggest," "will," "potential," or similar expressions, are forward-looking statements.  These statements are subject to a number of risks, uncertainties and other factors, many of which are difficult to predict, which 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, achieve regulatory approval for or commercialize products based on its technologies, particularly in light of the significant uncertainty inherent in developing therapeutics and vaccines against bioterror threats, conducting preclinical and clinical trials of therapeutics and vaccines, obtaining regulatory approvals and manufacturing therapeutics and vaccines, 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 funding to support product development and commercialization efforts, including grants and awards, maintain its existing grants which are subject to performance requirements, enter into any biodefense procurement contracts with the US Government or other countries, that it will be able to compete with larger and better financed competitors in the biotechnology industry, that changes in health care practice, third party reimbursement limitations and Federal and/or state health care reform initiatives will not negatively affect its business, or that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program. These and other risk factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, Soligenix's 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:

Karen Krumeich

Chief Financial Officer

(609) 538-8200 | www.soligenix.com