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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):  September 21, 2023

 

Commission File No. 001-14778

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $.001 per share

 

SNGX

 

The Nasdaq Capital Market

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.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 21, 2023, Soligenix, Inc. (the “Company”) convened its 2023 Annual Meeting of Stockholders.  At the Annual Meeting, there was not a sufficient number of shares of the Company’s common stock present or represented by proxy in order to a constitute quorum. The Company adjourned the Annual Meeting, without transaction any business.  The Annual Meeting will resume at 9:00 a.m. Eastern Daylight Time on October 18, 2023 and will continue to be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/sngx2023.

Item 7.01.Regulation FD Disclosure.

 

On September 22, 2023, the Company issued a press release announcing the convening and adjournment of the Annual Meeting and the information for the reconvened Annual Meeting.  The Company also indicated in the press release that, as a result of the additional time afforded by the adjournment of the Annual Meeting, the Company had filed with the Securities and Exchange Commission a supplement to the Company’s previously filed proxy statement and amended proxy card to add a new proposal for the shareholders to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933, as amended, or the 1934 Act, regardless of any general incorporation language in such document.

Item 9.01.Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.

 

Description

99.1

Press Release dated September 22, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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. 

September 22, 2023 

By:

/s/ Christopher J. Schaber 

 

 

Christopher J. Schaber, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

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