AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported): November 23, 2020
File No. 000-16929
name of small business issuer as specified in its charter)
or other jurisdiction of
incorporation or organization)
of principal executive offices)
telephone number, including area code)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, par value $.001 per share
Nasdaq Capital Market|
Stock Purchase Warrants
Nasdaq Capital Market|
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).
growth company ☐
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. ☐
5.07. Submission of Matters to a Vote of Security Holders.
November 23, 2020, Soligenix, Inc. (the “Company”) held a special meeting of stockholders (the “Meeting”)
for stockholders to vote on the following proposals: (i) to affirm, ratify and approve an amendment to the Second Amended and
Restated Certificate of Incorporation, which increases the number of authorized shares of common stock from 50,000,000 to 75,000,000
(“Proposal No. 1”); and (ii) to approve the grant discretionary authority to adjourn the Special Meeting, if necessary,
to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposal
1 (“Proposal No. 2”).
of November 2, 2020 (the “Record Date”), the record date for the Meeting, there were 29,847,288 shares of the Company’s
Common Stock issued and outstanding and entitled to vote with one vote per share on each proposal. In order to conduct the business
of the Meeting, the Company required the presence, in person or by proxy, of a quorum consisting of a majority of the issued and
outstanding shares of Common Stock on the Record Date. A quorum was present at the Meeting. As there were not sufficient votes
to approve Proposal 1 at the time of the Meeting, the Chair of the Meeting exercised the discretionary authority granted by the
stockholders pursuant to Proposal 2 to adjourn the Meeting to solicit additional proxies.
Meeting will reconvene on November 27, 2020 (the “Adjournment Date”) at 9:00 a.m. EST. Stockholders may participate
in the continuation of the Meeting by visiting www.virtualshareholdermeeting.com/sngx2020SM and entering the 16-digit control
number included on their proxy card or on the instructions that accompanied their proxy materials. Submission of proxies in respect
of the adjourned meeting via Internet and telephone will be available until 11:59 p.m. EST on Thursday, November 26, 2020.
vote for Proposal 2 the only proposal that had an effect at the Meeting was as follows:
were no broker non-votes on this proposal.
Company will amend this Current Report on Form 8-K to report the results of the vote on Proposal 1 following the Adjournment Date.
INFORMATION AND WHERE TO FIND IT
document may be deemed to be solicitation material in respect of the continuation of the Meeting to be held on November 27, 2020.
In connection with the Meeting, the Company filed a definitive proxy statement with the United States Securities and Exchange
Commission (the “SEC”) on November 6, 2020. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE MEETING. The definitive proxy statement was mailed to stockholders who are entitled to
vote at the Meeting. Stockholders will also be able to obtain a copy of the definitive proxy statement free of charge by directing
a request to the Company’s Secretary. In addition, the definitive proxy statement is available free of charge at the SEC’s
IN THE SOLICITATION
Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies
in respect of the Meeting. Information regarding the Company’s directors and executive officers and any persons who may,
under the rules of the SEC, be considered participants in the solicitation of stockholders in connection with the Meeting is set
forth in the definitive proxy statement filed with the SEC on November 6, 2020, available free of charge at the SEC’s website
at www.sec.gov, and by mail at: Soligenix, Inc., Attn: Corporate Secretary, 29 Emmons Drive, Suite B-10, Princeton, NJ 08540.
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.
Christopher J. Schaber |
J. Schaber, Ph.D.|
and Chief Executive Officer|