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SOLIGENIX, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

258094101

(CUSIP Number)

	Third Security, LLC 1881 Grove Avenue Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. (540) 633-7900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to: Intrexon Corporation Attention: Legal 20374 Seneca Meadows Parkway Germantown, Maryland 20876 (301) 556-9809

May 4, 2017

(Date of Event which Requires Filing of this Statement)

This Amendment No. 2 (this “Amendment”) amends and supplements the Statement on Schedule 13D, dated April 27, 2013 and filed May 9, 2013, as amended by Amendment No. 1 dated June 20, 2013 and filed June 26, 2013 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.01 per shares (the “Common Stock”), of Soligenix, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.  Mr. Randal J. Kirk (“Mr. Kirk”), Third Security, LLC (“Third Security”), a Virginia limited liability company that is managed by Mr. Kirk, NRM VII Holdings I, LLC (“NRM VII Holdings”), a Virginia limited liability company that is managed by an affiliate that is managed by Third Security, and Intrexon Corporation, a Virginia corporation that is controlled by Mr. Kirk (“Intrexon” and, together with Mr. Kirk, Third Security and NRM VII Holdings, the “Reporting Persons”) are filing this amendment to disclose (i) the cashless exercise of a warrant to purchase 250,000 shares of Common Stock by NRM VII Holdings on May 4, 2017 (adjusted for the 1:10 reverse stock split effected by the Company on October 7, 2016, (hereinafter the “Warrant”)), pursuant to which NRM VII Holdings disposed of 49,875 shares of Common Stock to the Company in order to satisfy the aggregate exercise price and (ii) the sale of an aggregate of 111,093 shares of Common Stock held by NRM VII Holdings and Intrexon in open market transactions between May 4, 2017 and May 8, 2017.  Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.  Except as specifically amended by this Amendment, the Original Schedule 13D remains unchanged.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On May 4, 2017, NRM VII Holdings surrendered 49,875 shares of Common Stock, at a price per share of $4.01, in order to satisfy the exercise price in connection with the cashless exercise of the Warrant.  As a result of the cashless exercise of the Warrant, NRM VII Holdings acquired 200,125 shares of Common Stock.

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 3 is incorporated herein by reference.

In addition, the Reporting Persons are filing this Amendment to disclose the sale of 93,041 shares of Common Stock held by NRM VII Holdings, in open market transactions between May 4, 2017 and May 8, 2017, for aggregate net proceeds of approximately $253,104.00.  Additionally, the Reporting Persons are filing this Amendment to disclose the sale of 18,052 shares of Common Stock held by Intrexon, in open market transactions between May 4, 2017 and May 8, 2017, for aggregate net proceeds of approximately $49,106.00.  Pursuant to a joint selling program, NRM VII Holdings and Intrexon sold these shares on a pro rata basis.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

The information contained on the cover pages to this Statement and the information set forth or incorporated in Item 4 is incorporated herein by reference.

 (a) and (b)          See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 5,472,532 shares of Common Stock issued and outstanding as of March 17, 2017, as reported on the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2017 for the period ending December 31, 2016, increased by 200,125 shares of Common Stock issued to NRM VII Holdings in connection with the exercise of the Warrant.

 

 

 

(1)

Reflects the 1:10 reverse stock split effected by the Company on October 7, 2016.

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.

(c)             Except as set forth in this Item 5, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.

(d)-(e)       Not Applicable

 

Item 7.

Material to be Filed as Exhibits.

Exhibit 1

Joint Filing Agreement, dated as of May 8, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  May 8, 2017

 

 

Exhibit 1

Joint Filing Agreement, dated as of June 26, 2013, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

 

 

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In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Soligenix, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 8^th day of May, 2017.

 

	/s/ Randal J. Kirk
	Randal J. Kirk
	THIRD SECURITY, LLC
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager
	NRM VII HOLDINGS I, LLC
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager, Third Security LLC, which is the Manager of Third Security Capital Partners VII, LLC which is the Manager of NRM VII Holdings I, LLC
	INTREXON CORPORATION
	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Chief Executive Officer

 

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