-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HYI77WjRxEt0Uq5dvF5SRt9fm9f9ZNMxRlKitmTi+y9WX1PBxPcPO+yjiPGBZn+i Q8ohGg/kVFFDvvu3JPYt+A== 0000812796-09-000076.txt : 20091001 0000812796-09-000076.hdr.sgml : 20091001 20090930194614 ACCESSION NUMBER: 0000812796-09-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090930 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091001 DATE AS OF CHANGE: 20090930 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: 091096797 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 form8k_namechange.htm 8K_NAMECHANGE form8k_namechange.htm
 

 

 
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 30, 2009    

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)
 
 
DOR BioPharma, Inc.
(Former name or former address, if changed since last report)
 


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 5.03.                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 
On September 28, 2009, DOR Biopharma, Inc. filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State’s Office changing its name to Soligenix, Inc. (the “Company”).    On September 30, 2009 and as a result of the name change, the Company’s shares of common stock began trading under the new ticker symbol “SNGX”.
 

 
Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Title
     
3.1
 
 
99.1
 
Amendment to Amended and Restated Certificate of Incorporation, dated September 28, 2009.
 
Press release issued by the Company on September 30, 2009.
     
     


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 30, 2009
by:
/s/ Christopher J. Schaber                                                      
   
Christopher J. Schaber, Ph.D.
   
President and Chief Executive Officer
   
(Principal Executive Officer)
     



EXHIBIT INDEX


Exhibit No.
 
Title
     
3.1
 
 
99.1
 
Amendment to Amended and Restated Certificate of Incorporation, dated September 28, 2009.
 
Press release issued by the Company on September 30, 2009.


EX-3.1 2 form8k-exh3_1.htm AMENDMENT_TO_A&R_CERT_OF_INCORPORATION form8k-exh3_1.htm
Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

DOR BIOPHARMA, INC.


It is hereby certified that:

1.           The name of the corporation is DOR BioPharma, Inc. (the “Corporation”).


2.           The Amended and Restated Certificate of Incorporation, as amended, of the Corporation is hereby amended by striking out Article I thereof, and by substituting in lieu thereof, the following new Article I:

“ARTICLE I

The name of the corporation is Soligenix, Inc. (the “Corporation”).”


3.           The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


Signed on September 28, 2009.
     
     
     
 
Name:
/s/ Christopher J. Schaber
 
Title:
President and CEO


EX-99.1 3 form8k-exh99_1.htm PRESS_RELEASE 9.30.09 form8k-exh99_1.htm
Exhibit 99.1

(Soligenix, Inc. Logo)

 
DOR BioPharma Announces Corporate Name Change to Soligenix and Begins Trading Under New Ticker Symbol “SNGX”
 
 
Princeton, NJ – September 30, 2009 DOR BioPharma, Inc. (OTC BB: SNGX), a late-stage biotechnology company, announced today that it has completed a corporate name change from DOR BioPharma, Inc. to Soligenix, Inc. (Soligenix or the Company). As a result of the name change, the Company’s shares of common stock will immediately begin trading under the new ticker symbol “SNGX” as of today.
 
“We are pleased to announce the name change of our company to Soligenix,” stated Christopher J. Schaber, PhD, President and CEO of Soligenix. “The name ‘Soligenix’ is derived in part from the Latin word ‘Solis,’ meaning sun. The name change heralds the new corporate stability and direction that we have worked hard to establish over the last several years.”

Dr. Schaber continued, “We are also looking forward to the imminent initiation of our confirmatory Phase 3 clinical trial of orBec® in GI GVHD under a Special Protocol Assessment (SPA) with the FDA. In connection with the initiation of the trial, we expect to receive a $1 million milestone payment from Sigma-Tau in accordance with our collaboration agreement.”
 
Soligenix’s address and contact numbers will also remain the same. Soligenix’s new web address is www.soligenix.com.
 
About Soligenix, Inc.
 
Soligenix, Inc. (Soligenix), formally known as DOR BioPharma, Inc., is a late-stage biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines for certain bioterrorism agents. Soligenix’s lead product, orBec® (oral beclomethasone dipropionate or BDP), is a potent, locally acting corticosteroid being developed for the treatment of GI GVHD, a common and potentially life-threatening complication of hematopoietic cell transplantation. Soligenix expects to begin a confirmatory Phase 3 clinical trial of orBec® for the treatment of acute GI GVHD and an-NIH supported Phase 1/2 clinical trial of SGX201 in radiation enteritis in the second half of 2009. orBec® is also currently the subject of an NIH-supported, Phase 2, randomized, double-blind, placebo-controlled trial in the prevention of acute GVHD. Additionally, Soligenix has a Lipid Polymer Micelle (LPM™) drug delivery technology for the oral delivery of leuprolide for the treatment of prostate cancer and endometriosis.
 
 
Through its Biodefense Division, Soligenix is developing biomedical countermeasures pursuant to the Project BioShield Act of 2004. Soligenix’s lead biodefense product in development is a recombinant subunit vaccine called RiVax™ which is designed to protect against the lethal effects of exposure to ricin toxin. RiVax™ has been shown to be well tolerated and immunogenic in a Phase 1 clinical trial in normal volunteers.  RiVaxTM will also be the subject of a recent $9.4 million NIH grant received by the Company supporting development of new heat stable vaccines.
 
 
For further information regarding Soligenix, Inc., please visit the Company's website at www.soligenix.com.
 
 
This press release contains forward-looking statements that reflect Soligenix, Inc.'s current expectations about its future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes," "intends," or similar expressions, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that 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 or commercialize products based on its technology, including SGX201, orBec® and LPMTM, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its cash expenditures will not exceed projected levels, 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 grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the US Government or other countries, that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec® for gastrointestinal GVHD include the risks that: the FDA's requirement that Soligenix conduct additional clinical trials to demonstrate the safety and efficacy of orBec® will take a significant amount of time and money to complete and positive results leading to regulatory approval cannot be assumed; Soligenix is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; orBec® may not gain market acceptance if it is eventually approved by the FDA; and others may develop technologies or products superior to orBec®. Factors affecting the development and use of SGX201 and LPMTM are similar to those affecting orBec®. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, Soligenix's most recent 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:

Soligenix, Inc.
Evan Myrianthopoulos
Chief Financial Officer
(609) 538-8200

29 Emmons Drive, Suite C-10
Princeton, NJ 08540
www.soligenix.com
 
 
 
 

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