UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 27, 2020
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)) |
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 | ||
| Common Stock Purchase Warrants | SNGXW | 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. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported, on September 16, 2020, Soligenix, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), at which stockholders approved and adopted an amendment to the Second Amended and Restated Certificate of Incorporation (“Charter Amendment”), which increased the number of authorized shares of Common Stock from 50,000,000 to 75,000,000. However, due to an inconsistency between the description of the discretionary voting authority of brokers, banks and other nominees with respect to the amendment proposal included in the Proxy Statement for the Annual Meeting and the treatment of the amendment proposal by Broadridge Financial Solutions, Inc., in an abundance of caution and to assure good corporate governance, the Company determined to seek stockholder ratification of the Charter Amendment.
As described below in Item 5.07, on November 27, 2020, the stockholders of Soligenix, Inc. (the “Company”) affirmed, ratified and approved the Charter Amendment. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on December 3, 2020. A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 27, 2020, Soligenix, Inc. (the “Company”) held the continuation of a special meeting of stockholders (the “Meeting”) that initially was convened on November 23, 2020 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 of 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 No. 1 (“Proposal No. 2”).
As 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 each share having one vote 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.
The following items were voted upon at the Meeting:
| (1) | 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, the proposal to affirm, ratify and approve the Charter Amendment, was approved, and the votes were as follows:
| For | Against | Abstain | ||
| 14,990,919 | 8,947,411 | 192,578 |
There were no broker non-votes on this proposal.
| (2) | To approve the grant of 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 No. 1: |
Proposal No. 2, the proposal 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 No. 1 was approved, and the votes were as follows:
| For | Against | Abstain | ||
| 18,279,557 | 5,499,930 | 351,421 |
There were no broker non-votes on this proposal.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation. |
1
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. | ||
| December 3, 2020 | By: | /s/ Christopher J. Schaber |
| Christopher J. Schaber, Ph.D. | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
THE UNDERSIGNED, being a duly appointed officer of Soligenix, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), for the purpose of amending the Corporation’s Second Amended and Restated Certificate of Incorporation, as amended to the date hereof (the “Certificate of Incorporation”), hereby certifies, pursuant to Sections 242 and 103 of the DGCL, as follows:
FIRST: The name of the Corporation is Soligenix, Inc.
SECOND: The amendment to the Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section 228 and 242 of the DGCL.
THIRD: The Certificate of Incorporation, as amended, of the Corporation is hereby amended by striking out the first introductory paragraphs of Article IV thereof, and by substituting in lieu thereof, the following new introductory paragraphs:
“The total number of shares of capital stock of all classes which the Corporation shall have authority to issue is seventy five million three hundred fifty thousand (75,350,000) shares, of which (a) seventy five million (75,000,000) shares, of par value of $.001 per share, shall be of a class designated “Common Stock,” (b) two hundred thirty thousand (230,000) shares, of a par value of $.001 per share, shall be of a class designated “Preferred Stock,” (c) ten thousand (10,000) shares, of a par value of $.05 per share, shall be of a class designated “Series B Convertible Preferred Stock,” ten thousand (10,000) shares, of a par value of $.05 per share, shall be of a class designated “Series C Convertible Preferred Stock,” and (d) one hundred thousand (100,000) shares, of a par value of $.001 per share, shall be designated “Series A Junior Participating Preferred Stock.”
The designations, powers, preferences, privileges, and relative, participating, option, or other special rights and qualifications, limitations, or restrictions of the above classes of capital stock shall be as follows:”
IN WITNESS WHEREOF, the undersigned has made and signed this Certificate of Amendment this 30th day of November, 2020 and affirms the statements contained herein as true under penalty of perjury.
| Soligenix, Inc. | ||
| By: | /s/ Christopher J. Schaber | |
| Christopher J. Schaber, PhD | ||
| President and Chief Executive Officer | ||