8-K - SNGX - Equibles

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): October 8, 2024

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 <br>incorporation or organization)	(I.R.S. Employer <br>Identification Number)
29 Emmons Drive ,<br><br>Suite B-10<br><br>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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 8, 2024, Soligenix, Inc. (the “Company”) and its subsidiaries, Soligenix UK Limited, Enteron Pharmaceuticals, Inc., Soligenix BioPharma Canada Incorporated, Soligenix NE B.V., and Soligenix Biopharma HI, Inc., as borrowers (collectively referred to as the “Borrower”), entered into an amendment (the “Amendment”) to the Loan and Security Agreement (as previously amended, the “Loan Agreement”) dated December 15, 2020 with Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P. (collectively, the “Lenders”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lenders. The motivation for entering into the Amendment was to potentially further extend the Company’s cash runway by allowing the remaining amounts owed under the loan to be satisfied with stock in lieu of cash.

The Amendment reduced the conversion price with respect to the remaining principal amount under the Loan Agreement to (a) $3.81 for the first 501,648 shares of the Company’s common stock issuable upon conversion following October 7, 2024 and (b) $4.23 with respect to all shares of the Company’s common stock issuable in excess of the first 501,648 shares so issued.

None of the other terms of the Loan Agreement were modified in any material respect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the financial obligations of the Company under the Loan Agreement, as amended by the Amendment, is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment to Loan and Security Agreement dated as of October 8, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

October 11, 2024	By:	/s/ Christopher J. Schaber
		Christopher J. Schaber, Ph.D.
		President and Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 10.1 SECOND AMENDMENT TO THE LOAN AGREEMENT

This Second Amendment (the “Second Amendment”) to the Loan and Security Agreement, dated as of December 15, 2020, as amended by the First Amendment dated April 19, 2023 (as amended, the “Agreement”) is made and entered into on October 8, 2024 (the “Effective Date”) by and between Soligenix, Inc., a corporation incorporated in the State of Delaware, and each of its Subsidiaries from time to time party thereto, including the Subsidiaries set forth on Schedule I to the Agreement (collectively referred to as “Borrower”), Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P. (each a “Lender” and collectively, the “Lenders”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lenders.

Recitals:

WHEREAS, the Borrower and the Lenders have entered into the Agreement and now wish to amend it in accordance with the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1.Definitions. All terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2.Amendment.

a.Conversion Price. Section 8.2 of the Agreement shall be amended as follows:

“Conversion Price. The Conversion Price for the Initial Loan and Credit Line shall be equal to (a) $3.81 for the first501,648 Shares issued to the Lenders pursuant to the terms of this Agreement following October 7, 2024 and (b) $4.23 with respect to all Shares issued to the Lender pursuant to the terms of this Agreement in excess of the first501,648 Shares so issued.”

3.Covenants regarding Shares. Notwithstanding anything contained to the contrary in the Agreement or the Registration Rights Agreement, Lenders hereby agree that:

a.if the Lenders are notified by the Borrowers in writing that the directors and officers of Soligenix, Inc. have entered into a lockup or similar agreement prohibiting the transaction in shares of common stock of Soligenix, Inc. following the Effective Date in connection with a public offering of securities by Soligenix, Inc., then, at the request of the Borrowers, Lenders shall execute and deliver a lockup or similar agreement with terms substantially similar to those agreed to by such officers and directors; provided, however, that Borrowers shall use commercially reasonable efforts to minimize the length of any lock-up period applicable to Lenders;

b.Lenders’ collective ownership of common stock of Soligenix, Inc. shall not exceed 19.99% of the issued and outstanding shares of common stock of Soligenix, Inc. on any date following the Effective Date; and

c.Lenders shall vote (as opposed to abstain) any shares of common stock of Soligenix, Inc. held by Lenders as of any record date for any meeting of Soligenix. Inc.’s stockholders following the Effective Date.

4.Other Terms and Conditions. All other terms and conditions of the Agreement shall apply to this Second Amendment. Except as amended hereby, the terms and conditions of the Agreement shall remain in full force and effect. This Second Amendment, when executed, shall be attached to the Loan Agreement and shall constitute an integral part thereof. It is hereby clarified that in the event of an inconsistency between this Second Amendment and the Agreement, the terms of this Second Amendment shall prevail. This Second Amendment shall be governed and construed in accordance with the laws of the State of Israel, without regard to the conflicts of law provisions thereof, and the competent courts of Tel Aviv-Jaffa shall have exclusive jurisdiction over all matters arising under or relating to this Second Amendment. ****

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, **** the **** parties have duly executed this Second Amendment as of the Effective Date.


PONTIFAX MEDISON FINANCE (ISRAEL) LIMITED PARTNERSHIP		PONTIFAX MEDISON FINANCE (CAYMAN) LIMITED PARTNERSHIP

By:	/s/ Shlomo Karako	By:	/s/ Shlomo Karako
Name: Shlomo (Momi) Karako		Name: Shlomo (Momi) Karako
Title: Partner		Title: Partner

PONTIFAX MEDISON FINANCE GP L.P
By:	/s/ Shlomo Karako
Name: Shlomo (Momi) Karako
Title: Partner

IN WITNESS WHEREOF, **** the **** parties have duly executed this Second Amendment as of the Effective Date.

<br><br><br><br>
<br><br>BORROWER:<br><br>
SOLIGENIX, INC.		ENTERON PHARMACEUTICALS, INC.

By:	/s/ Christopher J Schaber	By:	/s/ Christopher J Schaber
Name: Christopher J. Schaber		Name: Christopher J. Schaber
Title: President and CEO		Title: President and CEO


SOLIGENIX BIOPHARMA CANADA INCORPORATED		SOLIGENIX UK LIMITED
By:	/s/ Christopher J Schaber	By:	/s/ Christopher J Schaber
Name: Christopher J. Schaber		Name: Christopher J. Schaber
Title: President and CEO		Title: President and CEO


SOLIGENIX NE B.V.		SOLIGENIX BIOPHARMA HI, INC.
By:	/s/ Christopher J Schaber	By:	/s/ Christopher J Schaber
Name: Christopher J. Schaber		Name: Christopher J. Schaber
Title: President and CEO		Title: President and CEO