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): April 19, 2023

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 April 19, 2023, 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 (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 Amendment eliminates any prepayment premium allowing the Borrowers to prepay the outstanding principal amount at any time, plus accrued and unpaid interest, without incurring a prepayment fee, which under the Loan Agreement was 1% of the outstanding principal. The Amendment also provides that, if the Company raises $5.6 million in gross proceeds by December 31, 2023, the interest-only payment-period end-date will be extended to December 31, 2023, which under the Loan Agreement was January 1, 2023. The minimum cash covenant, which requires the Borrowers to maintain at all times a certain qualified cash balance and was previously set at $4.5 million, was reduced by the Amendment to $1.5 million. The Amendment also provides that, if the Company raises $10 million in gross proceeds by December 31, 2023, the interest-only period would be extended to June 30, 2024 and the minimum cash balance requirement would be reduced to $0.

As consideration for the Amendment, the Company (a) repaid $5.0 million of the outstanding principal (without incurring a prepayment premium), reducing the remaining outstanding principal amount to $3.0 million, and (b) reduced the conversion price with respect to the remaining principal amount under the Loan Agreement to (i) 90% of the closing price of the Company’s common stock on the day before the delivery of the conversion notice with respect to the first 588,599 shares of the Company’s common stock issuable upon conversion and (i) $1.70 with respect to all shares of the Company’s common stock issuable upon conversion in excess of the first 588,599 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 April 19, 2023.
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.

April 19, 2023	By:	/s/ Christopher J. Schaber
		Christopher J. Schaber, Ph.D.
		President and Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 10.1 FIRST AMENDMENT TO THE LOAN AGREEMENT

This First Amendment (the “First Amendment”) to the Loan and Security Agreement, dated as of April 19, 2023 (the “Agreement”), by and between Soligenix, Inc., a corporation incorporated in the State of Delaware, and each of its Subsidiaries from time to time party hereto, 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.Amendments.

2.1	Repayment.

Notwithstanding anything to the contrary set forth in Section 2.1(a) of the Agreement, Borrower shall repay to the Lenders the outstanding Initial Loan (i.e. $8,000,000) as follows:

(a)	$5,000,000 shall be repaid no later than two (2) Business Days following the date of this First Amendment. Lenders hereby waive any Prepayment Charge in connection with the repayment of this amount.

(b)

If the Borrower shall raise additional funding of $5.6 million or more between the date of this First Amendment and December 31, 2023 (the “Additional Funding”), then, notwithstanding the Event of Default referred to in Section 2.3 below, the Borrower shall be entitled to repay the $3,000,000 remaining principal balance on account of the Initial Loan in six (6) equal Quarterly installments beginning on January 1, 2024, and continuing on the first Business Day of each Quarter thereafter.

(c)

If the Borrower shall raise additional funding of $10 million (inclusive of the $5.6 million referenced above) or more between the date of this First Amendment and December 31, 2023, then, notwithstanding the Event of Default referred to in Section 2.3 below, the Borrower shall be entitled to repay the $3,000,000 remaining principal balance on account of the Initial Loan in four (4) equal Quarterly installments beginning on July 1, 2024, and continuing on the first Business Day of each Quarter thereafter.

(d)	For clarity, the entire outstanding Initial Loan principal balance and all accrued but unpaid interest hereunder shall be repaid under sections (b) and (c) above with no Prepayment Charge by April 1, 2025.

2.2	Section 7.19 of the Agreement shall be deleted and replaced as follows:

“Financial Covenants. For as long as the Term Loan remains outstanding, Borrower and its Subsidiaries who are a party to this Agreement or have executed and delivered to Agent a Joinder Agreement, shall maintain a minimum Cash balance of at least $1,500,000 in the aggregate. Notwithstanding the foregoing, in the event that the Borrower shall raise additional funding in an aggregate gross amount of at least $ 10,000,000 at any time between April 19, 2023 and December 31, 2023, this covenant to maintain a minimum Cash balance shall be terminated.

2.3	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) 90% of the closing price of the common stock of Soligenix, Inc. (Nasdaq: SNGX) on the day before the delivery of the Conversion Notice for the first 588,599 Shares issued to the Lenders pursuant to the terms of this Agreement and (b) $1.70 with respect to all Shares issued to the Lender pursuant to the terms of this Agreement in excess of the first 588,599 Shares so issued.”

2.4

Event of Default. Borrower acknowledges and agrees that the FDA’s refusal to file of the Borrower’s new drug application for HyBryte™ (synthetic hypericin sodium) in the treatment of early stage cutaneous T-cell lymphoma shall be deemed to constitute a Material Adverse Effect under the Agreement. The Lenders hereby irrevocably waive their right to execute any remedies available to them to under the Agreement in connection with the Event of Default, until December 31, 2023. Lenders further agree that if the Borrower shall raise the Additional Funding on or prior to December 31, 2023, the waiver set forth herein automatically, and without further act by Lenders, shall be extended indefinitely. If the Borrower fails to raise such Additional Funding on or prior to December 31, 2023, the Lenders shall be entitled to execute any and all rights and remedies available to the Lenders under the Agreement in connection with the Event of Default.

2.5

Conversion. Borrower and the Lenders agree to negotiate in good faith and in a timely manner the application of a portion of the Term Loan toward the purchase of at least 10% of the currently contemplated offering under the Form S-1 registration statement initially filed with the SEC on March 31, 2023 (the “Current Offering”). Notwithstanding anything contained to the contrary in the Agreement or the Registration Rights Agreement, Lenders hereby agree that (a) Lenders shall not deliver a Conversion Notice to Borrower during the six (6) month period following the closing of the Current Offering and (b) the Effectiveness Deadline (as defined in the Registration Rights Agreement) shall be extended to the later of (a) the 100th day following the closing of the Current Financing and (b) the 103^rd^ days following the date of this First Amendment.

3.Other Terms and Conditions. All other terms and conditions of the Agreement shall apply to this First Amendment. Except as amended hereby, the terms and conditions of the Agreement shall remain in full force and effect. This First 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 First Amendment and the Agreement, the terms of this First Amendment shall prevail. This First 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 First Amendment. ****

[SIGNATURE PAGE FOLLOWS]

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

<br><br><br><br><br><br><br><br><br><br>	<br><br><br><br><br><br><br><br><br><br>
PONTIFAX MEDISON FINANCE (ISRAEL) LIMITED PARTNERSHIP<br><br>/s/ Shlomo Karako<br><br>By:<br><br>Name: Shlomo Karako<br><br>Title: Partner<br><br>	PONTIFAX MEDISON FINANCE (CAYMAN) LIMITED PARTNERSHIP<br><br>/s/ Shlomo Karako<br><br>By:<br><br>Name: Shlomo Karako<br><br>Title: Partner<br><br>
PONTIFAX MEDISON FINANCE GP L.P<br><br>/s/ Shlomo Karako<br><br>By:<br><br>Name: Shlomo Karako<br><br>Title: Partner<br><br><br><br>

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

<br><br><br><br>
<br><br>BORROWER:<br><br>
SOLIGENIX, INC.<br><br><br><br>/s/ Christopher J Schaber<br><br>By:<br><br>Name: Christopher J. Schaber<br><br>Title: President and CEO	ENTERON PHARMACEUTICALS, INC.<br><br><br><br>/s/ Christopher J Schaber<br><br>By:<br><br>Name: Christopher J. Schaber<br><br>Title: President and CEO
<br><br><br><br>SOLIGENIX BIOPHARMA CANADA INCORPORATED<br><br><br><br>/s/ Christopher J Schaber<br><br>By:<br><br>Name: Christopher J. Schaber<br><br>Title: President and CEO<br><br>	<br><br><br><br>SOLIGENIX UK LIMITED<br><br><br><br>/s/ Christopher J Schaber<br><br>By:<br><br>Name: Christopher J. Schaber<br><br>Title: President and CEO
SOLIGENIX NE B.V.<br><br><br><br>/s/ Christopher J Schaber<br><br>By:<br><br>Name: Christopher J. Schaber<br><br>Title: President and CEO	SOLIGENIX BIOPHARMA HI, INC.<br><br><br><br>/s/ Christopher J Schaber<br><br>By:<br><br>Name: Christopher J. Schaber<br><br>Title: President and CEO