Form 8-K

8-K — SOLIGENIX, INC.

Accession: 0001104659-26-109329

Filed: 2026-09-21

Period: 2026-09-17

CIK: 0000812796

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — sngx-20260917x8k.htm (Primary)

EX-3.1 (sngx-20260917xex3d1.htm)

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8-K

8-K (Primary)

Filename: sngx-20260917x8k.htm · Sequence: 1

Soligenix, Inc._September 17, 2026

0000812796false--12-31DE00008127962026-09-172026-09-17

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 17, 2026

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

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

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.

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As described below in Item 5.07, on September 17, 2026, Soligenix, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which the 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 75,000,000 to 125,000,000. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on September 17, 2026. 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 September 17, 2026, at the Annual Meeting, the following seven items were voted upon:

Proposal 1 – Election of Directors:

The following five nominees were elected as directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, by votes as follows:

Name

For

Withheld

Christopher J. Schaber, PhD

2,819,961

319,789

Gregg A. Lapointe, CPA, MBA

2,844,872

294,878

Diane L. Parks, MBA

2,844,499

295,251

Robert J. Rubin, MD

2,846,498

293,252

Jerome B. Zeldis, MD, PhD

2,845,304

294,446

There were 7,470,895 broker non-votes in the election of directors.

Proposal 2 – Reverse Stock Split Proposal:

The proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect a reverse stock split with respect to the issued and outstanding Common Stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board of Directors and included in a public announcement was approved, and the votes were as follows:

For

Against

Abstain

8,068,017

2,273,350

269,278

There were no broker non-votes on this proposal.

Proposal 3 – Authorized Shares Proposal:

The proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock from 75,000,000 to 125,000,000 was approved, and the votes were as follows:

For

Against

Abstain

8,214,549

1,877,014

519,082

There were no broker non-votes on this proposal.

Proposal 4 – Advisory Vote on Executive Compensation:

The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2026 proxy statement was approved, and the votes were as follows:

For

Against

Abstain

2,658,319

416,320

65,111

There were 7,470,895 broker non-votes on this proposal.

Proposal 5 – Advisory Vote on Frequency of an Advisory Vote on Executive Compensation:

Stockholders voted on the frequency of holding an advisory vote on executive compensation, and the votes were as follows:

1 Year

2 Years

3 Years

Abstain

2,763,157

47,777

169,698

159,118

The frequency selected by the stockholders was 1 Year. There were 7,470,895 broker non-votes on this proposal.

In light of the voting results with respect to the frequency of future advisory votes on executive compensation, and consistent with the recommendation of the Board of Directors, the Company has determined that it will hold future advisory votes on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Proposal 6 – Ratification of Independent Auditors:

The proposal to ratify the appointment of Cherry Bekaert LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026 was approved, and the votes were as follows:

For

Against

Abstain

9,833,435

414,426

362,784

There were no broker non-votes on this proposal.

Proposal 7 – Adjournment Proposal:

The proposal to approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval was approved, and the votes were as follows:

For

Against

Abstain

8,936,278

1,001,349

673,018

There were no broker non-votes on this proposal.

Item 8.01 Other Events.

On June 26, 2026, Soligenix, Inc. (the “Company”) filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.001 per share, issuable under the At Market Issuance Sales Agreement, dated January 23, 2026 (the “Sales Agreement”), with Rodman & Renshaw LLC, by an additional aggregate amount of $2,500,000. The Company previously sold approximately $6,234,000 of shares of common stock pursuant to the Sales Agreement under prior prospectus supplements covering an aggregate of up to $6,406,000 of shares of common stock. A copy of the legal opinion as to the legality of the $2,500,000 of shares of common stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

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 of Soligenix, Inc.

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.

September 21, 2026

By:

/s/ Christopher J. Schaber

Christopher J. Schaber, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

EX-3.1

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EXHIBIT 3.1

Delaware

The First State

Page 1

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SOLIGENIX, INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2026, AT 1:29 O`CLOCK P.M.

2115033 8100

SR# 20264425394

Authentication: 205160757

You may verify this certificate online at corp.delaware.gov/authver.shtml

Date: 09-17-26

CERTIFICATE OF AMENDMENT

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 one hundred twenty five million three hundred fifty thousand (125,350,000) shares, of which (a) one hundred twenty five million (125,000,000) 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 17th the day of September, 2026 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

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:29 PM 09/17/2026

FILED 01:29 PM 09/17/2026

SR 20264425394 – File Number 2115033

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Sep. 17, 2026

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