Soligenix Announces Partial Adjournment of Annual Meeting and Information for Reconvened Annual Meeting

Rhea-AI Summary

Soligenix, Inc. announced the partial adjournment of its 2022 Annual Meeting of Stockholders, originally held on September 22, 2022, to solicit additional votes for Proposal 2: increasing authorized shares from 75 million to 125 million. The reconvened meeting is scheduled for October 19, 2022. The Board believes that increasing shares is crucial for efficient operations, especially as the company progresses towards filing a new drug application for HyBryte™. Stockholders are encouraged to vote by October 18, 2022, to influence the outcome of the proposal.

Positive

• Approval of four proposals at the Annual Meeting indicates strong support from stockholders.
• The proposed increase in authorized shares aims to attract quality personnel and support ongoing business operations.

Negative

• The need to adjourn the meeting suggests potential voter apathy or opposition to the share increase proposal.

        - Meeting adjourned to October 19, 2022, at 9:00 a.m., Eastern Time

- Soligenix encourages all stockholders of record at the close of business on July 25, 2022 who have not yet voted, to vote by 11:59 p.m., Eastern Time on October 18, 2022

PRINCETON, N.J., Sept. 23, 2022 /PRNewswire/ -- Soligenix, Inc. (Nasdaq: SNGX) (Soligenix or the Company), a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need, announced today that its 2022 Annual Meeting of Stockholders (the "Annual Meeting") scheduled for and convened on September 22, 2022 has been partially adjourned for the purpose of soliciting additional votes with respect to Proposal 2, the approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 125,000,000, as set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on August 5, 2022 (the "Proxy Statement").

A quorum was present at the Annual Meeting, and Proposals One (the election of five directors), Three (the approval of the amendment to the 2015 Equity Incentive Plan), Four (the advisory vote on executive compensation), and Five (the ratification of the appointment of EisnerAmper LLP), set forth in the Proxy Statement, received the requisite votes for approval.

The Annual Meeting will be reconvened solely with respect to Proposal 2 on October 19, 2022 at 9:00 a.m. Eastern Time and will continue to be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/sngx2022. 

The record date for determination of stockholders entitled to vote at the reconvened Annual Meeting remains the close of business on July 25, 2022. Any proxies previously submitted by such holders with respect to Proposal 2 will continue to be counted. Such holders need not submit a new proxy for their votes to be counted. Such holders may revoke their proxies as set forth in the Proxy Statement.

Stockholders as of close of business on July 25, 2022, the record date for the Annual Meeting, who have not yet voted are encouraged to vote as soon as possible via the Internet at www.proxyvote.com (have proxy card available). Stockholders who need assistance voting or have questions may contact the Company's proxy solicitation firm, Alliance Advisors, LLC, at 1-833-782-7145 or SNGX@allianceadvisors.com.

The Company's Board of Directors believes that the proposed increase in the number of shares available for issuance under the Certificate of Incorporation is critical to continue to operate the business efficiently.  As the Company remains on track to file the new drug application for HyBryte™ in the fourth quarter and continues to build towards a commercial launch of HyBryte™ in the U.S., the use of equity awards in the form of stock options as a component of employee compensation will be important to attract quality personnel that give the Company the highest probability of continued success. 

Important Information

This material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held on October 19, 2022. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on August 5, 2022. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. The definitive proxy statement was made available to shareholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company's proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at sec.gov or the Company's website https://ir.soligenix.com/sec-filings.

About Soligenix, Inc.

Soligenix is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. Our Specialized BioTherapeutics business segment is developing and moving toward potential commercialization of HyBryte™ (SGX301 or synthetic hypericin) as a novel photodynamic therapy utilizing safe visible light for the treatment of cutaneous T-cell lymphoma (CTCL). With a successful Phase 3 study completed, regulatory approval is being sought and commercialization activities for this product candidate are being advanced initially in the U.S. Development programs in this business segment also include expansion of synthetic hypericin (SGX302) into psoriasis, our first-in-class innate defense regulator (IDR) technology, dusquetide (SGX942) for the treatment of inflammatory diseases, including oral mucositis in head and neck cancer, and proprietary formulations of oral beclomethasone 17,21-dipropionate (BDP) for the prevention/treatment of gastrointestinal (GI) disorders characterized by severe inflammation including pediatric Crohn's disease (SGX203).

Our Public Health Solutions business segment includes active development programs for RiVax^®, our ricin toxin vaccine candidate, and SGX943, our therapeutic candidate for antibiotic resistant and emerging infectious disease, and our vaccine programs targeting filoviruses (such as Marburg and Ebola) and CiVax™, our vaccine candidate for the prevention of COVID-19 (caused by SARS-CoV-2). The development of our vaccine programs incorporates the use of our proprietary heat stabilization platform technology, known as ThermoVax^®. To date, this business segment has been supported with government grant and contract funding from the National Institute of Allergy and Infectious Diseases (NIAID), the Defense Threat Reduction Agency (DTRA) and the Biomedical Advanced Research and Development Authority (BARDA).

For further information regarding Soligenix, Inc., please visit the Company's website at https://www.soligenix.com and follow us on LinkedIn and Twitter at @Soligenix_Inc 

This press release may contain forward-looking statements that reflect Soligenix, Inc.'s current expectations about its future results, performance, prospects and opportunities, including but not limited to, potential market sizes, patient populations and clinical trial enrollment. Statements that are not historical facts, such as "anticipates," "estimates," "believes," "hopes," "intends," "plans," "expects," "goal," "may," "suggest," "will," "potential," 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, such as experienced with the COVID-19 outbreak. Soligenix cannot assure you that it will be able to successfully develop, achieve regulatory approval for or commercialize products based on its technologies, particularly in light of the significant uncertainty inherent in developing therapeutics and vaccines against bioterror threats, conducting preclinical and clinical trials of therapeutics and vaccines, obtaining regulatory approvals and manufacturing therapeutics and vaccines, 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 funding to support product development and commercialization efforts, including grants and awards, maintain its existing grants which are subject to performance requirements, enter into any biodefense procurement contracts with the U.S. Government or other countries, that it will be able to compete with larger and better financed competitors in the biotechnology industry, that changes in health care practice, third party reimbursement limitations and Federal and/or state health care reform initiatives will not negatively affect its business, or that the U.S. Congress may not pass any legislation that would provide additional funding for the Project BioShield program. In addition, there can be no assurance as to the timing or success of any of its clinical/preclinical trials. Despite the statistically significant result achieved in the HyBryte™ (SGX301) Phase 3 clinical trial for the treatment of cutaneous T-cell lymphoma, there can be no assurance that a marketing authorization from the FDA or EMA will be successful. Notwithstanding the result in the HyBryte™ (SGX301) Phase 3 clinical trial for the treatment of cutaneous T-cell lymphoma and the Phase 1/2 proof-of-concept clinical trial of SGX302 for the treatment of psoriasis, there can be no assurance as to the timing or success of the clinical trials of SGX302 for the treatment of psoriasis. Further, there can be no assurance that RiVax^® will qualify for a biodefense Priority Review Voucher (PRV) or that the prior sales of PRVs will be indicative of any potential sales price for a PRV for RiVax^®. Also, no assurance can be provided that the Company will receive or continue to receive non-dilutive government funding from grants and contracts that have been or may be awarded or for which the Company will apply in the future. These and other risk factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, Soligenix's 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.

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SOURCE Soligenix, Inc.

FAQ

What is the purpose of the reconvened Annual Meeting for Soligenix (SNGX) on October 19, 2022?

The reconvened Annual Meeting is to solicit additional votes on Proposal 2 for increasing authorized shares from 75 million to 125 million.

When is the deadline for Soligenix stockholders to vote regarding the Annual Meeting?

Stockholders are encouraged to vote by 11:59 p.m. Eastern Time on October 18, 2022.

What proposals were approved during the initial Annual Meeting of Soligenix (SNGX)?

Proposals for the election of directors, approval of the equity incentive plan amendment, advisory vote on executive compensation, and ratification of auditors were approved.

Why does Soligenix (SNGX) need to increase its authorized shares?

The increase is deemed critical to attract quality personnel through equity awards and support efficient business operations.

What is the significance of HyBryte™ for Soligenix (SNGX)?

HyBryte™ is a product candidate for cutaneous T-cell lymphoma, and the company is on track to file a new drug application in the fourth quarter of 2022.