424B3 1 sngx-20260508x424b3.htm 424B3

Prospectus Supplement No. 1

(To Prospectus dated March 31, 2026)

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-290413

5,330,560 shares of Common Stock Underlying Previously Issued Common Warrants

This Prospectus Supplement No. 1 (this “Prospectus Supplement”) supplements the prospectus dated March 31, 2026 (the “Final Prospectus”), relating to the offer and sale by us of 5,330,560 shares of common stock underlying common warrants previously issued by us.

This Prospectus Supplement contains the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 that we filed with the U.S. Securities and Exchange Commission on May 8, 2026. This Prospectus Supplement should be read in conjunction with, and may not be utilized without, the Final Prospectus, which is to be delivered with this Prospectus Supplement. This Prospectus Supplement is qualified by reference to the Final Prospectus except to the extent that the information in this Prospectus Supplement updates and supersedes the information contained in the Final Prospectus, including any supplements or amendments thereto.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus Supplement No. 1 dated May 8, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-14778

SOLIGENIX, INC.

(Exact name of registrant as specified in its charter)


DELAWARE		41-1505029
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)


29 EMMONS DRIVE, SUITE B-10 PRINCETON, NJ		08540
(Address of principal executive offices)		(Zip Code)

(609) 538-8200

(Registrant’s telephone number, including area code)

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 whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, 14,824,174 shares of the registrant’s common stock (par value, $.001 per share) were outstanding.

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SOLIGENIX, INC.

Index

		Description		Page

Part I		FINANCIAL INFORMATION		1

Item 1		Condensed Consolidated Financial Statements (unaudited)		1
		Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		1
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025		2
		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025		3
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025		4
		Notes to Condensed Consolidated Financial Statements		5
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3		Quantitative and Qualitative Disclosures About Market Risk		40
Item 4		Controls and Procedures		40

Part II		OTHER INFORMATION		41

Item 1		Legal Proceedings		41
Item 1A		Risk Factors		41
Item 2		Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 5		Other Information		43
Item 6		Exhibits		43

SIGNATURES				44

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PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Soligenix, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


		March 31,			December 31,
		2026			2025
Assets		(unaudited)
Current assets:
Cash and cash equivalents		$	6,029,430		$	7,936,153
Deferred issuance cost			98,717			18,543
Prepaid expenses and other current assets			437,101			894,311
Total current assets			6,565,248			8,849,007
Security deposit			22,777			22,777
Furniture and equipment, net			7,675			8,772
Right-of-use lease assets			326,940			354,965
Total assets		$	6,922,640		$	9,235,521

Liabilities and shareholders' equity
Current liabilities:
Accounts payable		$	828,658		$	1,115,497
Accrued expenses			2,630,416			1,981,630
Accrued compensation			43,001			488,125
Lease liabilities, current			117,235			114,023
Total current liabilities			3,619,310			3,699,275
Non-current liabilities:
Lease liabilities, net of current portion			213,425			244,121
Total liabilities			3,832,735			3,943,396

Commitments and contingencies (Note 5)

Shareholders’ equity:
Preferred stock, 350,000 shares authorized; none issued or outstanding at March 31, 2026 and December 31, 2025			—			—
Common stock, $0.001 par value; 75,000,000 shares authorized; 10,518,269 and 10,086,130 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively			10,518			10,086
Additional paid-in capital			250,909,695			250,287,382
Accumulated other comprehensive income			45,789			45,789
Accumulated deficit			(247,876,097)			(245,051,132)
Total shareholders’ equity			3,089,905			5,292,125
Total liabilities and shareholders’ equity		$	6,922,640		$	9,235,521

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Soligenix, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)


		Three Months Ended
		March 31,
		2026		2025
Revenues:
Grant revenue		$	—	$	—
Total revenues			—		—
Cost of revenues			—		—
Gross profit			—		—
Operating expenses:
Research and development			1,782,300		1,941,680
General and administrative			1,102,538		1,084,828
Total operating expenses			2,884,838		3,026,508
Loss from operations			(2,884,838)		(3,026,508)
Other income (expense):
Foreign currency transaction loss			(1,516)		(788)
Interest income, net			61,389		76,028
Total other income			59,873		75,240
Net loss applicable to common stockholders		$	(2,824,965)	$	(2,951,268)
Basic and diluted net loss per share		$	(0.28)	$	(0.97)
Basic and diluted weighted average common shares outstanding			10,164,898		3,049,625

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Soligenix, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)


							Accumulated
					Additional		Other
		Common Stock			Paid–In		Comprehensive		Accumulated
		Shares	Par Value		Capital		Income		Deficit		Total
Balance, December 31, 2025		10,086,130	$	10,086	$	250,287,382	$	45,789	$	(245,051,132)	$	5,292,125
Issuance of common stock pursuant to At Market Issuance Sales Agreement		423,799		424		508,853		—		—		509,277
Issuance costs associated with sales of common stock pursuant to At Market Issuance Sales Agreement		—		—		(17,742)		—		—		(17,742)
Issuance of common stock to vendors		8,340		8		9,994		—		—		10,002
Share-based compensation expense		—		—		121,208		—		—		121,208
Net loss		—		—		—		—		(2,824,965)		(2,824,965)
Balance, March 31, 2026		10,518,269	$	10,518	$	250,909,695	$	45,789	$	(247,876,097)	$	3,089,905


							Accumulated
					Additional		Other
		Common Stock			Paid–In		Comprehensive		Accumulated
		Shares	Par Value		Capital		Income		Deficit		Total
Balance, December 31, 2024		2,514,499	$	2,514	$	238,040,520	$	45,789	$	(233,970,752)	$	4,118,071
Issuance of common stock pursuant to At Market Issuance Sales Agreement		657,147		657		2,696,885		—		—		2,697,542
Issuance costs associated with sales of common stock pursuant to At Market Issuance Sales Agreement		—		—		(60,011)		—		—		(60,011)
Issuance of common stock to vendors		12,346		12		29,988		—		—		30,000
Share-based compensation expense		—		—		63,599		—		—		63,599
Net loss		—		—		—		—		(2,951,268)		(2,951,268)
Balance, March 31, 2025		3,183,992	$	3,183	$	240,770,981	$	45,789	$	(236,922,020)	$	3,897,933

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Soligenix, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)


		2026		2025
Operating activities:
Net loss		$	(2,824,965)	$	(2,951,268)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation			1,098		608
Non-cash lease expense			28,025		31,867
Share-based compensation			121,208		63,599
Issuance of common stock to vendors for services			10,002		30,000
Change in operating assets and liabilities:
Prepaid expenses and other current assets			457,210		605,534
Operating lease liability			(27,484)		(32,737)
Accounts payable and accrued expenses			322,307		691,290
Accrued compensation			(445,124)		(285,905)
Net cash flows from operating activities			(2,357,723)		(1,847,012)

Financing activities:
Proceeds from issuance of common stock pursuant to At Market Issuance Sales Agreement			509,277		2,697,542
Costs associated with At Market Issuance Sales Agreement			(58,277)		—
Convertible debt repayments			—		(1,372,873)
Net cash flows from financing activities			451,000		1,324,669
Net decrease in cash and cash equivalents			(1,906,723)		(522,343)
Cash and cash equivalents at beginning of period			7,936,153		7,819,514
Cash and cash equivalents at end of period		$	6,029,430	$	7,297,171
Supplemental information:
Cash paid for state income taxes		$	900	$	56,169
Cash paid for interest		$	—	$	35,044
Cash paid for lease liabilities:
Operating lease		$	34,875	$	34,875
Non-cash investing and financing activities:
Deferred issuance cost in accounts payable		$	39,639	$	—
Deferred issuance cost reclassified to additional paid-in capital		$	17,742	$	60,011

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Soligenix, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Nature of Business

Basis of Presentation

Soligenix, Inc. (the “Company”) is a biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: Specialized BioTherapeutics and Public Health Solutions.

The Company’s Specialized BioTherapeutics business segment is developing synthetic hypericin for the treatment of psoriasis (SGX302), and the Company’s first-in-class Innate Defense Regulator technology, dusquetide, for the treatment of inflammatory diseases, including aphthous ulcers in Behçet’s Disease (“BD”) (SGX945) and oral mucositis in head and neck cancer (SGX942). The Company is developing HyBryte™ (a proposed proprietary name of SGX301 or synthetic hypericin sodium), a photodynamic therapy utilizing topical synthetic hypericin activated with visible light, for the treatment of cutaneous T-cell lymphoma (“CTCL”) in a Phase 3 study called “FLASH2” (Fluorescent Light Activated Synthetic Hypericin 2). The Data Monitoring Committee completed its interim efficacy analysis of the FLASH2 trial during April 2026, and under the terms of the interim analysis, the study was recommended to halt for futility. The Company is in the process of analyzing the data to better determine why the study did not meet expectations.

The Company’s Public Health Solutions business segment includes development programs for (i) RiVax^®, a ricin toxin vaccine candidate, and (ii) various vaccine programs, including a program targeting filoviruses (such as Marburg virus (“MARV”) and Ebola virus (“EBOV”)) and CiVax™, a vaccine candidate for the prevention of COVID-19 (caused by SARS-CoV-2). The development of the vaccine programs incorporates the use of the Company’s 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 Biomedical Advanced Research and Development Authority and the Defense Threat Reduction Agency.

The Company primarily generates revenues under government grants and contracts. The Company was awarded a subcontract that originally provided for approximately $1.1 million from a U.S. Food and Drug Administration (“FDA”) Orphan Products Development grant over four years for an expanded study of HyBryte™ in the treatment of CTCL. The Company will continue to apply for additional government funding.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with the FDA regulations, and other regulatory authorities, litigation, and product liability.

Results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for the full year.

Liquidity

The Company has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. As of March 31, 2026, the Company had an accumulated deficit of $247,876,097 and working capital of $2,945,938. For the three months ended March 31, 2026, the Company incurred a net loss of $2,824,965 and used $2,357,723 of cash in operating activities. The Company expects to continue generating losses in the foreseeable future, and its liquidity needs will depend largely on budgeted operational expenditures related to the advancement of its product candidates.

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Based on the Company’s operating budget, current rate of cash outflows, and cash on hand, management believes that the Company has cash runway to support development activities, business operations, and meet its obligations into 2027. However, as of the date of this filing, the Company does not have sufficient cash and cash equivalents to fund operations for at least 12 months. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

To mitigate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, the Company’s plans include securing:

●

additional capital, potentially through a combination of public or private equity offerings and strategic transactions, including potential alliances and drug product collaborations;

●

additional proceeds from government contract and grant programs; and

●

additional proceeds from at-the-market (“ATM”) sales of shares of the Company’s common stock via an At Market Issuance Sales Agreement (“Rodman Sales Agreement”) with Rodman & Renshaw LLC (“Rodman”).

In January 2026, the Company entered into the Rodman Sales Agreement (see Note 4 – Shareholders’ Equity) to sell shares of the Company’s common stock from time to time, through ATM sales. The Rodman Sales Agreement provides for the offer and sale of shares of common stock having aggregate potential gross proceeds of up to approximately $3.5 million. The Company has up to approximately $0.8 million of potential gross proceeds capacity remaining from the Rodman Sales Agreement as of May 1, 2026 under the prospectus supplement dated January 23, 2026.

While the Rodman Sales Agreement is in place, none of the other funding alternatives are currently committed. There is no assurance that the Company will be successful in securing sufficient financing on acceptable terms, if at all, to continue operations, enter into strategic transactions that provide the necessary capital, or implement other strategies to mitigate the substantial doubt about its ability to continue as a going concern. Failure to obtain adequate capital when needed may force the Company to delay, reduce, or eliminate business development efforts, negatively impacting its ability to achieve its objectives, remain competitive, and maintain its financial condition and operating results.

Additionally, macroeconomic and geopolitical uncertainties may further restrict access to capital, exacerbating liquidity challenges. Furthermore, concerns regarding the Company’s ability to continue as a going concern could negatively impact relationships with business partners, vendors, and other stakeholders.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s plans with respect to its liquidity management include, but are not limited to, the following:

●

The Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies. However, there can be no assurance that the Company will obtain additional governmental grant funding.

●

The Company will continue to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners.

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●

The Company will continue to pursue Net Operating Loss (“NOL”) sales in the state of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program, if the program remains available and the Company remains eligible.

●

The Company plans to pursue potential partnerships for pipeline programs as well as continue to explore merger and acquisition strategies. However, there can be no assurances that the Company can consummate such transactions.

●

The Company is currently evaluating additional equity/royalty/debt financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing.

Business Strategy Overview

Management’s business strategy can be outlined as follows:

●

Pursue business development opportunities for pipeline programs, as well as explore all strategic alternatives, including but not limited to merger/acquisition strategies.

●

Acquire or in-license new clinical-stage compounds for development, as well as evaluate new indications with existing pipeline compounds for development.

●

Expand development of synthetic hypericin under the research name SGX302 into psoriasis with the conduct of a Phase 2a clinical trial, following positive proof-of-concept demonstrated in a small Phase 1/2 pilot study in mild-to-moderate psoriasis patients.

●

Expand development of dusquetide under the research name SGX945 into BD by conducting a Phase 2 clinical trial, where previous studies with dusquetide in BD have validated the biologic activity in aphthous ulcers in BD.

●

Following feedback from the United Kingdom (“UK”) Medicines and Healthcare products Regulatory Agency (“MHRA”) that a second Phase 3 clinical trial of SGX942 (dusquetide) in the treatment of oral mucositis would be required to support a marketing authorization, design a second study and attempt to identify a potential partner(s) to continue this development program.

●

Continue development of the Company’s heat stabilization platform technology, ThermoVax^®, in combination with its programs for RiVax^® (ricin toxin vaccine), and filovirus vaccines (targeting EBOV, Sudan virus, and MARV and multivalent combinations), with United States (“U.S.”) government or non-governmental organization funding support.

●

Continue to apply for additional government funding for each of our Specialized BioTherapeutics and Public Health Solutions programs through grants, contracts and/or procurements.

Note 2. Summary of Significant Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements requires management to make estimates and assumptions such as the fair value of warrants and stock options and to accrue for clinical trials in process that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

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Principles of Consolidation

The condensed consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation.

Operating Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: Specialized BioTherapeutics and Public Health Solutions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Impairment of Long-Lived Assets

Furniture and equipment and right of use assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company did not record any impairment of long-lived assets for the three months ended March 31, 2026 and 2025.

Fair Value of Financial Instruments

Fair Value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2026. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

Fair Value valuation techniques include a three-level hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

●

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from

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observable data or are supported by observable levels at which transactions are executed in the marketplace.

●

Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments.

Deferred Issuance Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred issuance costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of additional paid-in capital generated as a result of the issuance.

Research and Development Costs

Research and development costs are charged to expense when incurred in accordance with applicable accounting guidance. Research and development includes costs such as clinical trial expenses, contracted research and license agreement fees with no alternative future use, supplies and materials, salaries, share-based compensation, employee benefits, equipment depreciation and allocation of various corporate costs.

Share-Based Compensation

Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees generally vest 25% on the grant date, then 25% each subsequent year for a period of three years. These options have a ten-year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board.

From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) and 2015 Equity Incentive Plan (the “2015 Plan”). The 2025 Plan and 2015 Plan provide for the grant of stock options, restricted stock, deferred stock and unrestricted stock to the Company’s employees and non-employees (including consultants). The shares issued under the 2025 Plan and the 2015 Plan are registered on Form S-8. Stock compensation expense for equity-classified awards to non-employees is measured on the date of grant and is recognized when the services are performed.

There were no options issued during the three months ended March 31, 2026 or 2025.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification Topic 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease and

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whether the lease is classified as an operating lease or finance lease. The Company recognizes a right-of-use asset and a corresponding lease liability at the lease commencement date for all leases with a term greater than twelve months. Lease liabilities are measured at the present value of future lease payments, discounted using the interest rate implicit in the lease when readily determinable. If the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The lease term includes the noncancelable period of the lease together with periods covered by renewal options that the Company is reasonably certain to exercise and periods covered by termination options that the Company is reasonably certain not to exercise. The Company recognizes operating lease expense on a straight-line basis over the lease term which is included in operating expenses in the accompanying condensed consolidated statements of operations.

Foreign Currency Transactions

The Company recognizes foreign currency-related transaction gains or losses as a component of net loss when incurred. Such transaction-related foreign currency gains or losses were de minimis for the three months ended March 31, 2026 and 2025.

Loss Per Share

Basic earnings per share (“EPS”) is computed by dividing loss applicable to common stockholders by the weighted-average number of common shares outstanding for the period.

The following table summarizes outstanding instruments which were not included in the computation of diluted EPS as to do so would have been antidilutive:


		As of March 31,
		2026		2025
Common stock purchase warrants		6,798,141		1,467,581
Stock options		892,699		229,919
Total		7,690,840		1,697,500

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Note 3. Accrued Expenses

The following is a summary of the Company’s accrued expenses:


	March 31,		December 31,
	2026		2025
Clinical trial expenses	$	2,239,522	$	1,709,542
Other		390,894		272,088
Total	$	2,630,416	$	1,981,630

Note 4. Shareholders’ Equity

Common Stock

Common stock transactions for the three months ended March 31, 2026 are as follows:

●

The Company sold 423,799 shares of common stock pursuant to the Rodman Sales Agreement at a weighted average price of $1.24 per share.

●

The Company issued vendors 8,340 shares of common stock with a weighted average fair value of $1.20 per share.

From April 1, 2026 through May 1, 2026, the Company issued 4,301,557 shares of common stock pursuant to the Rodman Sales Agreement with a weighted average fair value of $0.50 per share.

The issuance of the Company’s common stock to the vendors described above was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The recipients are knowledgeable, sophisticated and experienced in making investment decisions of this kind and received adequate information about the Company or had adequate access to information about the Company. Each vendor represented to the Company that the vendor is not a “consultant” for purposes of Nasdaq Listing Rule 5635(c). The issuance of the Company’s common stock pursuant to the Rodman Sales Agreement described above was registered on a Registration Statement on Form S-3.

Rodman At Market Issuance Sales Agreement

In January 2026, the Company entered into the Rodman Sales Agreement to sell shares of the Company’s common stock from time to time, through ATM sales. In connection with the sale of shares via the ATM facility, the Company determines, among other things, the number of shares to be issued, the time period during which sales may be requested to be made, limitation on the number of shares that may be sold on any one trading day, and any minimum price below which sales may not be made. Pursuant to the terms, Rodman is entitled to compensation for its services in an amount up to 3% of the gross proceeds from the sale of shares under the ATM facility. The Company has no obligation to sell any shares under the ATM facility and may suspend solicitation and offers at any time. The ATM facility may be terminated by the Company or Rodman upon notice, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The ATM facility will terminate upon the earliest of (a) December 15, 2026, (b) the sale of all of the shares of common stock subject to the ATM facility, (c) the termination of the Rodman Sales Agreement as permitted therein, or (d) the mutual agreement of the parties.

The Rodman Sales Agreement provides for the offer and sale of shares of common stock having aggregate potential gross proceeds of up to approximately $3.5 million. The Company has up to approximately $0.8 million of potential gross proceeds capacity remaining from the Rodman Sales Agreement as of May 1, 2026 under the prospectus supplement dated January 23, 2026.

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Note 5. Commitments and Contingencies

Licenses and Royalties

The Company has licensing fee commitments of approximately $230,000 as of March 31, 2026 over the next five years for several licensing agreements with partners and universities. Additionally, the Company is party to other agreements which include cash milestone payments, royalties and other fees payable, which are all contingent upon clinical or commercialization success. There can be no assurance that clinical or commercialization success will occur.

Pursuant to an agreement with Hy Biopharma, Inc. (“Hy Biopharma”), the Company is obligated to pay Hy Biopharma a success-oriented milestone of $5 million in the event FDA approval is attained. Such payment will be payable in restricted securities of the Company provided such number of shares does not exceed 19.9% ownership of the Company’s outstanding stock. As of March 31, 2026, no other milestone or royalty payments have been paid or accrued.

Leases

Pursuant to an amendment in May 2025, the Company’s office lease has been extended through October 2028. The current monthly rent is $11,625 through October 2026 and increases to $11,883 in November 2026 and to $12,142 in November 2027 where it remains until expiration.

As a result of the above agreements, the Company has the following contractual obligations:


	Research and
Year	Development			Leases			Total
2026	$	46,000		$	105,142		$	151,142
2027		46,000			143,117			189,117
2028		46,000			121,416			167,416
2029		46,000			—			46,000
2030		46,000			—			46,000
Total	$	230,000		$	369,675		$	599,675

Note 6. Operating Segments

The Company operates in two reportable segments:

●

Specialized BioTherapeutics – Focuses on developing and commercializing products for orphan diseases and areas of unmet medical need in oncology and inflammation.

●

Public Health Solutions – Concentrates on vaccines and therapeutics for biodefense and infectious diseases.

The Company’s CODM evaluates segment performance and allocates resources primarily based on the ability of the Specialized BioTherapeutics segment to advance its product development pipeline through a combination of government grants and contracts as well as shareholder investment. This segment represents the Company’s primary focus and strategic priority.

In contrast, the Public Health Solutions segment is fully funded by government sources, with no investor capital used. The ability of this segment to secure government grants and contracts is a key determinant of its sustainability and its contribution to the Company’s overall financial position. Funding from Public Health Solutions enables the Company to cover employee salaries, allocate funds to certain overhead costs such as rent and utilities, and supplement working capital.

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Secondary to this, the CODM considers Adjusted Loss from Operations, which excludes non-cash share-based compensation and depreciation/amortization from operating expenses (R&D and G&A), and Net Loss Before Income Taxes, which incorporates these costs along with other income and expenses.

Segment Revenues and Loss

The following table presents the revenues, significant expenses, and operating results of the Company's reportable segments for the three months ended March 31, 2026:

Specialized
BioTherapeutics

Public Health
Solutions

Corporate

Adjustments

Consolidated

Revenues

Cost of revenues

Gross profit

Significant expenses:

Research and development

1,645,097

2,550

89,414

45,239

1,782,300

General and administrative

1,025,471

77,067

1,102,538

Adjusted loss from operations

(1,645,097)

(2,550)

(1,114,885)

(122,306)

(2,884,838)

Share-based compensation

44,470

76,738

(121,208)

Depreciation and amortization

659

110

329

(1,098)

Loss from operations

(1,690,226)

(2,660)

(1,191,952)

(2,884,838)

Other income, net

SEC Form 424B3 filed by Soligenix Inc.