SEC Form DEF 14A filed by Soligenix Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement.

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement.

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Definitive Additional Materials.

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Soliciting Material Pursuant to §240.14a-12

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SOLIGENIX, INC.

(Name of Registrant as Specified in Its Charter)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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May 5, 2025​

As we reflect on the past year and look ahead to the future, I want to express our sincere appreciation for your continued support and trust in Soligenix. This has been a year of resilience, innovation, and meaningful progress as we remain steadfast in our mission to develop and deliver life-saving therapies for patients with rare diseases and unmet medical needs.

Over the past year, we have advanced multiple clinical programs while maintaining fiscal discipline. Building upon the positive results already demonstrated in our Phase 3 FLASH (Fluorescent Light Activated Synthetic Hypericin) study, we have defined a feasible and highly executable trial design for the second confirmatory Phase 3 clinical trial to support potential marketing approval. This confirmatory study, called FLASH2, replicates the double-blind, placebo-controlled design used in the successful first Phase 3 FLASH study. We anticipate being able to accelerate enrollment in support of this 80-patient study where we are confident we can demonstrate HyBryte’s™ statistically significant increased effect over a more prolonged, “real world” treatment course. In addition, we are actively enrolling patients in two Phase 2a clinical trials — SGX302 (synthetic hypericin) for the treatment of mild to moderate psoriasis and SGX945 (dusquetide) for the treatment of aphthous ulcers in Behçet’s disease — both of which are anticipated to provide top-line results in the 2nd half of this year.

In support of these efforts, our director nominees represent a broad range of backgrounds and expertise. We believe our diversity of experiences, perspectives, and skills contributes to the Board of Directors’ effectiveness in managing risk and providing guidance that positions the Company for long-term success. Of our five directors, four are independent, which includes all committee members.

This Proxy Statement contains details of the business to be conducted during the Annual Meeting and describes our corporate governance policies and practices. In addition to communicating information and our perspectives, we believe in the value of listening to our stockholders. Feedback from our stockholders helps us prioritize our efforts and enhance our transparency.

Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted during the meeting. We urge you to vote promptly and submit your proxy (1) via the Internet (2) by telephone or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

The coming year is poised to be transformational. We anticipate key clinical milestones that could bring us closer to delivering meaningful solutions to patients. Our team remains focused on executing our development plans with rigor and integrity, always guided by our commitment to scientific excellence and patient care.

On behalf of the Board of Directors and the entire Soligenix team, thank you for your ongoing belief in our mission and our future. We are excited about the road ahead and are grateful to have you with us on this journey.

Sincerely,

Christopher J. Schaber, PhD
Chairman of the Board of Directors, President and Chief Executive Officer

The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

Admittance to the virtual meeting will be limited to stockholders. The Board of Directors has fixed the close of business on April 21, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the meeting. A list of stockholders eligible to vote at the meeting will be available for inspection for a period of 10 days prior to the meeting, during regular business hours, at our corporate headquarters. If you want to inspect the stockholder list prior to the meeting, please call our Corporate Secretary at (609) 538-8200 to schedule an appointment. In addition, the list of stockholders also will be available during the Annual Meeting through the meeting website for stockholders who choose to attend.

You will need to have your 16-Digit Control Number included on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting.

By Order of the Board of Directors,

Christopher J. Schaber, PhD
President and Chief Executive Officer

Princeton, New Jersey
May 5, 2025

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward- looking statements, whether because of new information, future events, or otherwise.

​	Proxy Guide	​	​	​	​	1	​	​
​	About Us	​	​	​	​	1	​	​
​	Voting Guide	​	​	​	​	2	​	​
​	Director Nominee Highlights	​	​	​	​	4	​	​
​	Proxy Statement	​	​	​	​	5	​	​
​	Proposal 1  – Election of Directors	​	​	​	​	8	​	​
​	Director Nominees	​	​	​	​	9	​	​
​	Corporate Governance	​	​	​	​	12	​	​
​	Code of Ethics	​	​	​	​	12	​	​
​	Committees of the Board of Directors	​	​	​	​	12	​	​
​	Board Leadership Structure	​	​	​	​	14	​	​
​	Director Independence	​	​	​	​	14	​	​
​	Environmental, Social and Governance	​	​	​	​	14	​	​
​	Diversity Considerations in Identifying Director Nominees	​	​	​	​	16	​	​
​	Risk Oversight	​	​	​	​	16	​	​
​	Insider Trading Policy	​	​	​	​	17	​	​
​	Incentive Compensation Recoupment Policy	​	​	​	​	18	​	​
​	Report of the Audit Committee of the Board of Directors	​	​	​	​	19	​	​
​	Proposal 2  – Approval of the 2025 Equity Incentive Plan	​	​	​	​	20	​	​
​	Proposal 3  – Advisory Vote on Executive Compensation	​	​	​	​	25	​	​
​	Proposal 4  – Ratification of Independent Auditors	​	​	​	​	27	​	​
​	Proposal 5  – Adjournment Proposal	​	​	​	​	29	​	​
​	Security Ownership of Principal Stockholders and Management	​	​	​	​	30	​	​
​	Equity Compensation Plan Information	​	​	​	​	32	​	​
​	Executive Officers	​	​	​	​	33	​	​
​	Executive Compensation	​	​	​	​	35	​	​
​	Overview of 2024 Executive Compensation Program	​	​	​	​	35	​	​
​	Executive Compensation Review	​	​	​	​	35	​	​
​	Summary Compensation	​	​	​	​	36	​	​
​	Employment and Severance Agreements	​	​	​	​	36	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	39	​	​
​	Pay Versus Performance	​	​	​	​	40	​	​
​	Compensation of Directors	​	​	​	​	42	​	​
​	Consideration and Determination of Executive and Director Compensation	​	​	​	​	42	​	​
​	Compensation Committee Interlocks and Insider Participation in Compensation Decisions	​	​	​	​	43	​	​
​	Transactions with Related Persons	​	​	​	​	43	​	​
​	Stock Performance Graph	​	​	​	​	44	​	​
​	Other Matters	​	​	​	​	45	​	​
​	Electronic Delivery of Proxy Materials	​	​	​	​	47	​	​

​	PURPOSE OF THESE MATERIALS:​	​
​	This Proxy Statement has been prepared and is distributed by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Friday, June 20, 2025, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.	​
​	ACCESS THE MEETING:​	​
​	The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/ sngx2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.	​
​	MORE INFORMATION:​	​
​	Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.	​
​	This Proxy Statement and the accompanying form of proxy will be distributed to stockholders on or about May 5, 2025. Our Annual Report on Form 10-K for the year ended December 31, 2024 (which does not form a part of the proxy solicitation materials) is being distributed concurrently herewith to stockholders.	​
​	SOLIGENIX, INC.​ 29 Emmons Drive, Suite B-10 Princeton, New Jersey 08540	​

TWO AREAS OF FOCUS:

DEVELOPMENT PIPELINE – RARE DISEASES

 

Even if you participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

 

 

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SOLIGENIX, INC.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540

Annual Meeting of Stockholders
Friday, June 20, 2025

This Proxy Statement has been prepared and is distributed by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Friday, June 20, 2025, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/sngx2025 and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.

This Proxy Statement and the accompanying form of proxy will be distributed to stockholders on or about May 5, 2025. Our Annual Report on Form 10-K for the year ended December 31, 2024 (which does not form a part of the proxy solicitation materials) is being distributed concurrently herewith to stockholders.

VOTING SECURITIES

Each holder of record of our common stock, par value $0.001 per share (“Common Stock”), at the close of business on April 21, 2025 will be entitled to one vote for each share of Common Stock owned on that date as to each matter presented at the Annual Meeting. On April 21, 2025, 3,264,346 shares of Common Stock were outstanding.

VOTING YOUR SHARES

The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

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By Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available);

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By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available); and

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By Mail: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

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PROXIES

You cannot vote your shares at the meeting unless you vote electronically or are represented by proxy. All properly executed and unrevoked proxies that are received in time for the meeting will be voted at the meeting or any adjournment or postponement thereof in accordance with instructions thereon, or if no instructions are given, will be voted as follows:

 

 

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“FOR ALL” in the election of all of the named nominees as directors;

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“FOR” the approval of the 2025 Equity Incentive Plan;

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“FOR” the approval, on an advisory basis, of the compensation of our executive officers;

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“FOR” the ratification of Cherry Baekert LLP as our independent registered public accounting firm for the year ending December 31, 2025;

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“FOR” the Adjournment Proposal; and

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In accordance with the judgment of the persons appointed as proxies with respect to other matters which properly come before the Annual Meeting.

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Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, or by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences. Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

REQUIRED VOTE

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The affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by proxy is required for each nominee to be elected as a director in the election of directors.

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The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the 2025 Equity Incentive Plan.

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3.

The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation of our executive officers.

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The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Cherry Bekaert LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

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5.

The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the Adjournment Proposal.

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Proposal 1 (the election of five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified), Proposal 2 (the vote on the 2025 Equity Incentive Plan), and Proposal 3 (the advisory vote on executive compensation) are considered “non-routine” matters. Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2025) and Proposal 5 (the Adjournment Proposal) are considered “routine” matters. Banks, brokers, or other nominees (“Brokers”) who hold shares on behalf of beneficial stockholders have discretion to vote such shares with respect to “routine” matters without receiving voting instructions from the beneficial holders of the shares. However, Brokers who hold shares on behalf of beneficial stockholders do not have discretion to vote such shares with respect to “non-routine” matters if they do not receive voting instructions from the beneficial holders of the shares. If no instruction is given to Brokers with respect to “non-routine” matters, a “Broker non-vote” is recorded for each such uninstructed share.

Stockholders are not allowed to cumulate their votes in the election of directors. In voting for Proposal 1 (the election of five directors), abstentions and Broker non-votes will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election. Abstentions will have the same effect as votes against (1) Proposal 2 (the vote on the 2025 Equity Incentive Plan); (2) Proposal 3 (the advisory vote on executive compensation); (3) Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP) and (4) Proposal 5 (the Adjournment Proposal). Broker non-votes will not be counted as votes against (A) Proposal 2 (the vote on the 2025 Equity Incentive Plan); (B) Proposal 3 (the advisory vote on executive compensation); (C) Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP); or

 

 

(D) Proposal 5 (the Adjournment Proposal), or as shares present or represented at the meeting for these proposals. As Proposal 4 (the ratification of the appointment of Cherry Bekaert LLP) and Proposal 5 (the Adjournment Proposal) will be considered “routine” matters, we do not expect that any “Broker non-votes” will be recorded for such proposals.

QUORUM

The required quorum for the transaction of business at the Annual Meeting is one-third of the voting power of shares of Common Stock issued and outstanding on the record date. Shares represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the meeting.

Stockholders will not have any appraisal rights in connection with any of the proposals to be voted on at the Annual Meeting.

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Upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors has nominated Christopher J. Schaber, PhD, Gregg A. Lapointe, CPA, MBA, Diane L. Parks, MBA, Robert J. Rubin, MD, and Jerome B. Zeldis, MD, PhD for election to the Board of Directors. Each nominee has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual Meeting.

Unless otherwise directed, the persons appointed in the form of proxy intend to vote at the Annual Meeting “FOR ALL” in the election of directors, which would be a vote for the election of each of Dr. Schaber, Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis as a director to serve until our next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. If any nominee is unable to be a candidate when the election takes place, the shares represented by valid proxies will be voted in favor of such substitute nominee as the Board of Directors recommends or to allow the vacancy to remain open until filled by the Board of Directors, as determined by the Board of Directors. The Board of Directors does not currently anticipate that any nominee will be unable to be a candidate for election. Each director elected to the Board of Directors will serve until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, unless he or she dies, resigns or is removed from office prior to that time.

The table below contains information regarding the current members of the Board of Directors. The ages of individuals are provided as of April 21, 2025:

 

 

 

 

 

The affirmative “FOR” vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by proxy is required for each nominee to be elected as a director in the election of directors. Abstentions and Broker non-votes will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election.

The Board of Directors recommends that you vote “FOR ALL” in the election of all of the named nominees as directors.

 

Pursuant to our Certificate of Incorporation and Bylaws, our business and affairs are managed under the direction of the Board of Directors. Members of the Board of Directors are kept informed of our business through discussions with senior management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Board of Directors held four meetings in 2024, and each current director who served as a director during 2024, attended at least 75% of the aggregate number of meetings of the Board of Directors held during 2024 and of all committees of the Board of Directors on which he or she served during 2024.

We typically schedule a meeting of the Board of Directors in conjunction with our Annual Meeting and expect that all directors will attend, absent a valid reason, such as a scheduled conflict. Last year, all of the individuals then serving as directors attended the 2024 Annual Meeting.

We have adopted a code of ethics that applies to all our executive officers and senior financial officers (including our chief executive officer, chief financial officer, chief accounting officer and any person performing similar functions). A copy of our code of ethics is publicly available on our website at www.soligenix.com under the “Investors — Corporate Governance” section. If we make any substantive amendments to our code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

Our Board of Directors has the following three committees: (1) Compensation, (2) Audit and (3) Nominating and Corporate Governance. Our Board of Directors has adopted a written charter for each of these committees, which are available on our website at www.soligenix.com under the “Investors — Corporate Governance” section.

 

In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a nominee. However, the Nominating Committee believes that all members of the Board of Directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board of Directors matters, and no conflict of interest that would interfere with performance as a director. In the case of current directors being considered

 

 

for nomination, the Nominating Committee also considers the director’s history of attendance at meetings of the Board of Directors or its committees, the director’s tenure as a member of the Board of Directors, and the director’s preparation for and participation in such meetings.

Stockholders who wish to suggest qualified candidates should write to the Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Nominating Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. Stockholders who wish to nominate a candidate for election at an Annual Meeting of Stockholders must otherwise comply with our Bylaws regarding stockholder proposals and nominations. See “Deadline for Stockholder Proposals” contained herein.

Our Board of Directors believes that Dr. Schaber’s service as both the Chairman of our Board of Directors and our Chief Executive Officer is in the best interest of our company and our stockholders. Dr. Schaber possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our company and our business and, therefore, is best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most important matters. His combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, and collaborative partners.

Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis are independent and the Board of Directors believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of meetings of the Board of Directors, the independent directors hold executive sessions. Following an executive session of independent directors, the independent directors’ report back to the full Board of Directors regarding any specific feedback or issues, provide the Chairman with input regarding agenda items for Board of Directors and Committee meetings, and coordinate with the Chairman regarding information to be provided to the independent directors in performing their duties. The Board of Directors believes that this approach appropriately and effectively complements the combined Chairman/Chief Executive Officer structure.

Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under the current circumstances, our corporate governance guidelines do not establish this approach as a policy, and the Board of Directors may determine that it is more appropriate to separate the roles in the future.

The Board of Directors has determined that Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis, each of whom is nominated for election as a director, are “independent” as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC. Our Board of Directors based this determination primarily on a review of the responses of the Directors to questionnaires regarding their employment, affiliations and family and other relationships.

We are committed to developing and commercializing novel products to treat rare diseases where there is an unmet medical need, including orphan diseases and areas of unmet medical need in oncology and inflammation as well as development of vaccines and therapeutics in the areas of ricin exposure, emerging and antibiotic resistant infectious disease, and viral disease including Ebola, Marburg and COVID-19.

The Nominating Committee, consisting of Dr. Zeldis, Mr. Lapointe and Dr. Rubin, provides oversight of our philosophies and policies relating to ESG topics and operational controls of environmental, health and safety, and social risks, and is committed to supporting our efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. The following summary highlights certain of our policies and initiatives in these areas.

 

 

We are committed to operating with integrity, contributing to the local communities, promoting diversity and inclusion, developing our employees and being thoughtful stewards of natural resources. We are also focused on the security of our data and safeguarding our supplier’s and clients’ privacy.

ESG HIGHLIGHTS

Healthy and Safe Work Environment

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Commitment to comply with all applicable health and safety laws, regulations and other requirements to which we subscribe.

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Integration of health and safety considerations into business decisions to ensure health and safety of our employees and the community.

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Equal employment opportunity hiring practices, policies and management of employees.

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Anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, and prohibits sexual harassment in any form, and details how to report and respond to harassment issues and strictly prohibits retaliation against any employee for reporting harassment.

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Since January 1, 2023, we have not been a party to any suits, investigations, inquiries or other proceedings relating to occupational safety and health, nor have any such proceedings been overtly threatened.

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During 2023 and 2024, we had no work-related fatalities or occupational diseases and no workplace injuries.

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Diversity and Inclusion

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Committed to fostering and promoting an inclusive and globally diverse work environment. Of our total employee base, 53.3% identify as female, one of which is an officer of the Company, 26.7% identify as underrepresented minorities and 6.7% identify as LGBTQ+.

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Formal policy that forbids discrimination based on protected classifications.

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Prevention of Human Trafficking and Forced and Child Labor

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Prohibition on employment of anyone under the age of 16 in any position, and workers under the age of 18 for hazardous work, overtime, or night shift work.

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Wage and Hour Standards

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Working hours not to exceed the maximum set by local law.

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Commitment to comply with applicable wage laws, including those related to minimum wages, overtime hours, and legally mandated benefits.

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Freedom of Association and Collective Bargaining

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Employees have the right to freely associate or not associate with third party organizations such as labor organizations.

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Employees also have the right to bargain or not bargain collectively in accordance with local laws.

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Privacy and Data Security

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Maintaining privacy policies, management oversight, and accountability structures to protect privacy and personal data.

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Business Conduct and Ethics Codes

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A strong corporate culture that promotes the highest standards of ethics and compliance for our business; the majority of our directors have an extensive background and experience in risk management.

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Code of Business Conduct and Ethics sets forth principles to guide employee and director conduct.

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Environment

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Commitment to environmental protection and conservation of natural resources through innovative processes and continuous improvement methodologies.

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Commitment to continue to invest in energy conservation, work to reduce our environmental footprint, and adhere to environmental laws, regulations, policies and goals.

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Governance

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Strong focus on corporate governance since inception, striving for best practices in corporate governance.

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Stakeholder Involvement

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Commitment to receive feedback from such stakeholders to help improve ESG-related policies, the implementation thereof and our performance thereunder.

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Anti-Bribery and Corruption Policies

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Policies prohibiting improper or unauthorized expenditures (including commercial and public bribery) and other improper payment schemes.

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Mechanism for confidential reporting of any suspected violations.

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As reflected above, we have adopted a number of practices and policies that highlight our commitment to social and environmental responsibility and that seek to promote sustainability and health and well-being in the operation of our business. These practices are designed to position us as a supplier of choice to our prospective customers, an employer of choice to our existing and prospective employees, and a neighbor of choice in our communities. We are committed to the ethical and environmentally responsible operation of our business and have undertaken a number of initiatives to reduce our environmental impact and to ensure a healthy and safe workplace.

DIVERSITY CONSIDERATIONS IN IDENTIFYING DIRECTOR NOMINEES

We do not have a formal diversity policy or set of guidelines in selecting and appointing directors that comprise our Board of Directors. However, when making recommendations to our Board of Directors regarding the size and composition of our Board of Directors, our Nominating Committee does consider each individual director’s qualifications, skills, business experience and capacity to serve as a director and the diversity of these attributes for the Board of Directors as a whole.

The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of our risks (including risks relating to regulatory compliance, information technology and cybersecurity, environmental and sustainability, climate change and public health). The Board of Directors regularly reviews information regarding our strategy, finances and operations, as well as the risks associated with each. The Audit Committee is responsible for oversight of our risks relating to accounting matters, financial reporting, internal controls and legal and regulatory compliance. The Audit Committee undertakes, at least annually, a review to evaluate these risks. The members then meet with management responsible for such area, including our Chief Financial Officer, and report to the Audit Committee on any matters identified during such discussions with management. In addition, the Compensation Committee considers risks related to the attraction and retention of talent as well as risks relating to the design of compensation programs and arrangements. In addition, the Nominating Committee manages risks associated with the independence of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. The full Board of Directors considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their respective areas of responsibility.

 

 

CYBERSECURITY

Cybersecurity Risk Management and Strategy

Our technology and cybersecurity programs are crucial to maintaining secure operations, which enable us to deliver on our promise to maintain stakeholder trust. Our Chief Financial Officer (“CFO”) is responsible for establishing, implementing and executing our cybersecurity program and strategy. Our CFO has over ten years of information technology, information technology audit, and cybersecurity experience, and is involved in following the latest developments in cybersecurity, including potential threats and innovative risk management techniques.

Our cybersecurity program is a critical component of our enterprise risk management process overseen by our Board of Directors, and we have integrated cybersecurity-related risks into our overall enterprise risk management framework. Additionally, cybersecurity-related risks are included in the risk universe that the risk management function evaluates to assess top risks to the enterprise on an annual basis.

Our personnel responsible for cybersecurity proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to:

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cyber incident response, IT disaster recovery, and business continuity plans;

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cybersecurity assessments and remediation planning as part of our due diligence process; and

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identity and access management controls.

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A primary element of our cybersecurity program is the implementation of controls that are aligned with industry guidelines and applicable regulations to identify threats, deter attacks, and protect our information security assets. We actively engage with industry participants and related communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures. In addition, a penetration testing program has been implemented to help identify cybersecurity weaknesses.

Cybersecurity Governance

Our Board of Directors oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures. Quarterly, the Board of Directors receives an update from our CFO and other members of management on relevant topics, including cybersecurity program maturity progress, new capabilities implemented, and notable incidents or events should they occur. In accordance with our cybersecurity incident response plan, our Board of Directors is promptly informed of potentially material cybersecurity incidents, including with respect to our third-party service providers.

Although we have experienced cybersecurity incidents from time to time that have not had a material adverse effect on our business, financial condition, or results of operations, there can be no assurance that a cyber-attack, security breach, or other cybersecurity incident will not have a material adverse effect on us in the future.

The Board of Directors has adopted an Insider Trading Policy, which applies to all of our directors, officers, employees, agents and representatives and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq listing standards. The Insider Trading Policy expressly prohibits our directors, officers, employees, agents and representatives from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit. It further prohibits our directors, officers, employees, agents and representatives from engaging in hedging transactions, such as purchasing or writing derivative securities including puts and calls and entering into short sales or short positions with respect to our stock.

Our directors, officer, employees, agents and representatives are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Exchange Act, so that they can prudently diversify their asset portfolios and exercise their stock options before expiration.

Our Insider Trading Policy is posted on the “Investors — Corporate Governance” section of the Company’s website: http://www.soligenix.com and has been filed as an exhibit the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on March 21, 2025.

 

 

In 2023, we adopted an Incentive Compensation Recoupment Policy in compliance with Nasdaq rules. Under our Incentive Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, we will be entitled to recover (and will seek to recover), from our executive officers, any excess incentive-based compensation received by our executive officers during the three-year period prior to the date on which we are required to prepare the restatement. This policy applies to both equity-based and cash compensation awards. The “excess compensation” is the difference between the actual amount that was paid and the amount that would have been paid if the financial statements were prepared properly in the first instance. To ensure that we can enforce the Incentive Compensation Recoupment Policy, we require each executive officer subject to the policy to execute an acknowledgement stating that the executive has received and reviewed the policy and agrees that he or she is fully bound by the policy.

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The Audit Committee submits the following report for the year ended December 31, 2024:

The Audit Committee has reviewed and discussed with both management and the independent registered public accounting firm the audited consolidated financial statements as of and for the year ended December 31, 2024. The Audit Committee’s review included discussion with the auditors of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

The Audit Committee has received the written disclosures and the letter from the independent auditors required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors matters relating to the auditors’ independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the United States Securities and Exchange Commission (the “SEC”).

Submitted by the Audit Committee,

/s/ Gregg A. Lapointe (Committee Chair)

/s/ Diane L. Parks

/s/ Robert J. Rubin

(1)

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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In April 2015, our Board of Directors approved the Soligenix, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), which was approved by stockholders on June 18, 2015. The maximum number of shares of Common Stock available for issuance under the 2015 Plan is 6,000,000 shares. While there were 5,770,122 shares available for future grants under the 2015 Plan as of April 21, 2025, the 2015 Plan expires in accordance with its terms on June 20, 2025. After such date, no more awards may be made under the 2015 Plan; however, shares underlying outstanding awards under the 2015 Plan may be issued in accordance with the terms of such awards.

In April 2025, our Board of Directors approved the Soligenix, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which is the subject of this proposal. Our Board of Directors strongly recommends the approval of the 2025 Plan as a strategic tool to drive long-term value creation, enhance employee engagement, and align the interests of management, employees and contractors with those of our stockholders. Equity compensation is a proven mechanism for attracting, retaining, and motivating top talent in today’s competitive market. By offering equity incentives, we empower employees to think and act like owners — driving performance with a long-term perspective. This fosters a culture of accountability, innovation, and sustained growth, all of which contribute directly to increasing stockholder value.

Participants under the plan benefit when stockholder value increases, which creates a shared commitment to our company’s success. This alignment encourages prudent risk-taking and strategic decision-making aimed at delivering consistent and meaningful returns to stockholders.

In addition, the plan enhances our ability to conserve cash by providing a competitive, non-cash form of compensation.

The following summary of the material features of the 2025 Plan is qualified in its entirety by the full text of the 2025 Plan that appears as Appendix A to this Proxy Statement. All references to the “Code” are to the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

The purpose of the 2025 Plan is to advance our interests by providing for the grant of stock-based and other incentive awards to our key employees and key non-employees. The 2025 Plan will become effective on the date of its approval by the stockholders and will terminate on the date of the annual meeting of the Board of Directors immediately following the tenth (10th) anniversary of the Board’s adoption of the plan. The 2025 Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”).

The 2025 Plan provides for the grant of stock options (both non-statutory options or “NSOs” and, in the case of employees, incentive stock options or “ISOs”), restricted stock, deferred stock and unrestricted stock. Unless otherwise determined by the Committee, awards may not be transferred except by will or by the laws of descent and distribution.

A maximum of 6,000,000 shares of Common Stock may be initially delivered in satisfaction of awards made under the 2025 Plan. The number of shares of Common Stock reserved for issuance will automatically increase (i) on January 1 of

 

each calendar year, from January 1, 2026 through January 1, 2035, by the least of  (a) four percent of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (b) 1,000,000 shares, or (c) a number determined by our board of directors that is less than (a) or (b). The maximum number of shares of Common Stock that may be issued pursuant to the exercise of ISOs, and the maximum number of shares of Common Stock that may be issued pursuant to the exercise of NSOs, will each be 6,000,000, as increased from time to time pursuant to annual increases. In the event of a stock dividend, stock split or other change in our capital structure, or a distribution to stockholders other than normal cash dividends, unless otherwise provided by the terms of the corporate action, the Committee will make appropriate adjustments to the limits described above and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to and available for awards, any exercise prices relating to awards and any other provisions of awards affected by the change. The Committee may also make similar adjustments in response to any other event, as the Committee deems appropriate, to avoid distortion in the operation of the 2025 Plan. Any such adjustment shall, to the extent applicable, comply with Section 409A of the Code.

The share limitations described above are in addition to the limitation on the number of shares available for awards under the 2025 Plan.

The maximum number of shares that may be issued initially under the 2025 Plan represents approximately 184% of the total number of shares of the Common Stock outstanding on April 21, 2025. Approximately 229,919 shares in the aggregate remain issuable in connection with outstanding awards under our 2005 Equity Incentive Plan and our 2015 Plan. The total number of shares issuable under the 2005 Equity Incentive Plan and the 2015 Plan, combined with the 6,000,000 shares issuable under the proposed 2025 Plan represent approximately 188% of our outstanding shares on April 21, 2025.

The 2025 Plan is administered by a committee of the Board of Directors, currently the Compensation Committee. Committee members are required to satisfy applicable requirements for independence. The Committee will have full authority to determine who will receive awards and to determine the types of awards to be granted as well as the amounts, terms, and conditions of any awards. The Committee will determine any questions that may arise regarding the interpretation and application of the provisions of the 2025 Plan and to make, administer and interpret such rules and regulations as it deems necessary or advisable. The Committee’s determinations are conclusive and bind all parties.

Participation in the 2025 Plan is limited to our key employees and to key non-employees (other persons or entities including consultants and non-Employee directors who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company).

Each stock option awarded under the 2025 Plan will be a NSO unless expressly designated as an ISO at the time of the grant. The exercise price of stock options granted under the 2025 Plan will be determined by the Committee, but may not be less than 100% of the fair market value of the Common Stock subject to the option, determined at the time the option is granted unless otherwise required by the Code with respect to an ISO. The term of any option granted under the 2025 Plan may not exceed ten years. Options will be exercisable at such time or times and on such conditions as the Committee specifies. Notwithstanding the foregoing, to the extent that any NSO is granted at an exercise price less than 100% of the fair market value of the Common Stock subject to the option, the requirements of Section 409A of the Code shall be satisfied as set forth in more particularity in the Individual Stock Option Agreement.

The 2025 Plan provides for awards of nontransferable shares of Common Stock which may be subject to repurchase or forfeiture as set forth in more particularity in the Individual Restricted Stock Agreement. The Committee may, at the time any other award is granted, provide that any or all the Common Stock delivered pursuant to an award will be restricted Common Stock. The 2025 Plan also provides for awards of unrestricted stock, but no more than 200,000 shares of unrestricted stock in the aggregate may be granted at less than fair market value or not in lieu of cash compensation equal

 

 

to fair market value. The 2025 Plan provides for deferred grants entitling the recipient to receive Common Stock upon the satisfaction of conditions determined by the Committee in its discretion. To the extent required, all such awards shall comply with the requirements of Section 409A of the Code.

Any award under the 2025 Plan may be made subject to the satisfaction of performance criteria specified by the Committee. The Committee will determine whether the performance criteria that have been chosen for a particular performance award have been met. Notwithstanding the foregoing, to the extent that any award under the 2025 Plan may be subject to Section 409A of the Code and subject to the satisfaction of performance criteria specified by the Committee, such performance parameters shall specifically comply with Section 409A of the Code.

Except as otherwise determined by the Committee, if a participant in the 2025 Plan dies, any ISO or NSO granted at fair market value owned by the participant will, to the extent exercisable on the date of death, remain exercisable for a one-year period, provided that no such option will be exercisable beyond the end of its original term. In addition, and except as otherwise determined by the Committee, if a participant’s affiliation with the Company ends because of the participant’s total and permanent disability, then any ISOs and NSOs granted at fair market value held by the participant that were exercisable at the time of disability may be exercised by the participant at any time in accordance with the original terms of the options. Finally, and except as otherwise determined by the Committee, if a participant’s employment (or other applicable affiliation with the Company) terminates for any reason other than death or disability, ISOs and NSOs granted at fair market value that were exercisable at the time the participant ceased to be affiliated with the Company will remain exercisable for three months, provided that (i) under no circumstances will any option be extended beyond its original term; and (ii) in the case of termination of the participant for cause, the Committee may elect to terminate any options immediately. In all cases, ISOs and NSOs granted at fair market value that are not exercisable on the date of termination will terminate on that date. With respect to any NSO granted at less than fair market value, the treatment of the option upon a termination of affiliation with the Company shall be set forth in the Individual Stock Option Agreement as determined by the Committee.

Upon a termination of affiliation of the Company, as set forth in more particularity in the Individual Restricted and/or Deferred Stock Award Agreement and as determined by the Committee, any share of Common Stock subject to a continuing restriction may be repurchased by the Company. Common Stock awards, whether restricted or deferred, to which the participant did not become irrevocably entitled prior to the termination of the participant’s affiliation with the Company will be forfeited upon termination of affiliation.

In the case of certain mergers, consolidations or similar transactions in which a majority of our stock or all or substantially all of its assets are acquired, or in the case of a dissolution or liquidation, the Committee may, in its discretion, make options immediately exercisable, remove restrictions on shares of restricted Common Stock, waive conditions on any deferred awards of Common Stock and remove any performance or other conditions on any award. In addition, the Committee may, under such circumstances, provide for replacement awards for certain participants. Notwithstanding the foregoing, to the extent applicable, any such modification and/or replacement award shall comply with the requirements of Section 409A of the Code as set forth in more particularity in the Individual Option or Stock Award Agreement.

The Committee may amend the 2025 Plan or any outstanding award for any purpose that may at the time be permitted by law, and may at any time terminate the 2025 Plan as to any future grants of awards. The Committee may not, without the approval of our stockholders, effectuate a change to the 2025 Plan (i) for which stockholder approval is required in order

 

 

for the 2025 Plan to continue to qualify for the award of ISOs under Section 422 of the Code; or (ii) if the change would increase the aggregate number of shares of Common Stock that may be delivered under the 2025 Plan, or change the class of persons or entities that qualify as participants under the 2025 Plan. Specifically, and in addition to the foregoing, this Plan may be amended, to the extent necessary, to comply with regulatory and legislative requirements, including but not limited to Section 409A of the Code.

The following discussion summarizes certain federal income tax consequences under the Code of the issuance and receipt of options under the 2025 Plan.

INCENTIVE STOCK OPTIONS

In general, an optionee realizes no taxable income upon the grant or exercise of an ISO, although the exercise of an ISO may result in an alternative minimum tax liability. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee (with a corresponding deduction available to the Company) generally equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is generally treated as a capital gain for which the Company is not entitled to a deduction. If the optionee does not dispose of the shares until after the expiration of these one-and two-year holding periods, any gain or loss recognized upon a subsequent sale is generally treated as a long-term capital gain or loss for which the Company is not entitled to a deduction.

NON-STATUTORY OPTIONS

In general, in the case of a NSO granted at fair market value, the optionee has no taxable income at the time of grant but realizes ordinary income in connection with exercise of the option in an amount equal to the excess (at time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price; a corresponding deduction is available to the Company; and upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which the Company is not entitled to a deduction. The ordinary income recognized on exercise shall be subject to applicable withholding and employment taxes.

In general, an ISO that is exercised more than three months after termination of employment (other than termination by reason of death) is treated as a NSO. ISOs are also treated as non-statutory options to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of  $100,000.

In general, in the case of a NSO granted at less than fair market value, the optionee will have taxable income at the time that the option is no longer subject to a substantial risk of forfeiture (and subject to applicable withholding and employment taxes), which is generally upon vesting. The optionee generally will recognize additional ordinary income on exercise equal to the amount the fair market value of the underlying stock increases, if any, from the date the substantial risk of forfeiture lapses to the date of exercise. Such ordinary income will be subject to applicable withholding and employment taxes. NSOs granted at less than fair market value are subject to the requirements of Section 409A of the Code and, as such, the Individual Stock Option Agreement will contain such terms and conditions as are required under said Section 409A including without limitation provisions applicable to the vesting and exercise of such NSOs.

The foregoing summary assumes that stock options are exercised for substantially vested stock. Where a stock option is exercised for Restricted Stock, as is permitted by the 2025 Plan, the tax treatment will differ from the treatment summarized above. In general, a participant who exercises a NSO for Restricted Stock will have income taxable at ordinary income rates only when the stock vests, in an amount equal to the fair market value of the stock at time of vesting less the exercise price. However, the participant may make a special election to have the income measured and taken into account, instead, at time of exercise. In either case, a corresponding deduction will be available to the Company. In the case of a participant who exercises an ISO for Restricted Stock, the determination of  “alternative minimum taxable income” ​(relevant in determining whether an alternative minimum tax must be paid) will follow rules similar to the rules for determining ordinary income in the case of the exercise of a NSO. For federal income tax purposes, the exercise of an ISO for Restricted Stock will be treated the same as the exercise of an ISO for substantially vested stock, provided that

 

 

the shares are held for the requisite one-year and two-year holding periods described above. It is unclear how an earlier disposition of the shares would affect the measurement of a participant’s ordinary income in the case of an ISO exercised for Restricted Stock.

Specific provisions regarding the impact of a change in control of the Company on any award granted under the 2025 Plan will, to the extent necessary, comply with the requirements of Section 409A of the Code and as set forth in more particularity in the Individual Option and/or Stock Award Agreement.

STOCK AWARDS

Persons receiving Common Stock pursuant to an Award generally will recognize compensation income equal to the fair market value of the shares received, reduced by any purchase price paid. Such compensation income will be taxed at ordinary income rates and subject to applicable withholdings and employment taxes. The Company generally should be entitled to a corresponding deduction for federal income tax purposes when such person recognizes compensation income. When such Common Stock is sold, the seller generally will recognized capital gain or loss equal to the difference between the amount realized upon the sale and the seller’s adjusted tax basis in the Common Stock (generally, the amount that the seller paid for such stock plus the amount taxed to the seller as compensation income). Special rules apply if the Common Stock acquired pursuant to an Award is subject to vesting, or is subject to restrictions on resale under federal securities laws applicable to directors, officers or 10% shareholders. Deferred Stock issued pursuant to an Award may also be subject to special rules. In addition, any award issued pursuant to the 2025 Plan, except ISOs and NSOs granted at fair market value, may be subject to the requirements of Section 409A of the Code and accordingly, subject to special rules.

The 2025 Plan and the grant of any award thereunder is intended, to the extent applicable, to constitute good faith compliance with the requirements of the American Jobs Creation Act, specifically with respect to the definition of deferred compensation and the provisions of Section 409A of the Code. To the extent required by guidance to be issued subsequent to this filing, whether statutory or regulatory, the Company will make such amendments and/or modifications as are necessary to maintain compliance with the provisions and requirements of said Section 409A.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the 2025 Plan. Abstentions will have the same practical effect as shares voted against this proposal; whereas, Broker non-votes will not be counted as votes against this proposal.

The Board of Directors recommends that you vote “FOR” the approval of 2025 Plan.

 

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires companies that are subject to the SEC’s proxy rules and regulations to hold a stockholder vote to approve, on an advisory (non-binding) basis, the compensation of their named executive officers as disclosed in their proxy statements in accordance with the SEC’s rules.

As described under the heading “Executive Compensation,” our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our executive officers are rewarded for the achievement of annual, long-term and strategic goals, and corporate goals. Please read the “Executive Compensation” section beginning on page 35 for additional details about our executive compensation programs, including information about the fiscal year 2024 compensation of our Chief Executive Officer and each of the three other most highly compensated executive officers during 2024 who were serving as executive officers at the end of such year (collectively, the “Named Executive Officers”).

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. The Compensation Committee believes the Company’s executive compensation programs have been effective at incentivizing the achievement of financial performance and returns to stockholders.

We are asking our stockholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the 2025 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2024 Summary Compensation Table and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition to the advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

At the 2024 Annual Meeting of Stockholders, approximately 78% of the votes cast on the advisory vote on the executive compensation proposal were cast in favor of our Named Executive Officers’ compensation as disclosed in the proxy statement for last year’s meeting. Our Board of Directors and the Compensation Committee reviewed these final vote results and determined that, given the level of support, our Company should maintain the components of our compensation program.

 

 

We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with the preference expressed by our stockholders at the 2020 Annual Meeting of Stockholders.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation of our executive officers. Abstentions will have the same practical effect as shares voted against this proposal; whereas, Broker non-votes will not be counted as votes against this proposal. Therefore, a failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the approval of the compensation of our executive officers.

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The Audit Committee of the Board of Directors has appointed Cherry Bekaert as our independent registered public accounting firm for the fiscal year ending December 31, 2025 to audit our financial statements for the year ending December 31, 2025 and to render other professional services as required, at the remuneration to be determined by the Audit Committee of the Board of Directors. A representative of Cherry Bekaert is expected to be available at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

We are asking our stockholders to ratify the selection of Cherry Bekaert as our independent registered public accounting firm. Although ratification is not required by our Certificate of Incorporation, Bylaws or otherwise, the Board of Directors is submitting the selection of Cherry Bekaert to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and those of our stockholders.

The following table highlights the aggregate fees billed by Cherry Bekaert during each of the two years ended December 31, 2024.

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Cherry Bekaert was engaged on September 15, 2023 as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2023.

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AUDIT FEES

This category includes the fees for the examination of our consolidated financial statements, review of our Annual Report on Form 10-K and the quarterly reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q, the issuance of comfort letters, provision of consents and review of other documents filed with the SEC.

 

AUDIT-RELATED FEES

This category consists of services that are closely related to the financial audit process and primarily consists of review of reports filed and to be filed with the SEC and accounting advice relating thereto, and audits in connection with consummated acquisitions. Our principal accountants did not bill us for any audit-related services during either of the two years ended December 31, 2024.

TAX FEES

This category relates to professional services for tax compliance, tax advice, and tax planning. Our principal accountants did not bill us for any of these services during either of the two years ended December 31, 2024.

OTHER FEES

Our principal accountants did not bill us for any services or products other than as reported in the table above during each of the two years ended December 31, 2024.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee has adopted a policy that requires advance approval of all audit services and permitted non-audit services to be provided by the independent auditor as required by the Exchange Act. Our Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Our Audit Committee approved all of the services described above in accordance with its pre-approval policies and procedures. The Audit Committee gives due consideration to the potential effect of non-audit services on maintaining the auditors’ independence.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Cherry Bekaert as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions will have the same practical effect as shares voted against this proposal; whereas, Broker non-votes will not be counted as votes against this proposal. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any Broker non-votes on this proposal and a failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment of Cherry Bekaert as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

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The Board of Directors believes that if the number of shares of Common Stock cast at the Annual Meeting is insufficient to constitute a quorum or approve any proposal, it is in the best interests of the stockholders to enable the Board of Directors to continue to seek to obtain a sufficient number of additional votes to constitute a quorum or approve the proposals.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning or postponing the Annual Meeting, or any adjournment or postponement thereof, in whole or in part as to any particular proposal(s). If our stockholders do not vote a sufficient number of shares of Common Stock to constitute a quorum or do not approve any proposal(s), we could adjourn or postpone the Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit a sufficient number of additional votes to constitute a quorum or additional votes in favor of the proposal(s).

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority of the shares of Common Stock present and entitled to vote on a proposal will vote against a proposal, we could adjourn or postpone the Annual Meeting without a vote on the proposal and use the additional time to solicit the holders of those shares to change their vote in favor of the proposal or the holders of a sufficient number of shares of Common Stock to vote in favor of the proposal, such that the proposal would be approved.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the Adjournment Proposal. Each of the failure to vote by proxy or to vote online at the meeting and a Broker non-vote will have no effect on the Adjournment Proposal. An abstention will have the same practical effect as a vote against this proposal. As described above, the Adjournment Proposal is considered a “routine” matter. Therefore, your Broker may vote your shares without receiving instructions from you on this proposal and accordingly, we do not expect any Broker non-votes on this proposal. A failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the approval of the Adjournment Proposal.

 

 

The table below provides information regarding the beneficial ownership of the Common Stock as of April 21, 2025, of each person or entity that we know owns beneficially 5% or more of the shares of our outstanding Common Stock, each of our directors, (3) each of the Named Executive Officers, and (4) our directors and officers as a group. Except as otherwise indicated, and subject to applicable community property laws, we believe the persons named in the table have sole voting and investment power with respect to all shares of Common Stock held by them.

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(1)

Includes 379 shares of Common Stock and options to purchase 25,559 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Dr. Schaber is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(2)

Includes 31 shares of Common Stock and options to purchase 7,363 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Mr. Lapointe is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(3)

Includes 63 shares of Common Stock and options to purchase 7,273 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Ms. Parks is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(4)

Includes 19 shares of Common Stock and options to purchase 7,363 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Dr. Rubin is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(5)

Includes 96 shares of Common Stock and options to purchase 7,363 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Dr. Zeldis is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(6)

Includes 46 shares of Common Stock and options to purchase 17,891 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Mr. Guarino is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(7)

Includes options to purchase 17,891 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Dr. Donini is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(8)

Includes 34 shares of Common Stock and options to purchase 11,152 shares of Common Stock exercisable within 60 days of April 21, 2025. The address of Dr. Straube is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(9)

Includes 668 shares of Common Stock and options to purchase 101,855 shares of Common Stock exercisable within 60 days of April 21, 2025.

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*

Indicates less than 1%.

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**

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of April 21, 2025 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 3,264,346 shares of Common Stock outstanding as of April 21, 2025.

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In April 2025, our Board of Directors approved the 2025 Plan, which is subject to stockholder approval. No grants have been made under the 2025 Plan, so all shares available for future issuance under the 2025 Plan are included in the category, “Equity Compensation Plans Not Approved by Security Holders.”

In December 2005, our Board of Directors approved the 2005 Plan, which was approved by stockholders on December 29, 2005. The maximum number of shares of our Common Stock available for issuance under the 2005 Plan is 300,000 shares. In April 2015, our Board of Directors approved the 2015 Plan, which was approved by stockholders on June 18, 2015. The maximum number of shares of Common Stock available for issuance under the 2015 Plan is 6,000,000 shares. As of December 31, 2024, there were 5,770,122 shares available for future grants under the 2015 Plan. The 2015 Plan expires in accordance with its terms on June 20, 2025, and no more awards may be made under the 2015 Plan after such date; however, shares underlying outstanding awards under the 2015 Plan may be issued in accordance with the terms of such awards.

The following table sets forth certain information, as of December 31, 2024, with respect to the following compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

•

all compensation plans previously approved by our security holders; and

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•

all compensation plans not previously approved by our security holders.

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(1)

Includes our 2005 Plan and our 2015 Plan. Our 2005 Plan expired in 2015 and thus no securities remain available for future issuance under that plan.

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(2)

For further information regarding the 2025 Plan, see “Proposal 2 — Approval of the 2015 Plan.”

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The table below contains information regarding our executive officers. The ages of individuals are provided as of April 21, 2025:

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(1)

For biographical information regarding Dr. Schaber, see “Proposal 1 — Election of Directors.”

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The table below summarizes the elements of the Company’s 2024 executive compensation program and the objectives served by each element. We used multiple metrics in our 2024 compensation program to provide a more complete view of performance, which we intended to capture key business objectives.

In 2024, in furtherance of our compensation philosophy and objectives, the Compensation Committee engaged Setren & Associates, Inc. (“S&A”), an outside executive compensation consulting firm determined to be independent by the Compensation Committee, to conduct a review of, and recommend changes to, our compensation program for our most highly compensated executive officers. A representative of S&A attended Compensation Committee meetings at the invitation of the Compensation Committee Chairman and was also in direct contact with the Compensation Committee and company management from time to time. S&A provided the Compensation Committee with assistance and advice in the review of our salary structure, annual and equity incentive awards and other related executive pay issues. In addition, S&A provided advice regarding marketplace trends and best practices relating to competitive pay levels.

S&A did not provide any services to us other than its services as the Compensation Committee’s independent compensation consultant, and S&A did not receive any fees or compensation from us other than the fee it received as the independent compensation consultant. S&A provided similar services to us and received similar compensation in 2023. The Compensation Committee confirmed that S&A’s work for the Compensation Committee did not create any conflicts of interest.

 

 

The following table contains information concerning the compensation paid during each of the two years ended December 31, 2024 and 2023, respectively to our Named Executive Officers.

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(1)

Dr. Schaber deferred the payment of his 2024 bonus of  $108,051 until January 15, 2025. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

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(2)

Mr. Guarino deferred the payment of his 2024 bonus of  $42,806 until January 15, 2025. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

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(3)

Dr. Donini deferred the payment of her 2024 bonus of  $49,453 until January 15, 2025. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

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(4)

Dr. Straube deferred the payment of his 2024 bonus of  $31,921 until January 15, 2025. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

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CHRISTOPHER J. SCHABER, PHD

In August 2006, we entered into a three-year employment agreement with Christopher J. Schaber, PhD. Pursuant to this employment agreement we agreed to pay Dr. Schaber a base salary of  $300,000 per year and a minimum annual bonus of $100,000. Dr. Schaber’s employment agreement automatically renews every three years, unless otherwise terminated, and last was automatically renewed in December 2019 for an additional term of three years. We agreed to issue him options to purchase 833 shares of our common stock, with one third immediately vesting and the remainder vesting over three years. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber nine months of severance, as well as any accrued bonuses, accrued vacation, and we would provide health insurance and life insurance benefits for Dr. Schaber and his dependents. No unvested options shall vest beyond the termination date. Dr. Schaber’s monetary compensation (base salary of  $300,000 and bonus of  $100,000) remained unchanged from 2006 with the 2007 renewal. Upon a change in control of the company due to merger or acquisition, all of Dr. Schaber’s options shall become fully vested, and be exercisable for a period of five years after such change in control (unless they would have expired sooner pursuant to their terms). In the event of his death during the term of the agreement, all of his unvested options shall immediately vest and remain exercisable for the remainder of their term and become the property of Dr. Schaber’s immediate family.

In January 2020, our Board of Directors authorized an amendment to Dr. Schaber’s employment agreement to increase the number of shares of common stock from 21 to 2,084, issuable to Dr. Schaber immediately prior to the completion of a transaction or series or a combination of related transactions negotiated by our Board of Directors whereby, directly or indirectly, a majority of our capital stock or a majority of our assets are transferred from us and/or our stockholders to a third party.

 

 

In December 2020, our Board of Directors authorized an amendment to Dr. Schaber’s employment agreement to modify the severance terms. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber twelve months of severance, as well as a pro rata bonus calculated by the average of his prior two year’s annual bonuses, if any, and based on the number of months that he was employed during the year in which his employment was terminated; however, in the case of termination without “Just Cause” within one year following a change in control or the sale or other disposition of all or substantially all of our assets Dr. Schaber will be entitled 18 months of severance and health insurance and life insurance benefits for him and his dependents.

On June 22, 2011, the Compensation Committee eliminated his fixed minimum annual bonus payable and revised it to an annual targeted bonus of 40% of his annual base salary. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Schaber to $519,476. On December 8, 2023, the Compensation Committee approved an increase in salary for Dr. Schaber to $540,255. On December 12, 2024, the Compensation Committee approved an increase in salary for Dr. Schaber to $559,164.

JONATHAN GUARINO, CPA, CGMA

On September 9, 2019, we entered into a one-year employment agreement with Jonathan Guarino, CPA, CGMA, our Senior Vice President and Chief Financial Officer. Pursuant to the agreement, we agreed to pay Mr. Guarino $220,000 per year and a targeted annual bonus of 30% of base salary. We also issued him options to purchase 2,666 shares of our common stock with one-quarter immediately vesting and the remainder vesting over three years. Mr. Guarino’s employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in Mr. Guarino’s employment agreement, we would pay Mr. Guarino three months of severance, accrued salary, bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. On December 8, 2022, the Compensation Committee approved an increase in salary for Mr. Guarino to $245,000. On December 8, 2023, the Compensation Committee approved an increase in salary for Mr. Guarino to $254,800. On December 12, 2024, the Compensation Committee approved an increase in salary for Mr. Guarino to $263,718.

OREOLA DONINI, PHD

In July 2013, we entered into a one-year employment agreement with Oreola Donini, PhD, our Vice President Preclinical Research & Development. Pursuant to the agreement, we agreed to pay Dr. Donini $170,000 (CAD) per year and a targeted annual bonus of 20% of base salary. We also issued her options to purchase 2,666 shares of our common stock with one-quarter immediately vesting and the remainder vesting over three years. Dr. Donini’s employment agreement automatically renews each year, unless otherwise terminated, and has automatically renewed each year since execution. Upon termination without “Just Cause”, as defined in Dr. Donini’s employment agreement, we would pay Dr. Donini three months of severance, accrued bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. In December 2014, Dr. Donini was named Chief Scientific Officer and Senior Vice President. Upon Dr. Donini’s promotion to Chief Scientific Officer, the Compensation Committee increased her targeted bonus to 30% of her annual base salary. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Donini to $300,000. On December 8, 2023, the Compensation Committee approved an increase in salary for Dr. Donini to $312,000. On December 12, 2024, the Compensation Committee approved an increase in salary for Dr. Donini to $322,920.

RICHARD STRAUBE, MD

In December 2014, we entered into a one-year employment agreement with Richard C. Straube, MD, our Chief Medical Officer and Senior Vice President. Pursuant to the agreement, we agreed to pay Dr. Straube $300,000 per year and a targeted annual bonus of 30% of base salary. We also issued him options to purchase 666 shares of our common stock with one-third immediately vesting and the remainder vesting over three years. On March 26, 2019, we entered into an amendment to our employment agreement with Dr. Straube. Pursuant to the amended agreement, which amendment became effective as of April 1, 2019, Dr. Straube will be required to devote at least 20 hours per week to the performance of his duties and we will pay him $170,000 per year. The amended employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in the amended employment agreement, we would pay Dr. Straube one month of severance. No unvested options vest beyond the termination date. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Straube to $189,461. On December 8, 2023, the Compensation Committee approved an increase in salary for Dr. Straube to $197,039. On December 12, 2024, the Compensation Committee approved an increase in salary for Dr. Straube to $203,935.

 

 

As part of our commitment to transparency and sound corporate governance, we disclose below our policies and practices related to the grant of equity awards in proximity to the release of material nonpublic information.

POLICIES AND PRACTICES ON THE TIMING OF EQUITY AWARDS

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EQUITY AWARDS GRANTED IN CLOSE PROXIMITY TO MATERIAL NONPUBLIC INFORMATION DISCLOSURE

During the last fiscal year, the Company did not grant any stock options to named executive officers during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K disclosing material nonpublic information (excluding Form 8-K disclosures of material new option award grants under Item 5.02(e)).

As no such grants occurred during the relevant period, no further disclosure or tabular presentation is necessary.

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The following table contains information concerning unexercised options, stock that has not vested, and equity incentive plan awards for the Named Executive Officers outstanding at December 31, 2024. We have never issued Stock Appreciation Rights.

 

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and our performance against several specific financial metrics. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, refer to “Consideration and Determination of Executive and Director Compensation.”

Pay versus Performance Table: The table below reflects Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Average Summary Compensation Actually Paid to Non-PEO Named Executive Officers (“NEOs”) during 2024, 2023 and 2022.

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(2)

Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.

​

The graphs below compare the CAP paid to our PEO and the average CAP paid to our remaining NEO’s, with (i) our cumulative TSR, and (ii) our net income, in each case, for the fiscal years ended December 31, 2022, 2023 and 2024.

 

 

We consider the list below of non-financial measures that, in our assessment, represent the most important key metrics we use to link the CAP amounts for our PEO and remaining NEOs to our Company’s performance. We utilize these and other performance-based measures to align our executive officer compensation with our performance and potential value creation for our stockholders, including in connection with their annual bonus opportunity and in setting performance- based milestones for equity awards, as more fully described in “Consideration and Determination of Executive and Director Compensation” in this Proxy Statement.

•

Strategic regulatory milestones;

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•

Pre-launch and launch readiness goals; and

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•

Research and development pipeline goals.

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The following table contains information concerning the compensation of the non-employee directors during the year ended December 31, 2024.

​

(1)

Directors who are compensated as full-time employees receive no additional compensation for service on our Board of Directors. Each independent director who is not a full-time employee is paid $35,000 annually, on a prorated basis, for their service on our Board of Directors, the chairman of our Audit Committee is paid $15,000 annually, on a prorated basis, and the chairmen of our Compensation and Nominating Committees is paid $10,000 annually, on a prorated basis. Additionally, Audit Committee members are paid $7,500 annually and Compensation and Nominating Committee members are paid $5,000 annually. This compensation is paid quarterly.

​

(2)

We maintain a stock option grant program pursuant to the nonqualified stock option plan, whereby members of our Board of Directors or its committees who are not full-time employees receive an initial grant of fully vested options to purchase 15,000 shares of Common Stock. Upon re-election to the Board, each Board member will receive stock options with a value of  $30,000, calculated using the closing price of the Common Stock on the trading day prior to the date of the annual meeting of our stockholders, which vest at the rate of 25% per quarter, commencing with the first quarter after each annual meeting of stockholders.

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The Compensation Committee of the Board of Directors is comprised of Dr. Rubin (Chair), Ms. Parks, and Dr. Zeldis. The Board of Directors has determined that Dr. Rubin, Ms. Parks, and Dr. Zeldis are “independent” directors within the meaning of applicable listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder.

The Compensation Committee provides overall guidance on compensation and benefits policy. In addition, the Compensation Committee approves and monitors:

•

executive compensation and benefits programs;

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•

executive employment agreements; and

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•

our equity incentive plans.

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The primary objectives of the Compensation Committee are to ensure that our executive compensation and benefits programs:

 

 

•

are competitive with other growing companies of similar size and business;

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•

are effective in driving performance to achieve financial goals and create stockholder value;

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•

are cost-efficient and fair to employees, management and stockholders; and

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•

are designed to attract, motivate, reward, and retain the competent and talented executives needed.

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To achieve these objectives, the Compensation Committee meets at least once and usually several times during each fiscal year to review the existing compensation and benefits programs and to consider modifications that seek to provide a direct relationship between executive compensation and sustained corporate performance.

The Compensation Committee makes executive compensation decisions on the basis of total remuneration and seeks to create an integrated total remuneration program structured to balance short and long-term financial goals. A significant amount of total compensation is comprised of bonus provisions which are specified in employment contracts and which are intended to align executive interest with stockholder interest.

The Compensation Committee recommends to the Board of Directors a salary within a designated range for the respective executives, which is based on merit, performance and length of service. Bonus provisions for all executives are based on marketplace trends and best practices.

Non-executive employees are granted stock options from time to time under our equity incentive plans, approved by the stockholders, also in order to motivate, reward, and retain them while meeting goals and allowing them to share in the growth.

No member of our Compensation Committee is or has at any time during the past year been one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Our Audit Committee is responsible for the review, approval and ratification of related party transactions. Our Audit Committee reviews these transactions under our Code of Ethics, which governs conflicts of interests, among other matters, and is applicable to our employees, officers and directors.

We are party to a registration rights agreement with certain stockholders. The agreement provides that the stockholders have the right to require that we register its shares under the Securities Act of 1933, as amended (the “Securities Act”) for sale to the public, subject to certain conditions. The stockholders also have piggyback registration rights, which means that, if not already registered, they have the right to include their shares in any registration that we effect under the Securities Act, subject to specified exceptions. We must pay all expenses incurred in connection with the exercise of these demand registration rights.

We are unable to estimate the dollar value of the registration rights to the holders of these rights. The amount of reimbursable expenses under the agreements depends on a number of variables, including whether registration rights are exercised incident to a primary offering by us, the form on which we are eligible to register such a transaction, and whether we have a shelf registration in place at the time of a future offering.

Other than as described above, the employment agreements and compensation paid to our directors, we did not engage in any transactions with related parties since January 1, 2024. For a discussion of our employment agreements and compensation paid to our directors, see “Executive Compensation — Employment and Severance Agreements” and “Executive Compensation — Compensation of Directors.”

 

 

The following graph compares the changes over the last five years in the value of  $100 invested at December 31, 2018 in (i) our Common Stock, (ii) the NASDAQ Composite-Total Returns and (iii) the NASDAQ Biotechnology Index. The year-end values of each investment are based on share price appreciation and the reinvestment of all dividends. Historical stock price performance shown on the performance graph is not necessarily indicative of future stock price performance.

 

Stockholders or other interested parties may communicate with the Board of Directors by sending a letter to Soligenix, Inc. Board of Directors, c/o The Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540. The Office of the Secretary will receive the correspondence and forward it to the director(s) to whom the communication is addressed.

Under SEC Rule 14a-8, stockholder proposals for the Annual Meeting of Stockholders to be held in 2026 will not be included in the proxy statement for that meeting unless the proposal is proper for inclusion in the proxy statement and for consideration at the next Annual Meeting of Stockholders, and is received by our Secretary at our executive offices, no later than January 5, 2026. Stockholders must also follow the other procedures prescribed in SEC Rule 14a-8 under the Exchange Act, as well as our Bylaws, which contain requirements that are separate and apart from the SEC requirements of Rule 14a-8. Our Bylaws provide that stockholders desiring to bring business before the 2026 Annual Meeting, including nomination of a person for election to our Board of Directors, must provide written notice to our Secretary at our executive offices no earlier than 75 days, and no later than 45 days, before the one-year anniversary of the mailing of this Proxy Statement. The written notice must include the information required by Section 2.4 of the Bylaws: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act, and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on our books, and of such beneficial owner, (ii) the class and number of our shares that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or such beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of our voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of our voting shares to elect such nominee or nominees.

Some banks, brokers and other nominee record holders may be participating in the practice of  “householding” proxy statements, annual reports and Notices of Internet Availability of Proxy Materials. This means that only one copy of our proxy statement, annual report or Notices of Internet Availability of Proxy Materials may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of any of the documents to you if you notify our Secretary at our executive offices of your desire to receive additional copies. If you wish to receive separate copies of the annual report, proxy statement and other proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at our executive offices.

Our financial statements are contained in our Annual Report on Form 10-K for our fiscal year ended December 31, 2024 that was filed with the SEC on March 21, 2025, a copy of which is being delivered with this Proxy Statement. Such report and the financial statements contained therein are not to be considered as a part of this soliciting material.

 

The Form 10-K delivered with this Proxy Statement does not include copies of the exhibits to that filing. We will furnish any such exhibit upon payment of a reasonable fee by request sent to us, c/o Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

Management knows of no matters that are to be presented for action at the meeting other than those set forth above. If any other matters properly come before the meeting, the persons named in the form of proxy will vote the shares represented by proxies in accordance with their judgment on such matters.

The cost of this proxy solicitation will be borne by us. In addition to the solicitation of proxies by mail, our directors, officers and employees may also solicit proxies by telephone, facsimile, e-mail or other forms of communication, without special compensation for such activities. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies. If we do, our costs for such services will be within the range of what is customary for companies with similar operations and a similar number of stockholders and are not expected to be material. We will also request banks, brokers, fiduciaries, custodians, nominees and certain other record holders to send proxies, proxy statements and other materials to their principals at our expense. We will reimburse such banks, brokers, fiduciaries, custodians, nominees and other record holders for their reasonable out-of-pocket expenses of solicitation.

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To vote using your mobile device, sign up for e-delivery or download annual meeting materials.

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Friday, June 20, 2025 at 9:00 a.m., Eastern Daylight Time.

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​		​	​	40.4 tons of wood saved; or the equivalent of 242 trees	​
​		​	​	258 million BTU’s saved; or the equivalent of 307 residential refrigerators operating for one year	​
​		​	​	182,000 pounds of CO2 saved; or the equivalent of 16.5 cars operating for one year	​
​		​	​	217,000 gallons of water saved; or the equivalent of 10 swimming pools	​
​		​	​	11,900 pounds of solid waste saved	​
​		​	​	16.2 pounds of hazardous air pollutants saved	​

 

ANNEX A

SOLIGENIX, INC.

2025 EQUITY INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON MAY 5, 2025

The purpose of the Soligenix, Inc. 2025 Equity Incentive Plan (the “Plan”) is to advance the interests of Soligenix, Inc. by enhancing its ability to attract and retain employees and other persons who can make significant contributions to the success of the Company through ownership of shares of the Company’s common stock.

The Plan is intended to accomplish this goal by enabling the Company to grant Awards in the form of options, restricted stock awards, deferred stock awards, unrestricted stock, performance awards, or combinations thereof, as described in greater detail below.

ARTICLE I
DEFINITIONS

1.1   General.   Wherever the following terms are used in this Plan they shall have the meaning specified below, unless the context clearly indicates otherwise.

1.2   Award.   “Award” shall mean the grant of an option, deferred stock, restricted stock, unrestricted stock, performance award, stock appreciation right or any combination thereof pursuant to this Plan.

1.3   Award Limit.   “Award Limit” shall mean six million (6,000,000) shares of common stock, plus the amount of any increase in the number of shares that may be available for issuance pursuant to Section 2.1(a).

1.4   Board.   “Board” shall mean the Board of Directors of the Company.