Soligenix Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
On January 23, 2026, Soligenix, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) entered into an At Market Issuance Sales Agreement (as amended, the “Sales Agreement”), pursuant to which the Company may sell from time to time, at its option, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $3,450,000, through Rodman, as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Rodman may sell the shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market, the trading market for our common stock, or any other existing trading market in the United States for the common stock, sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. The Company cannot provide any assurances that it will issue any shares pursuant to the Sales Agreement. The Sales Agreement may be terminated by the Company upon notice to Rodman or by Rodman upon notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earliest of (a) December 15, 2026, (b) the sale of all of the shares of common stock subject to the Sales Agreement, (c) the termination of the Sales Agreement by Rodman or the Company, as permitted therein, and (d) the mutual agreement of the parties.
The Company will pay Rodman a fixed commission rate equal to up to 3.0% of the gross proceeds from the sale of shares sold under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may suspend solicitation and offers under the Sales Agreement. The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-274265), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 30, 2023, and that was declared effective on December 15, 2023, the base prospectus filed as part of such registration statement, and the prospectus supplement dated January 23, 2026, filed by the Company with the SEC.
The Company has agreed in the Sales Agreement to provide indemnification and contribution to Rodman against certain liabilities, including liabilities under the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The description of the Sales Agreement presented here does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the shares that will be issued pursuant to the Sales Agreement under the prospectus supplement filed on August 16, 2024, is filed herewith as Exhibit 5.1.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Duane Morris LLP | |
| 10.1 | At Market Issuance Sales Agreement dated January 23, 2026 between Soligenix, Inc. and Rodman & Renshaw LLC | |
| 23.1 | Consent of Duane Morris LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Soligenix, Inc. | ||
| January 23, 2026 | By: | /s/ Christopher J. Schaber |
| Christopher J. Schaber, Ph.D. | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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