Soligenix Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 25, 2025, the Board of Directors of Soligenix, Inc. (the “Company”) approved and adopted an amendment to the Company’s bylaws (the “Amendment”), effective as of such date. The Amendment makes the following change:
The Amendment reduces the quorum required for the transaction of business at meetings of the Company’s stockholders from (i) the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote, to (ii) the holders of one-third (1/3) of the voting power of such shares, present in person or represented by proxy, unless otherwise required by applicable law or the Company’s certificate of incorporation.
The Company has experienced challenges in achieving quorum at prior stockholder meetings, largely due to the size and dispersed nature of its stockholder base and recent changes in brokerage firm policies that have curtailed discretionary voting authority, even for “routine matters.” Reducing the quorum requirement is intended to mitigate the risk of failing to achieve quorum at future meetings, which could require costly adjournments, increased proxy solicitation expenses, and cause unnecessary distraction for management and disruption to the Company’s operations.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
3.1 | Second Amended and Restated Bylaws of Soligenix, Inc. effective as of March 25, 2025 | |
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. | |
March 28, 2025 | By: | /s/ Christopher J. Schaber |
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| Christopher J. Schaber, Ph.D. |
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
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