SOLIGENIX INC
For the period ended Jun 20, 2025. Filed May 5, 2025.
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Jun 20, 2025 · Filed May 5, 2025
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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
(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.
May 5, 2025
| | | “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.” | |
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Dear Stockholder:
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 2 nd 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
| | Notice of Annual Meeting of Stockholders | |
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| · · · · · MEETING AGENDA · | |||||
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| | | 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD: Virtually at www.virtualshareholermeeting.com/ sngx2025 DATE AND TIME: Friday, June 20, 2025 at 9:00 a.m., Eastern Daylight Time. | | | |
| | 1 | | | To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified; | |
| | 2 | | | To approve the 2025 Equity Incentive Plan; | |
| | 3 | | | To hold an advisory vote on executive compensation; | |
| | 4 | | | To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2025; | |
| | 5 | | | To approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval (the “Adjournment Proposal”); and | |
| | 6 | | | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
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.
Who May Vote:
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.
How 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.
Please Vote As Soon As Possible in one of the following ways:
| | | | BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available) | |
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| | | | BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available) | |
| | | | 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. | |
By Order of the Board of Directors,
Christopher J. Schaber, PhD
President and Chief Executive Officer
Princeton, New Jersey
May 5, 2025
| | Note About Forward-Looking Statements | |
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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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.