Attached files
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| EX-99.1 - PRESS RELEASE - SOLIGENIX, INC. | f8k020112ex99i_soligenix.htm |
| EX-3.1 - CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. - SOLIGENIX, INC. | f8k020112ex3i_soligenix.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 1, 2012
Commission File No. 000-16929
Soligenix, Inc.
(Exact name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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29 Emmons Drive,
Suite C-10
Princeton, NJ
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08540
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(Address of principal executive offices)
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(Zip Code)
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(609) 538-8200
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(Issuer’s telephone number, including area code)
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 23, 2010, Soligenix, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the grant of discretionary authority to the Company’s Board of Directors (the “Board”) for up to a three year period to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a ratio within the range from 1-for-2 to 1-for-20 and to proportionately reduce the number of shares of the Company’s stock authorized for issuance.
Pursuant to the authority granted to the Board by the stockholders at the Annual Meeting, the Board authorized a 1-for-20 reverse stock split (the “Reverse Split”) of the Common Stock for all stockholders of record as of the close of business on January 31, 2012 and proportionately reduced the number of shares of the Company’s stock authorized for issuance. As a result of the Reverse Split, the total number of outstanding shares of Common stock will be reduced to approximately 11.1 million shares and the conversion ratio for all instruments convertible into or exercisable for shares of Common Stock, including stock options and warrants, will be proportionately adjusted.
The Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware that establishes the number of authorized shares of capital stock which the Company has authority to issue at 20,250,000 shares, consisting of 20,000,000 shares of Common Stock, 230,000 shares of Preferred Stock, par value of $0.001 per share, 10,000 shares of Series B Convertible Preferred Stock, par value of $0.05 per share, and 10,000 shares of Series C Convertible Preferred Stock, par value of $0.05 per share.
Upon the effectiveness of the Charter Amendment at 9:00 a.m., Eastern Standard Time, on February 1, 2012, each 20 shares of old, pre-Reverse Split Common Stock of the Company issued and outstanding were combined into 1 share of new, post-Reverse Split Common Stock. Fractional shares of post-Reverse Split Common Stock will not be issued; instead, fractional shares will rounded up to the nearest whole number.
Following the Reverse Split, the shares of new, post-Reverse Split Common Stock will begin trading on the OCTQB upon the open of trading on February 1, 2012 with the symbol of SNGXD.OB. After 20 trading days, the symbol will revert back to SNGX.OB.
The Company has retained American Stock Transfer & Trust Company (“AST”) to act as exchange agent for the Reverse Split. AST will manage the exchange of old, pre-Reverse Split shares for new, post-Reverse Split shares. Stockholders of record as of the effective time of the Reverse Split will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact AST at (877) 248-6417.
A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
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Item 8.01 Other Events.
The Company issued a press release on January 31, 2012 announcing the effectiveness on February 1, 2012 of the Reverse Split discussed under Item 5.03 of this report. The press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to Amended and Restated Certificate of Incorporation.
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99.1
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Press release issued by Soligenix, Inc. on January 31, 2012.
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SIGNATURES
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.
February 1, 2012 By: /s/ Christopher J. Schaber
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
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