Soligenix Announces Pricing of $4.75 Million Public Offering

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Soligenix, Inc. (Nasdaq: SNGX) has announced the pricing of a $4.75 million public offering, consisting of 11,875,000 shares of common stock and warrants. The offering includes common stock equivalents and warrants to purchase additional shares at $0.40 per share. The gross proceeds are estimated at $4.75 million before expenses. The warrants have an exercise price of $0.40 per share and a five-year expiration period. The offering is set to close soon.

Financial Analyst

The fundraising of Soligenix through a public offering is a tactical decision, reflective of their need to fuel corporate activities, likely including ongoing research and development. The offering's structure, which involves both common stock and accompanying warrants, suggests an attempt to attract investors with a potentially lower entry price point and an incentive mechanism for future investment via warrants. Given the price of $0.40 per share, significantly lower than traditional public offerings, it signals a possible dilution effect for existing shareholders. Investors should monitor the short-term market response to gauge immediate sentiment, while keeping an eye on the long-term utilization of these funds, as effective deployment can lead to pivotal advancements in their product pipeline.

Biotechnology Industry Analyst

Soligenix's focus on rare diseases is a strategic choice that positions it within a niche yet critical segment of the biopharmaceutical market. The capital raised from this offering is pivotal for the continuation of their late-stage trials, where cash flow is important due to the high costs associated with clinical research. The immediate exercise option of the warrants at the same price as the public offering indicates the company's urgency for funds but provides an added incentive for investors to commit now with the prospect of future growth. Success in their trials could lead to significant market opportunities and ultimately transform this capital into meaningful shareholder value. However, it's important to acknowledge that the inherent risks of drug development could affect the expected returns on such investments.

PRINCETON, N.J., April 18, 2024 /PRNewswire/ -- Soligenix, Inc. (Nasdaq: SNGX) ("Soligenix" or the "Company"), a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need, today announced the pricing of its public offering of 11,875,000 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 11,875,000 shares of common stock at a combined public offering price of $0.40 per share and accompanying warrant for aggregate gross proceeds of approximately $4.75 million, before deducting placement agent fees and other offering expenses. The warrants will have an exercise price of $0.40 per share, will be exercisable immediately and will expire five years from the issuance date.

The closing of the offering is expected to occur on or about April 22, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering to fund the Company's research and development and commercialization activities, and for general corporate and working capital purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

A registration statement on Form S-1 (File No. 333-276511) relating to the sale of these securities was declared effective by the Securities and Exchange Commission (the "SEC") on April 15, 2024. This offering is being made only by means of a prospectus. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Electronic copies of the prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Soligenix

Soligenix is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. Our Specialized BioTherapeutics business segment is developing and moving toward potential commercialization of HyBryte™ (SGX301 or synthetic hypericin sodium) as a novel photodynamic therapy utilizing safe visible light for the treatment of cutaneous T-cell lymphoma (CTCL). With successful completion of the second Phase 3 study, regulatory approvals will be sought to support potential commercialization worldwide. Development programs in this business segment also include expansion of synthetic hypericin (SGX302) into psoriasis, our first-in-class innate defense regulator (IDR) technology, dusquetide (SGX942) for the treatment of inflammatory diseases, including oral mucositis in head and neck cancer, and (SGX945) in Behçet's Disease.

Our Public Health Solutions business segment includes development programs for RiVax^®, our ricin toxin vaccine candidate, as well as our vaccine programs targeting filoviruses (such as Marburg and Ebola) and CiVax™, our vaccine candidate for the prevention of COVID-19 (caused by SARS-CoV-2). The development of our vaccine programs incorporates the use of our proprietary heat stabilization platform technology, known as ThermoVax^®. To date, this business segment has been supported with government grant and contract funding from the National Institute of Allergy and Infectious Diseases (NIAID), the Defense Threat Reduction Agency (DTRA) and the Biomedical Advanced Research and Development Authority (BARDA).

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements that reflect Soligenix's current expectations about its future results, performance, prospects and opportunities, including but not limited to, potential market sizes, patient populations, clinical trial enrollment, the expected timing for closing the offering described herein and the intended use of proceeds therefrom. Statements that are not historical facts, such as "anticipates," "estimates," "believes," "hopes," "intends," "plans," "expects," "goal," "may," "suggest," "will," "potential," or similar expressions, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements, and include the expected amount and use of proceeds from the offering and the expected closing date of the offering. Soligenix cannot assure you that it will be able to successfully develop, achieve regulatory approval for or commercialize products based on its technologies, particularly in light of the significant uncertainty inherent in developing therapeutics and vaccines against bioterror threats, conducting preclinical and clinical trials of therapeutics and vaccines, obtaining regulatory approvals and manufacturing therapeutics and vaccines, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further funding to support product development and commercialization efforts, including grants and awards, maintain its existing grants which are subject to performance requirements, enter into any biodefense procurement contracts with the U.S. Government or other countries, that it will be able to compete with larger and better financed competitors in the biotechnology industry, that changes in health care practice, third party reimbursement limitations and Federal and/or state health care reform initiatives will not negatively affect its business, or that the U.S. Congress may not pass any legislation that would provide additional funding for the Project BioShield program. In addition, there can be no assurance as to the timing or success of any of its clinical/preclinical trials. Despite the statistically significant result achieved in the first HyBryte™ (SGX301) Phase 3 clinical trial for the treatment of cutaneous T-cell lymphoma, there can be no assurance that the second HyBryte™ (SGX301) Phase 3 clinical trial will be successful or that a marketing authorization from the FDA or EMA will be granted. Additionally, although the EMA has agreed to the key design components of the second HyBryte™ (SGX301) Phase 3 clinical trial, no assurance can be given that the Company will be able to modify the development path to adequately address the FDA's concerns or that the FDA will not require a longer duration comparative study.  Notwithstanding the result in the first HyBryte™ (SGX301) Phase 3 clinical trial for the treatment of cutaneous T-cell lymphoma and the Phase 2a clinical trial of SGX302 for the treatment of psoriasis, there can be no assurance as to the timing or success of the clinical trials of SGX302 for the treatment of psoriasis. Further, there can be no assurance that RiVax® will qualify for a biodefense Priority Review Voucher (PRV) or that the prior sales of PRVs will be indicative of any potential sales price for a PRV for RiVax®. Also, no assurance can be provided that the Company will receive or continue to receive non-dilutive government funding from grants and contracts that have been or may be awarded or for which the Company will apply in the future. These and other risk factors are described from time to time in filings with the Securities and Exchange Commission (the "SEC"), including, but not limited to, the Company's preliminary prospectus (Registration No. 333-276511) filed with the SEC on April 2, 2024, and Soligenix's reports on Forms 10-Q and 10-K. Unless required by law, Soligenix assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.

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SOURCE SOLIGENIX, INC.

FAQ

What is the total amount of the public offering announced by Soligenix, Inc.?

Soligenix, Inc. announced a public offering of approximately $4.75 million.

How many shares of common stock are included in the public offering by Soligenix, Inc.?

The public offering by Soligenix, Inc. includes 11,875,000 shares of common stock.

What is the exercise price of the warrants included in Soligenix, Inc.'s public offering?

The warrants included in Soligenix, Inc.'s public offering have an exercise price of $0.40 per share.

When will the warrants from Soligenix, Inc.'s public offering expire?

The warrants from Soligenix, Inc.'s public offering will expire five years from the issuance date.

What is the expected closing date for Soligenix, Inc.'s public offering?

The closing of Soligenix, Inc.'s public offering is expected to occur on or before the specified date.