Soligenix updates ATM capacity to $2.96M

Soligenix, Inc. amends its prospectus supplement to set an at-the-market offering capacity of $2,956,000 of common stock under the Sales Agreement with Rodman & Renshaw LLC.

Rhea-AI Filing Summary

Soligenix, Inc. amends its prospectus supplement to set an at-the-market offering capacity of $2,956,000 of common stock under the Sales Agreement with Rodman & Renshaw LLC. The company reports a public float of $24,511,625 based on 17,261,708 shares held by non-affiliates at $1.42 per share as of April 27, 2026. The supplement notes prior sales of $5,214,498 under the Form S-3 instruction during the preceding 12-month period and lists a last reported sale price of $0.87 on May 27, 2026.

Insights

Capital Markets Specialist

Updated ATM capacity and public float calculations clarify available issuance under the Sales Agreement.

The prospectus supplement adjusts the maximum aggregate offering price to $2,956,000 under an At Market Issuance Sales Agreement with Rodman & Renshaw LLC, tied to the company’s current public float of $24,511,625. This follows General Instruction I.B.6 of Form S-3.

Execution depends on market activity and any future change in public float; further prospectus supplements will be filed if the public float increases and allows additional sales.

Key Figures

ATM capacity: $2,956,000 Public float: $24,511,625 Non-affiliate shares: 17,261,708 shares +3 more

6 metrics

ATM capacity $2,956,000 May 28, 2026 prospectus supplement

Public float $24,511,625 Calculated from 17,261,708 non-affiliate shares at $1.42 on April 27, 2026

Non-affiliate shares 17,261,708 shares Used to calculate public float as of April 27, 2026

Price used for float $1.42/share Last reported sale price on April 27, 2026 (Nasdaq)

Prior 12-month sales under I.B.6 $5,214,498 Aggregate market value sold during the prior 12-month period

Last reported sale price $0.87/share Last reported sale price on May 27, 2026 (Nasdaq)

Key Terms

At Market Issuance Sales Agreement, public float, General Instruction I.B.6, Form S-3

4 terms

At Market Issuance Sales Agreement financial

"offering, issuance and sale by us of our common stock ... under the At Market Issuance Sales Agreement"

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

public float financial

"current aggregate market value of our outstanding common stock held by non-affiliates, or public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

General Instruction I.B.6 regulatory

"Pursuant to General Instruction I.B.6, as of the date hereof, we currently may offer and sell"

Form S-3 regulatory

"filed as a part of our registration statement on Form S-3 (File No. 333-274265)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What amount is Soligenix (SNGX) authorized to sell under the Sales Agreement?

Soligenix may sell up to $2,956,000 of common stock under the Sales Agreement. This capacity is calculated under Form S-3 General Instruction I.B.6 and is stated in the May 28, 2026 prospectus supplement.

How was the public float calculated for Soligenix's prospectus supplement?

Public float is listed as $24,511,625, based on 17,261,708 shares held by non-affiliates at a price of $1.42 per share, the last reported sale price on April 27, 2026.

Has Soligenix previously sold shares under this registration during the past 12 months?

Yes. The supplement states the company sold securities with an aggregate market value of $5,214,498 pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar-month period ending on the supplement date.

Who is the sales agent for Soligenix’s at-the-market program?

Rodman & Renshaw LLC is named as the sales agent under the At Market Issuance Sales Agreement dated January 23, 2026, as disclosed in the prospectus supplement filed May 28, 2026.

What share price references are included in the prospectus supplement?

The supplement cites a price of $1.42 per share as of April 27, 2026 for public float calculation and a last reported sale price of $0.87 on May 27, 2026, both reported on the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:20 PM Learn about SEC filing dates

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 Filed Pursuant to Rule 424(b)(5)​

 Registration No. 333-274265​

PROSPECTUS SUPPLEMENT
(To Prospectus Supplement dated January 23, 2026

to Prospectus dated December 15, 2023)

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Soligenix, Inc.

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Up to $2,956,000

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COMMON STOCK

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This prospectus supplement (the “Prospectus Supplement”) amends and supplements the information in the prospectus supplement dated January 23, 2026 (the “January Prospectus”), filed as a part of our registration statement on Form S-3 (File No. 333-274265) (the “Registration Statement”) and the prospectus dated December 15, 2023 contained therein (the “December Prospectus” and, together with the January Prospectus, the “Prior Prospectus”), relating to the offering, issuance and sale by us of our common stock, par value $0.001 per share, from time to time, that may be issued and sold under the At Market Issuance Sales Agreement (the “Sales Agreement”), dated January 23, 2026, by and between us and Rodman & Renshaw LLC, as sales agent. This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Prospectus Supplement to amend the Prior Prospectus to update the maximum dollar amount of shares we are eligible to sell under the Sales Agreement and the Prospectus Supplement. As of the date hereof, the current aggregate market value of our outstanding common stock held by non-affiliates, or public float, is $24,511,625, which was calculated based on 17,261,708 outstanding shares of common stock held by non-affiliates as of such date and a price of $1.42 per share, the last reported sales price of our common stock on April 27, 2026, as reported on the Nasdaq Capital Market.

Pursuant to General Instruction I.B.6, as of the date hereof, we currently may offer and sell common stock having an aggregate offering price of up to $2,956,000 under the Sales Agreement, which amount is in addition to the common stock that we have sold to date in accordance with the Sales Agreement under the Prior Prospectus. If our public float increases such that we may sell additional amounts under the Sales Agreement and the Registration Statement of which this Prospectus Supplement and the Prior Prospectus are a part, we will file another prospectus supplement prior to making additional sales. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of the aggregate market value of our common stock held by non-affiliates in any 12 calendar month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million. As of the date hereof, we have sold securities with an aggregate market value of $5,214,498 pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof.

Our common stock is listed on the Nasdaq Capital Market under the symbol “SNGX.” On May 27, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.87 per share.

We are a smaller reporting company as defined under Rule 405 of the Securities Act of 1933, as amended, and as such, we have elected to comply with certain reduced public company reporting requirements. See the section entitled

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“Summary — Implications of Being a Smaller Reporting Company” on page S-3 of the Prior Prospectus for additional information.

Investing in our common stock involves a high degree of risk. Before buying any shares, you should read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page S-7 of the Prior Prospectus, and in our most recent Annual Report on Form 10-K and in the risks discussed under similar headings in the documents incorporated by reference in this Prospectus Supplement and the Prior Prospectus, as they may be amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prior Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense.

Rodman & Renshaw LLC

The date of this Prospectus Supplement is May 28, 2026.

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