Soligenix (NASDAQ: SNGX) warned on Nasdaq equity listing compliance

Rhea-AI Filing Summary

Soligenix, Inc. reported that it received a notice from Nasdaq on August 15, 2025 stating the company no longer meets the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market. In its Form 10-Q for the quarter ended June 30, 2025, Soligenix reported stockholders’ equity of $1,828,951, below this threshold, although this figure does not include gross proceeds of approximately $1,439,300 from sales under its At-The-Market facility on July 1, 2025.

The company also does not satisfy Nasdaq’s alternative continued listing standards based on market value or net income. The notice does not immediately affect trading, and the stock continues to trade on Nasdaq under the symbol SNGX. Soligenix has 45 calendar days, until September 29, 2025, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to evidence compliance. If the plan is not accepted or compliance is not regained, the company’s common stock could become subject to delisting, with the possibility of an appeal to a Nasdaq Hearings Panel.

Positive

• None.

Negative

• Nasdaq noncompliance and delisting risk: Soligenix’s reported stockholders’ equity of $1,828,951 is below Nasdaq’s $2,500,000 requirement, and the company also fails alternative listing standards, creating a defined timeline and explicit risk that its common stock could ultimately be delisted if compliance is not regained.

Insights

Equity & Listing Standards Analyst

Nasdaq equity deficiency raises near-term listing and financing risk.

Soligenix has been notified by Nasdaq that its stockholders’ equity of $1,828,951 as of June 30, 2025 is below the $2,500,000 requirement for The Nasdaq Capital Market. The company also does not meet the alternative continued listing standards based on a $35,000,000 market value of listed securities or $500,000 in net income from continuing operations over specified periods. This combination signals a relatively weak capital position under Nasdaq’s rules.

The notice does not immediately affect trading, and the common stock continues on Nasdaq under the symbol SNGX. Soligenix notes that its June 30 equity figure excludes approximately $1,439,300 of gross proceeds from At-The-Market sales on July 1, 2025, which may improve reported equity in future filings. However, the company explicitly cautions there is no assurance its compliance plan will be accepted or that it will successfully regain compliance.

Key procedural dates are a 45-day window, until September 29, 2025, to submit a plan, and a potential extension of up to 180 days from the August 15, 2025 notice to demonstrate compliance. If Soligenix fails to satisfy Nasdaq’s requirements within these parameters, its common stock could become subject to delisting, though Nasdaq rules would allow an appeal to a Hearings Panel, which would stay any suspension or delisting action during the hearing process and any additional extension period granted.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): August 15, 2025

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Commission File No. 001-14778

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Soligenix, Inc.

(Exact name of small business issuer as specified in its charter)

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DELAWARE	​	41-1505029
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
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29 Emmons Drive, Suite B-10 Princeton, NJ	​	08540
(Address of principal executive offices)		(Zip Code)

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(609) 538-8200

(Issuer’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		SNGX		The Nasdaq Capital Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company  ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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On August 15, 2025, Soligenix, Inc. (the “Company”) received notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company reported stockholders’ equity of $1,828,951, which is below the Stockholders’ Equity Requirement for continued listing. This amount does not reflect sales activity under the Company’s At-The-Market (“ATM”) facility on July 1, 2025, which generated total gross proceeds of approximately $1,439,300. Additionally, as of the date of this report, the Company does not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules, market value of listed securities of at least $35 million, or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

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The Notice has no immediate effect on the listing of the Company’s common stock and the Company’s common stock continues to trade on The Nasdaq Capital Market under the symbol “SNGX,” subject to the Company’s compliance with the other continued listing requirements.

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Pursuant to the Notice, Nasdaq has given the Company 45 calendar days, or until September 29, 2025, to submit to Nasdaq a plan to regain compliance. If the Company’s plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance.

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The Company is currently evaluating various courses of action to regain compliance and plans to timely submit its plan to Nasdaq to regain compliance with the Stockholders’ Equity Requirement. There can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance is not accepted, or if it is and the Company does not regain compliance within 180 days from the date of Nasdaq’s letter, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

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Safe Harbor for Forward-Looking Statements

Certain statements contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others, the failure to submit a plan for regaining compliance with the Stockholders’ Equity Requirement to Nasdaq and the other risks, uncertainties and factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report for the year ended December 31, 2024 on Form 10-K, which was filed with the SEC. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is providing the information in this report as of the date hereof and assumes no obligations to update the information included in this report or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01. Financial Statements and Exhibits.

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(d)     Exhibits.

Exhibit No.		Description
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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.

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	Soligenix, Inc.
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August 15, 2025	By:	/s/ Christopher J. Schaber
		Christopher J. Schaber, Ph.D.
​	​	President and Chief Executive Officer
​	​	(Principal Executive Officer)

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FAQ

Why did Soligenix (SNGX) receive a Nasdaq deficiency notice?

Soligenix received a notice from Nasdaq because its stockholders’ equity reported in its Form 10-Q for the quarter ended June 30, 2025 was $1,828,951, below the $2,500,000 minimum required for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1).

What are Nasdaq’s continued listing requirements that Soligenix does not meet?

Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000. Soligenix also does not meet the alternative standards of a market value of listed securities of at least $35,000,000, or net income of $500,000 from continuing operations in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

Does the Nasdaq notice immediately affect trading in Soligenix (SNGX) stock?

No. The company states that the notice has no immediate effect on the listing of its common stock, and the shares continue to trade on The Nasdaq Capital Market under the symbol SNGX, subject to compliance with other continued listing requirements.

What deadlines has Nasdaq given Soligenix to regain compliance?

Soligenix has 45 calendar days from the August 15, 2025 notice, or until September 29, 2025, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant an extension of up to 180 calendar days from the date of the notice for Soligenix to evidence compliance.

How does Soligenix’s At-The-Market (ATM) activity factor into its equity position?

The company notes that the $1,828,951 stockholders’ equity reported as of June 30, 2025 does not reflect sales under its At-The-Market facility on July 1, 2025, which generated approximately $1,439,300 in total gross proceeds. These proceeds could affect equity levels reflected in subsequent reporting periods.

What could happen if Soligenix cannot regain Nasdaq listing compliance?

If Soligenix’s plan is not accepted, or if accepted but the company does not regain compliance within up to 180 days from the date of Nasdaq’s letter, or if it fails another Nasdaq requirement, Nasdaq could notify the company that its common stock will become subject to delisting. Under Nasdaq rules, Soligenix could then request a hearing before a Nasdaq Hearings Panel, which would stay any suspension or delisting during the hearing process and any additional extension period granted.