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Soligenix, Inc. (SNGX) is the issuer in an amended Schedule 13G reporting that Capuchin Capital Fund LP, its general partner MJL Manager LLC, and Michael Liu each report the same 2,053,706 shares, or 9.4% of the class. Each reports shared voting and dispositive power over those shares, with zero sole voting or dispositive power.
MJL Manager LLC is Capuchin Capital Fund LP’s general partner, and Michael Liu is MJL’s sole control person with authority to direct voting and disposition of the fund’s shares.
Key Figures
Reported beneficial ownership:2,053,706 sharesPercent of class:9.4%
2 metrics
Reported beneficial ownership2,053,706 sharesEach reporting person reports this share count.
Percent of class9.4%Reported for each reporting person.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared Voting Powertechnical
"Shared Voting Power 2,053,706.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powertechnical
"Shared Dispositive Power 2,053,706.00"
pecuniary interestfinancial
"except to the extent of such person's actual pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many SNGX shares are reported in the amended Schedule 13G?
Capuchin Capital Fund LP, MJL Manager LLC and Michael Liu each report 2,053,706 shares, or 9.4% of the class, with shared voting and dispositive power over the reported shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SOLIGENIX, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
834223604
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
834223604
1
Names of Reporting Persons
MJL Manager LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,053,706.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,053,706.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,053,706.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: MJL Manager LLC ("MJL") is the general partner of Capuchin Capital Fund LP.
SCHEDULE 13G
CUSIP Number(s):
834223604
1
Names of Reporting Persons
Michael Liu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,053,706.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,053,706.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,053,706.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Michael Liu is the sole control person of MJL and, in such capacity, has the authority to direct the voting and disposition of the shares held by Capuchin Capital Fund LP. The reporting of shared power by the reporting persons shall not be construed as an admission that they are the beneficial owner of shares beneficially owned by the other, and each expressly disclaims beneficial ownership except to the extent of such person's actual pecuniary interest therein.
SCHEDULE 13G
CUSIP Number(s):
834223604
1
Names of Reporting Persons
Capuchin Capital Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,053,706.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,053,706.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,053,706.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SOLIGENIX, INC.
(b)
Address of issuer's principal executive offices:
29 EMMONS DRIVE, 29 EMMONS DRIVE, PRINCETON, NEW JERSEY, 08540.
Item 2.
(a)
Name of person filing:
MJL Manager LLC
Michael Liu
Capuchin Capital Fund LP
(b)
Address or principal business office or, if none, residence:
12 Manley Road, Pennington NJ 08534
(c)
Citizenship:
MJL Manager LLC - New Jersey
Michael Liu - USA
Capuchin Capital Fund LP - Delaware
(d)
Title of class of securities:
Common Stock, par value $.001 per share
(e)
CUSIP No.:
834223604
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
MJL Manager LLC - 2,053,706
Michael Liu - 2,053,706
Capuchin Capital Fund LP - 2,053,706
(b)
Percent of class:
MJL Manager LLC - 9.4%
Michael Liu - 9.4%
Capuchin Capital Fund LP - 9.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
MJL Manager LLC - 0
Michael Liu - 0
Capuchin Capital Fund LP - 0
(ii) Shared power to vote or to direct the vote:
MJL Manager LLC - 2,053,706
Michael Liu - 2,053,706
Capuchin Capital Fund LP - 2,053,706
(iii) Sole power to dispose or to direct the disposition of:
MJL Manager LLC - 0
Michael Liu - 0
Capuchin Capital Fund LP - 0
(iv) Shared power to dispose or to direct the disposition of:
MJL Manager LLC - 2,053,706
Michael Liu - 2,053,706
Capuchin Capital Fund LP - 2,053,706
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2(a) in lieu of an Exhibit.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
