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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):  March 25, 2025

Commission File No. 001-14778

Soligenix, Inc.

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

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(609) 538-8200

(Issuer’s telephone number, including area code)

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):

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

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

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

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

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

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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).

Emerging growth company ☐

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On March 25, 2025, the Board of Directors of Soligenix, Inc. (the “Company”) approved and adopted an amendment to the Company’s bylaws (the “Amendment”), effective as of such date. The Amendment makes the following change:

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The Amendment reduces the quorum required for the transaction of business at meetings of the Company’s stockholders from (i) the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote, to (ii) the holders of one-third (1/3) of the voting power of such shares, present in person or represented by proxy, unless otherwise required by applicable law or the Company’s certificate of incorporation.

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The Company has experienced challenges in achieving quorum at prior stockholder meetings, largely due to the size and dispersed nature of its stockholder base and recent changes in brokerage firm policies that have curtailed discretionary voting authority, even for “routine matters.” Reducing the quorum requirement is intended to mitigate the risk of failing to achieve quorum at future meetings, which could require costly adjournments, increased proxy solicitation expenses, and cause unnecessary distraction for management and disruption to the Company’s operations.

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The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

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(d)     Exhibits.

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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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