UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2023

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-14778

SOLIGENIX, INC.

(Exact name of registrant as specified in its charter)


DELAWARE		41-1505029
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)



29 EMMONS DRIVE, SUITE B-10 PRINCETON, NJ		08540
(Address of principal executive offices)		(Zip Code)

(609) 538-8200

(Registrant’s telephone number, including area code)

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


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

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 9, 2023, 8,115,854 shares of the registrant’s common stock (par value, $.001 per share) were outstanding.

Table of Contents

SOLIGENIX, INC.

Index

	Description	Page

Part I	FINANCIAL INFORMATION

Item 1	Consolidated Financial Statements
	Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)	2
	Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022 (unaudited)	3
	Consolidated Statements of Changes in Mezzanine Equity and Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022 (unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4	Controls and Procedures	51

Part II	OTHER INFORMATION

Item 1	Legal Proceedings	52
Item 1A	Risk Factors	53
Item 6	Exhibits	54

SIGNATURES		55

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Soligenix, Inc. and Subsidiaries

Consolidated Balance Sheets


	March 31,		December 31,
	2023		2022
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	10,265,850	$	13,359,615
Contracts and grants receivable		218,008		115,130
Research and development incentives receivable, current		24,774		104,198
Prepaid expenses and other current assets		213,315		274,209
Total current assets		10,721,947		13,853,152
Security deposit		22,777		22,777
Office furniture and equipment, net of accumulated depreciation of $116,551 and $114,766		16,696		18,481
Deferred issuance cost		20,153		20,206
Right-of-use lease assets		314,051		340,987
Research and development incentives receivable, net of current portion		6,193		24,114
Total assets	$	11,101,817	$	14,279,717

Liabilities, mezzanine equity and shareholders' deficit
Current liabilities:
Accounts payable	$	2,768,999	$	3,865,796
Accrued expenses		2,451,139		2,307,746
Accrued compensation		44,492		336,692
Lease liabilities, current		112,051		108,948
Convertible debt, net of debt discount of $0 and $102,309		6,000,000		9,897,691
Total current liabilities		11,376,681		16,516,873
Non-current liabilities:
Convertible debt, net of debt discount of $92,067		2,907,933		—
Lease liabilities, net of current portion		204,268		233,627
Total liabilities		14,488,882		16,750,500

Commitments and contingencies

Mezzanine equity:

SEC Form 10-Q filed by Soligenix Inc.