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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement.

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement.

☐

Definitive Additional Materials.

☐

Soliciting Material Pursuant to §240.14a-12

SOLIGENIX, INC.

(Name of Registrant as Specified in Its Charter)

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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August 3, 2026

“Among our most important assets is our Nasdaq listing. Maintaining our listing enhances liquidity, access to capital, strategic flexibility and our attractiveness to potential partners and acquirers. Preserving this asset is among the Board of Directors’ highest priorities.”

[MISSING IMAGE: ph_christopherschaber-pn.gif]

Dear Fellow Stockholders:

Every year, I appreciate the opportunity to write directly to you, our stockholders, to reflect on where we have been and, more importantly, where we believe Soligenix is headed. While this past year has been one of the most challenging in our Company’s history, it has also reinforced my belief that Soligenix possesses valuable scientific assets, meaningful development opportunities, and several potential avenues to pursue long-term stockholder value.

First and foremost, I want to acknowledge the disappointment surrounding our Phase 3 FLASH2 study evaluating HyBryte™ for the treatment of early-stage cutaneous T-cell lymphoma (CTCL). Like many of you, I had hoped for a different outcome. Although the study was discontinued following a planned interim analysis, I remain incredibly proud of and thankful to our employees, investigators and, especially, the patients who participated. While this result was disappointing, it does not diminish the innovation represented by HyBryte or the broader value of the Company we have built.

Importantly, HyBryte is only one component of our diversified pipeline. The Behçet’s disease program with SGX945 (dusquetide) illustrates this diversification. In a recently completed Phase 2 study, SGX945 demonstrated promising preliminary efficacy signals and was generally safe and well-tolerated. We are encouraged by these early results and believe they support continued development of SGX945, potentially opening the door to new strategic collaborations, assuming later studies continue to confirm what we have seen to date.

Our heat-stable vaccine platform, ThermoVax®, is another important strategic asset as governments continue investing in biodefense and pandemic preparedness. By reducing dependence on cold-chain distribution, ThermoVax® addresses a significant logistical challenge in vaccine deployment. We intend to continue advancing our heat-stable Bundibugyo Ebola vaccine program through government-supported development efforts while further validating a platform technology that may have applicability across multiple vaccines and biodefense countermeasures.

Beyond advancing our pipeline, we remain focused on maximizing stockholder value through a comprehensive evaluation of strategic alternatives. We have actively explored, and continue to explore, partnerships, licensing opportunities, mergers, acquisitions, financing alternatives and other corporate transactions. While we are in some later-stage discussions, as of the date of this letter, we have not entered into any definitive agreements and can make no promises that any transaction will be consummated on favorable terms or at all. Confidentiality obligations also prevent us from providing additional details regarding any ongoing discussions at this time, and we do not plan to provide further updates unless our public disclosure obligations require otherwise.

Among our most important assets is our Nasdaq listing. Maintaining our listing enhances liquidity, access to capital, strategic flexibility and our attractiveness to potential partners and acquirers. Preserving this asset is among the Board of Directors’ highest priorities, and it is directly connected to two proposals in this year’s proxy statement: a reverse split of our common stock (Proposal 2) and an increase in our authorized shares (Proposal 3). We see these measures as important steps to help us regain and maintain compliance with Nasdaq’s listing standards, although we can provide no guarantees. The Board of Directors recommends that you vote “FOR” each of them.

Despite recent challenges, I remain optimistic about our future. In my view, based on currently available information, I believe today’s market valuation does not fully reflect the combined value of our development pipeline, intellectual property estate and Nasdaq listing. Our responsibility now is to unlock that value through disciplined execution and thoughtful strategic decision-making.

On behalf of the Board of Directors and everyone at Soligenix, thank you for your continued trust, patience and support. We recognize the responsibility that comes with your investment and remain committed to creating value while advancing therapies that address serious unmet medical needs.

Sincerely,

Christopher J. Schaber, PhD
Chairman of the Board of Directors, President and Chief Executive Officer

Note About Forward-Looking Statements: This letter contains forward-looking statements. Please see “Note About Forward-Looking Statements” elsewhere in this Proxy Statement for a description of the risks and uncertainties applicable to such statements, including those made in this letter.

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Notice of Annual Meeting of
Stockholders

	MEETING AGENDA
2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD: Virtually at www.virtualshareholdermeeting.com/sngx2026 DATE AND TIME: Thursday, September 17, 2026 at 9:00 a.m., Eastern Daylight Time.
	1	To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified;
	2	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex A, to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect a reverse stock split with respect to the issued and outstanding common stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board of Directors and included in a public announcement (such proposal, the “Reverse Stock Split Proposal”);
	3	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex B, to increase the number of authorized shares of our common stock from 75,000,000 to 125,000,000 (“Authorized Shares Proposal”);
	4	To hold an advisory vote on executive compensation;
	5	To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;
	6	To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2026;
	7	To approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval (the “Adjournment Proposal”); and
	8	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who May Vote:

Admittance to the virtual meeting will be limited to stockholders. The Board of Directors has fixed the close of business on July 20, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the meeting. A list of stockholders eligible to vote at the meeting will be available for inspection for a period of 10 days prior to the meeting, during regular business hours, at our corporate headquarters. If you want

to inspect the stockholder list prior to the meeting, please call our Corporate Secretary at (609) 538-8200 to schedule an appointment. In addition, the list of stockholders also will be available during the Annual Meeting through the meeting website for stockholders who choose to attend.

How to attend:

You will need to have your 16-Digit Control Number included on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting.

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Please Vote As Soon As Possible in one of the following ways:

				BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available)
				BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available)
				BY MAIL: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

By Order of the Board of Directors,

Christopher J. Schaber, PhD
President and Chief Executive Officer
Princeton, New Jersey
August 3, 2026

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Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward- looking statements, whether because of new information, future events, or otherwise.

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Table of Contents

	Proxy Guide					1
	About Us					1
	Voting Guide					2
	Director Nominee Highlights					5
	Proxy Statement					6
	Proposal 1 – Election of Directors					9
	Director Nominees					10
	Corporate Governance					13
	Code of Ethics					13
	Committees of the Board of Directors					13
	Board Leadership Structure					15
	Director Independence					15
	Environmental, Social and Governance					15
	Diversity Considerations in Identifying Director Nominees					17
	Risk Oversight					17
	Insider Trading Policy					18
	Incentive Compensation Recoupment Policy					19
	Report of the Audit Committee of the Board of Directors					20
	Proposal 2 – Reverse Stock Split Proposal					21
	Proposal 3 – Authorized Shares Proposal					33
	Proposal 4 – Advisory Vote on Executive Compensation					35
	Proposal 5 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation					37
	Proposal 6 – Ratification of Independent Auditors					39
	Proposal 7 – Adjournment Proposal					41
	Security Ownership of Principal Stockholders and Management					42
	Equity Compensation Plan Information					44
	Executive Officers					45
	Executive Compensation					46
	Overview of 2025 Executive Compensation Program					46
	Executive Compensation Review					46
	Summary Compensation					47
	Employment and Severance Agreements					47
	Outstanding Equity Awards at Fiscal Year-End					50
	Pay Versus Performance					51
	Compensation of Directors					53
	Consideration and Determination of Executive and Director Compensation					53
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions					54
	Transactions with Related Persons					54
	Stock Performance Graph					55
	Other Matters					56
	Electronic Delivery of Proxy Materials					58

	PURPOSE OF THESE MATERIALS:
	This Proxy Statement has been prepared and is distributed by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, September 17, 2026, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
	ACCESS THE MEETING:
	The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/ sngx2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.
	MORE INFORMATION:
	Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.
	This Proxy Statement and the accompanying form of proxy will be distributed to stockholders on or about August 3, 2026. Our Annual Report on Form 10-K for the year ended December 31, 2025 (which does not form a part of the proxy solicitation materials) is being distributed concurrently herewith to stockholders.
	SOLIGENIX, INC. 29 Emmons Drive, Suite B-10 Princeton, New Jersey 08540

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Proxy Guide

About Us

				Soligenix, Inc. is a biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need.
	www.soligenix.com Nasdaq: SNGX

TWO AREAS OF FOCUS:


	Specialized BioTherapeutics				Public Health Solutions
	segment dedicated to the development of products for orphan diseases and areas of unmet medical need in oncology and inflammation				segment that develops vaccines for military and civilian applications in the areas of ricin exposure, emerging viral disease including Ebola and Marburg

DEVELOPMENT PIPELINE – RARE DISEASES

2026 Proxy Statement

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Your Vote is Important.

Even if you participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

				BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available)
				BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available)
				BY MAIL: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

Voting Guide

	PROPOSAL 1 (see pages 9-12)
	To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.						OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
	The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.

	PROPOSAL 2 (see pages 21-32)
	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex A, to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect a reverse stock split with respect to the issued and outstanding common stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board of Directors and included in a public announcement.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this Reverse Stock Split Proposal because the Board believes it is important to maintain the listing of the common stock on The Nasdaq Capital Market.

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	PROPOSAL 3 (see pages 33-34)
	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex B, which increases the number of authorized shares of our common stock from 75,000,000 to 125,000,000.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because it is required to continue to operate our business efficiently. The need to increase the authorized shares is primarily driven by our desire to have sufficient shares available for possible merger and acquisition activities, and other corporate development objectives that may occur over the coming months or years.

	PROPOSAL 4 (see pages 35-36)
	To hold an advisory vote on executive compensation.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy.

	PROPOSAL 5 (see pages 37-38)
	To hold an advisory vote on the frequency of holding an advisory vote on executive compensation.						OUR BOARD RECOMMENDS A VOTE FOR ONE YEAR FOR THIS PROPOSAL
	The Board of Directors recommends that you vote for ONE YEAR as the frequency for this “Say-When-on-Pay” advisory proposal because an annual advisory vote allows our stockholders to provide timely feedback on our executive compensation program and enables the Board to be more responsive to stockholder sentiment on this important matter.

	PROPOSAL 6 (see pages 39-40)
	To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2026.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR the ratification of Cherry Bekaert LLP. We believe Cherry Bekaert has sufficient knowledge and experience to provide our company with a wide range of services that are on par with the best offered in the industry.

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	PROPOSAL 7 (see page 41)
	To approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because the Board of Directors believes that, if the number of shares of common stock cast is insufficient to constitute a quorum or approve any proposal, it is in the best interests of the stockholders to enable the Board of Directors to continue to seek to obtain a sufficient number of additional votes to constitute a quorum or approve the proposals.

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Director Nominee Highlights

Committee Composition

Name
Age
Director Since

Primary (Or Former) Occupation

Audit

Compensation

Nominating &
Corporate
Governance

Christopher J.
Schaber, PhD
59
2006

Chairman, President and CEO of Soligenix, Inc.

Gregg A.
Lapointe, CPA, MBA
67
2009

CEO of Cerium Pharmaceuticals

Diane L.
Parks, MBA
73
2019

Head of U.S. Commercial and Senior Vice President of Marketing, Sales & Market Research at Kite Pharma, Inc.

Robert J.
Rubin, MD
80
2009

Professor of Medicine at Georgetown

Jerome B.
Zeldis, MD, PhD
76
2011

Chief Medical Officer of Celgene Corporation

= Chairperson

= Member

	Age			Tenure

	Average Age = 70			Average Years Served = 14.2

2026 Proxy Statement

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SOLIGENIX, INC.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540

Annual Meeting of Stockholders
Thursday, September 17, 2026

Proxy Statement

This Proxy Statement has been prepared and is distributed by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, September 17, 2026, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/sngx2026 and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.

This Proxy Statement and the accompanying form of proxy will be made available to stockholders on or about August 3, 2026. Our Annual Report on Form 10-K for the year ended December 31, 2025 (which does not form a part of the proxy solicitation materials) is being distributed concurrently herewith to stockholders.

Voting Securities; Voting Your Shares; Proxies; Required Vote

VOTING SECURITIES

Each holder of record of our common stock, par value $0.001 per share (“Common Stock”), at the close of business on July 20, 2026 will be entitled to one vote for each share of Common Stock owned on that date as to each matter presented at the Annual Meeting. On July 20, 2026, 21,765,479 shares of Common Stock were outstanding.

VOTING YOUR SHARES

The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

•

By Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available);

•

By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available); and

•

By Mail: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

PROXIES

You cannot vote your shares at the meeting unless you vote electronically or are represented by proxy. All properly executed and unrevoked proxies that are received in time for the meeting will be voted at the meeting or any adjournment or postponement thereof in accordance with instructions thereon, or if no instructions are given, will be voted as follows:

2026 Proxy Statement

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“FOR ALL” in the election of all of the named nominees as directors;

“FOR” the approval of the Reverse Stock Split Proposal;

“FOR” the approval of the Authorized Shares Proposal;

“FOR” the approval, on an advisory basis, of the compensation of our executive officers;

“ONE YEAR” for the approval, on an advisory basis, of the frequency with which stockholders are provided an advisory vote on executive compensation;

“FOR” the ratification of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2026;

“FOR” the approval of the Adjournment Proposal; and

In accordance with the judgment of the persons appointed as proxies with respect to other matters which properly come before the Annual Meeting.

Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, or by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences. Beneficial stockholders may revoke any prior voting instructions by contacting brokers, banks, or other nominees (“Brokers”) that hold their shares or by voting online during the meeting.

REQUIRED VOTE

The following table summarizes the vote required for each proposal, the classification of each proposal as routine or non-routine, and the effect of abstentions and Broker non-votes on each proposal:

Proposal

Vote Required

Routine or
Non-Routine

Effect of
Abstentions

Effect of
Broker Non-Votes

Proposal 1: Election of Directors

Plurality of votes cast

Non-Routine

No effect
(not counted as votes cast)

Proposal 2: Reverse Stock Split

Majority of votes cast

Routine

No effect
(not counted as votes cast)

No effect
(not counted as votes cast)*

Proposal 3: Authorized Shares

Majority of votes cast

Routine

No effect
(not counted as votes cast)

No effect
(not counted as votes cast)*

Proposal 4: Advisory Vote on Executive Compensation

Majority of shares represented and entitled to vote

Non-Routine

Same effect as a vote AGAINST

No effect
(not counted as votes cast)

Proposal 5: Advisory Vote on Frequency of Say-on-Pay

Majority of shares represented and entitled to vote

Non-Routine

Same effect as a vote AGAINST

No effect
(not counted as votes cast)

Proposal 6: Ratification of Cherry Bekaert LLP

Majority of shares represented and entitled to vote

Routine

Same effect as a vote AGAINST

No effect
(not counted as votes cast)*

Proposal 7: Adjournment Proposal

Majority of shares represented and entitled to vote

Routine

Same effect as a vote AGAINST

No effect*

As Proposals 2, 3, 6 and 7 are considered “routine” matters, we do not expect that any Broker non-votes will be recorded for such proposals; however, Broker non-votes may still occur if Brokers choose not to exercise their discretionary authority on a routine matter due to internal policies or otherwise.

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Brokers who hold shares on behalf of beneficial stockholders have discretion to vote such shares with respect to “routine” matters without receiving voting instructions from the beneficial holders of the shares; however, Brokers may choose not to exercise their discretionary authority due to internal policies or otherwise. Brokers do not have discretion to vote such shares with respect to “non-routine” matters without receiving voting instructions. If no instruction is given to Brokers with respect to “non-routine” matters, a “Broker non-vote” is recorded for each such uninstructed share.

Stockholders are not allowed to cumulate their votes in the election of directors.

QUORUM

The required quorum for the transaction of business at the Annual Meeting is one-third of the voting power of shares of Common Stock issued and outstanding on the record date. Shares represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the meeting.

No Appraisal Rights

Stockholders will not have any appraisal rights in connection with any of the proposals to be voted on at the Annual Meeting.

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Proposal 1: Election of Directors

RECOMMENDATION OF THE
BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR ALL” IN THE ELECTION OF DIRECTORS.

Upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors has nominated Christopher J. Schaber, PhD, Gregg A. Lapointe, CPA, MBA, Diane L. Parks, MBA, Robert J. Rubin, MD, and Jerome B. Zeldis, MD, PhD for election to the Board of Directors. Each nominee has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual Meeting.

Our Board of Directors and the Nominating Committee annually evaluate each director’s outside commitments, time availability and effectiveness in connection with the nomination process. Following this review, our Board of Directors and the Nominating Committee determined that all directors continue to devote sufficient time and attention to the Company and remain an effective and engaged member of the Board of Directors.

Unless otherwise directed, the persons appointed in the form of proxy intend to vote at the Annual Meeting “FOR ALL” in the election of directors, which would be a vote for the election of each of Dr. Schaber, Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis as a director to serve until our next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. If any nominee is unable to be a candidate when the election takes place, the shares represented by valid proxies will be voted in favor of such substitute nominee as the Board of Directors recommends or to allow the vacancy to remain open until filled by the Board of Directors, as determined by the Board of Directors. The Board of Directors does not currently anticipate that any nominee will be unable to be a candidate for election. Each director elected to the Board of Directors will serve until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, unless he or she dies, resigns or is removed from office prior to that time.

The table below contains information regarding the current members of the Board of Directors. The ages of individuals are provided as of July 20, 2026:

Name	Age	Position
Christopher J. Schaber, PhD	59	Chairman of the Board, Chief Executive Officer and President
Gregg A. Lapointe, CPA, MBA	67	Director
Diane L. Parks, MBA	73	Director
Robert J. Rubin, MD	80	Director
Jerome B. Zeldis, MD, PhD	76	Director

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Director Nominees

Christopher J. Schaber, PhD		Director Since: August 2006

Age 59	Biography Christopher J. Schaber, PhD has over 35 years of experience in the pharmaceutical and biotechnology industry. Dr. Schaber has been our President and Chief Executive Officer and a director since August 2006. He was appointed Chairman of the Board in October 2009. He also has served on the board of directors of the Biotechnology Council of New Jersey (“BioNJ”) since January 2009 and has been a member of the corporate council of the National Organization for Rare Disorders (“NORD”) since October 2009. He also serves on the scientific advisory board for private start-up medical device company, Simphotek, Inc. Prior to joining Soligenix, Dr. Schaber served from 1998 to 2006 as Executive Vice President and Chief Operating Officer of Discovery Laboratories, Inc., where he was responsible for overall pipeline development and key areas of commercial operations, including regulatory affairs, quality control and assurance, manufacturing and distribution, pre-clinical and clinical research, and medical affairs, as well as coordination of commercial launch preparation activities. From 1996 to 1998, Dr. Schaber was a co-founder of Acute Therapeutics, Inc., and served as its Vice President of Regulatory Compliance and Drug Development. From 1994 to 1996, Dr. Schaber was employed by Ohmeda PPD, Inc., as Worldwide Director of Regulatory Affairs and Operations. From 1989 to 1994, Dr. Schaber held a variety of regulatory, development and operations positions with The Liposome Company, Inc., and Elkins-Sinn Inc., a division of Wyeth-Ayerst Laboratories. Dr. Schaber received his BA degree from Western Maryland College, his MS degree in Pharmaceutics from Temple University School of Pharmacy and his PhD degree in Pharmaceutical Sciences from the Union Graduate School. During his career, Dr. Schaber has played a significant role in raising in excess of $400 million through both public offerings and private placements, as well as approximately $100 million in non-dilutive funding awards from state and federal governmental agencies.

Dr. Schaber was selected to serve as a member of our Board of Directors because of his extensive experience in drug development and pharmaceutical operations, including his experience as a senior executive officer with our company and Discovery Laboratories, Inc., and as a member of the board of directors of BioNJ and Simphotek; because of his proven ability to raise funds and provide access to capital; and because of his advanced degrees in science and business.

Gregg A. Lapointe, CPA, MBA		Director Since: March 2009

Age 67	Biography Gregg A. Lapointe, CPA, MBA has been a director since March 2009. Mr. Lapointe is currently CEO of Cerium Pharmaceuticals, Inc. and serves on the board of directors of Rigel Pharmaceuticals, Inc. Mr. Lapointe has previously served on the board of directors of Astria Therapeutics, Inc., ImmunoCellular Therapeutics Ltd., Raptor Pharmaceuticals, Inc., SciClone Pharmaceuticals, Inc., the Pharmaceuticals Research and Manufacturers of America (PhRMA), Questcor Pharmaceuticals, Inc. and the board of trustees of the Keck Graduate Institute of Applied Life Sciences. He previously served in varying roles for Sigma-Tau Pharmaceuticals, Inc. (now known as Leadiant Biosciences, Inc.), a private biopharmaceutical company, from September 2001 through February 2012, including Chief Operating Officer from November 2003 to April 2008 and Chief Executive Officer from April 2008 to February 2012. From May, 1996 to August 2001, he served as Vice President of Operations and Vice President, Controller of AstenJohnson, Inc. (formerly JWI Inc.). Prior to that, Mr. Lapointe spent several years in the Canadian medical products industry in both distribution and manufacturing. Mr. Lapointe began his career at Price Waterhouse. Mr. Lapointe received his B.A. degree in Commerce from Concordia University in Montreal, Canada, a graduate diploma in Accountancy from McGill University and his M.B.A. degree from Duke University. He is a C.P.A. in the state of Illinois.

Mr. Lapointe was selected to serve as a member of our Board of Directors because of his significant experience in the areas of global strategic planning and implementation, business development, corporate finance, and acquisitions, and his experience as an executive officer and board member in the pharmaceutical and medical products industries.

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Diane L. Parks, MBA		Director Since: July 2019

Age 73	Biography Diane L. Parks, MBA has been a director since July 2019. From February 2016 until July 2018, she served as Head of U.S. Commercial and Senior Vice President of Marketing, Sales & Market Research at Kite Pharma, Inc., a privately-held biopharma company. From October 2014 to October 2015, Ms. Parks served as Vice President of Global Marketing at Pharmacyclics LLC, a privately-held biopharmaceutical company. Prior to Pharmacyclics LLC, Ms. Parks held senior leadership roles as Vice President of Sales for Amgen, Inc., a publicly traded biopharmaceutical company, representing oncology and nephrology products, and Senior Vice President of Specialty Biotherapeutics and Managed Care at Genentech, Inc., a biotechnology company that was acquired by Roche Holding AG in 2009. At Genentech, she led the launches of multiple products as well as commercial development of Lucentis® and Rituxan®. Ms. Parks has been member of the board of directors of Kura Oncology, a publicly traded biopharmaceutical company, since November 2019. Since June 2022, she has also been a member of Celularity, Inc. board of directors. From May 2019 to October 2024 Diane was a member of the board of directors of Calliditas Therapeutics AB, a biopharmaceutical company. From October 2019 to July 2023, Ms. Parks was a member of the board of directors for TriSalus Life Sciences, a biotech company. Ms. Parks holds a Bachelor of Science from Kansas State University and a Master of Business Administration in Marketing from Georgia State University. She has been a commercial leader in the biotech and pharma industry for over 30 years.

Ms. Parks was selected to serve as a member of our Board of Directors because of her over 30 years’ experience as a businesswoman and commercial executive with an extensive record of driving profitable growth for large pharmaceutical and biotech companies.

Robert J. Rubin, MD		Director Since: October 2009

Age 80	Biography Robert J. Rubin, MD has been a director since October 2009. Dr. Rubin was a clinical professor of medicine at Georgetown University from 1995 until 2012 when he was appointed a Distinguished Professor of Medicine. From 1987 to 2001, he was President of the Lewin Group (purchased by Quintiles Transnational Corp. in 1996), an international health policy and management consulting firm. From 1994 to 1996, Dr. Rubin served as Medical Director of ValueRx, a pharmaceutical benefits company. From 1992 to 1996, Dr. Rubin served as President of Lewin-VHI, a health care consulting company. From 1987 to 1992, he served as President of Lewin-ICF, a health care consulting company. From 1984 to 1987, Dr. Rubin served as a principal of ICF, Inc., a health care consulting company. From 1981 to 1984, Dr. Rubin served as the Assistant Secretary for Planning and Evaluation at the Department of Health and Human Services and as an Assistant Surgeon General in the U.S. Public Health Service. Dr. Rubin has served on the Board of BioTelemetry, Inc. (formerly known as CardioNet, Inc.) from 2007 to February 2021. He is currently on the Board of Cerium Pharmaceuticals where he is also the acting Chief Medical Officer since July 2022. He is a board certified nephrologist and internist. Dr. Rubin received an undergraduate degree in Political Science from Williams College and his medical degree from Cornell University Medical College.

Dr. Rubin was selected to serve as a member of our Board of Directors because of his vast experience in the health care industry, including his experience as a nephrologist, internist, clinical professor of medicine and Assistant Surgeon General, and his business experience in the pharmaceutical industry.

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Jerome B. Zeldis, MD, PhD		Director Since: June 2011

Age 76	Biography Jerome B. Zeldis, MD, PhD has been a director since June 2011. In March 2023 Dr. Zeldis retired as Executive Vice President, Research and Development of Neximmune. He was the Chief Medical Officer and President of Clinical Research, Drug Safety and Regulatory of Sorrento Therapeutics, Inc. and Celularity, Inc. Previously, Dr. Zeldis was Chief Executive Officer of Celgene Global Health and Chief Medical Officer of Celgene Corporation, a publicly traded, fully integrated biopharmaceutical company. He was employed by Celgene from 1997 to 2016. From September 1994 to February 1997, Dr. Zeldis worked at Sandoz Research Institute and the Janssen Research Institute in both clinical research and medical development. He has been a board member of several biotechnology companies and is currently on the boards of Metastat, Inc., PTC Therapeutics Inc., BioSig Technologies, Inc., the Castleman’s Disease Organization and Alliqua, Inc. He has previously served on the boards of the NJ Chapter of the Arthritis Foundation and PTC Therapeutics, Inc. Additionally, he has served as Assistant Professor of Medicine at the Harvard Medical School from July 1987 to September 1988, Associate Professor of Medicine at University of California, Davis from September 1988 to September 1994, Clinical Associate Professor of Medicine at Cornell Medical School from January 1995 to December 2003 and Professor of Clinical Medicine at the Robert Wood Johnson Medical School from July 1998 to June 2010. Dr. Zeldis received a BA and an MS from Brown University, and an MD, and a PhD in Molecular Biophysics and Biochemistry from Yale University. Dr. Zeldis trained in Internal Medicine at the UCLA Center for the Health Sciences and in Gastroenterology at the Massachusetts General Hospital and Harvard Medical School.

Dr. Zeldis was selected to serve as a member of our Board of Directors because of his extensive experience as an executive officer of a publicly traded biopharmaceutical company and in clinical research and medical development, and his experience in the health care industry, including his experience as an internist, gastroenterologist and professor of medicine.

Vote Required

The affirmative “FOR” vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by proxy is required for each nominee to be elected as a director in the election of directors. Abstentions and Broker non-votes will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election.

Recommendation of the Board of Directors

The Board of Directors recommends that you vote “FOR ALL” in the election of all of the named nominees as directors.

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Corporate Governance

Pursuant to our Certificate of Incorporation and Bylaws, our business and affairs are managed under the direction of the Board of Directors. Members of the Board of Directors are kept informed of our business through discussions with senior management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Board of Directors held four meetings in 2025, and each current director who served as a director during 2025, attended at least 75% of the aggregate number of meetings of the Board of Directors held during 2025 and of all committees of the Board of Directors on which he or she served during 2025.

We typically schedule a meeting of the Board of Directors in conjunction with our Annual Meeting and expect that all directors will attend, absent a valid reason, such as a scheduled conflict. Last year, all of the individuals then serving as directors attended the 2025 Annual Meeting.

Code of Ethics

We have adopted a code of ethics that applies to all our executive officers and senior financial officers (including our chief executive officer, chief financial officer, chief accounting officer and any person performing similar functions). A copy of our code of ethics is publicly available on our website at www.soligenix.com under the “Investors — Corporate Governance” section. If we make any substantive amendments to our code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

Committees of the Board of Directors

Our Board of Directors has the following three committees: (1) Compensation, (2) Audit and (3) Nominating and Corporate Governance. Our Board of Directors has adopted a written charter for each of these committees, which are available on our website at www.soligenix.com under the “Investors — Corporate Governance” section.


AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE
Gregg A. Lapointe, CPA (Chair) Diane L. Parks, MBA Robert J. Rubin, MD	Robert J. Rubin, MD (Chair) Diane L. Parks, MBA Jerome B. Zeldis, MD, PhD	Jerome B. Zeldis, MD, PhD (Chair) Gregg A. Lapointe, CPA Robert J. Rubin, MD

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Audit Committee		Meetings in 2025: 5
Mr. Lapointe (Chair)	Ms. Parks	Dr. Rubin
• The Audit Committee assists our Board of Directors in monitoring the financial reporting process, the internal control structure and the independent registered public accounting firm. • Its primary duties are to serve as an independent and objective party to monitor the financial reporting process and internal control system, to review and appraise the audit effort of the independent registered public accounting firm and to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, and our Board of Directors. • Our Board of Directors has determined that Mr. Lapointe, Ms. Parks and Dr. Rubin, each of whom is nominated for election as a director, are “independent” directors, within the meaning of applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder. • Our Board of Directors has also determined that the members of the Audit Committee are qualified to serve on the committee and have the experience and knowledge to perform the duties required of the committee and that Mr. Lapointe qualifies as an “audit committee financial expert” as that term is defined in the applicable rules and regulations of the Exchange Act and Nasdaq. • The Audit Committee met five times during the fiscal year ended December 31, 2025.

Compensation Committee		Meetings in 2025: 1
Dr. Rubin (Chair)	Ms. Parks	Dr. Zeldis
• The Compensation Committee is responsible for reviewing and approving the executive compensation program, assessing executive performance, setting salary, making grants of annual incentive compensation and approving certain employment agreements. • Our Board of Directors has determined that Dr. Rubin, Ms. Parks and Dr. Zeldis are “independent” directors within the meaning of applicable listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder. • The Compensation Committee met one time during the fiscal year ended December 31, 2025

Nominating and Corporate Governance Committee		Meetings in 2025: 1
Dr. Zeldis (Chair)	Mr. Lapointe	Dr. Rubin
• The Nominating Committee makes recommendations to the Board of Directors regarding the size and composition of our Board of Directors, establishes procedures for the nomination process, identifies and recommends candidates for election to our Board of Directors. • Our Board of Directors has determined that Dr. Zeldis, Mr. Lapointe and Dr. Rubin, each of whom is nominated for election as a director, are “independent” directors, as such term is defined by the applicable Nasdaq listing standards. • The Nominating Committee met one time during the fiscal year ended December 31, 2025.

In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a nominee. However, the Nominating Committee believes that all members of the Board of Directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board of Directors matters, and no conflict of interest that would interfere with performance as a director. In the case of current directors being considered

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for nomination, the Nominating Committee also considers the director’s history of attendance at meetings of the Board of Directors or its committees, the director’s tenure as a member of the Board of Directors, and the director’s preparation for and participation in such meetings.

Stockholders who wish to suggest qualified candidates should write to the Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Nominating Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. Stockholders who wish to nominate a candidate for election at an Annual Meeting of Stockholders must otherwise comply with our Bylaws regarding stockholder proposals and nominations. See “Deadline for Stockholder Proposals” contained herein.

Board Leadership Structure

Our Board of Directors believes that Dr. Schaber’s service as both the Chairman of our Board of Directors and our Chief Executive Officer is in the best interest of our company and our stockholders. Dr. Schaber possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our company and our business and, therefore, is best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most important matters. His combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, and collaborative partners.

Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis are independent and the Board of Directors believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of meetings of the Board of Directors, the independent directors hold executive sessions. Following an executive session of independent directors, the independent directors’ report back to the full Board of Directors regarding any specific feedback or issues, provide the Chairman with input regarding agenda items for Board of Directors and Committee meetings, and coordinate with the Chairman regarding information to be provided to the independent directors in performing their duties. The Board of Directors believes that this approach appropriately and effectively complements the combined Chairman/Chief Executive Officer structure.

Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under the current circumstances, our corporate governance guidelines do not establish this approach as a policy, and the Board of Directors may determine that it is more appropriate to separate the roles in the future.

Director Independence

The Board of Directors has determined that Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis, each of whom is nominated for election as a director, are “independent” as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC. Our Board of Directors based this determination primarily on a review of the responses of the Directors to questionnaires regarding their employment, affiliations and family and other relationships.

Environmental, Social and Governance (“ESG”)

We are committed to developing and commercializing novel products to treat rare diseases where there is an unmet medical need, including orphan diseases and areas of unmet medical need in oncology and inflammation as well as development of vaccines and therapeutics in the areas of ricin exposure, emerging and antibiotic resistant infectious disease, and viral disease including Ebola, Marburg and COVID-19.

The Nominating Committee, consisting of Dr. Zeldis, Mr. Lapointe and Dr. Rubin, provides oversight of our philosophies and policies relating to ESG topics and operational controls of environmental, health and safety, and social risks, and is committed to supporting our efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. The following summary highlights certain of our policies and initiatives in these areas.

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We are committed to operating with integrity, contributing to the local communities, promoting diversity and inclusion, developing our employees and being thoughtful stewards of natural resources. We are also focused on the security of our data and safeguarding our supplier’s and clients’ privacy.

ESG HIGHLIGHTS

Healthy and Safe Work Environment

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Commitment to comply with all applicable health and safety laws, regulations and other requirements to which we subscribe.

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Integration of health and safety considerations into business decisions to ensure health and safety of our employees and the community.

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Equal employment opportunity hiring practices, policies and management of employees.

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Anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, and prohibits sexual harassment in any form, and details how to report and respond to harassment issues and strictly prohibits retaliation against any employee for reporting harassment.

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Since January 1, 2024, we have not been a party to any suits, investigations, inquiries or other proceedings relating to occupational safety and health, nor have any such proceedings been overtly threatened.

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During 2024 and 2025, we had no work-related fatalities or occupational diseases and no workplace injuries.

Diversity and Inclusion

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Committed to fostering and promoting an inclusive and globally diverse work environment. Of our total employee base, 60.0% identify as female, one of which is an officer of the Company, 40.0% identify as underrepresented minorities and 10.0% identify as LGBTQ+.

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Formal policy that forbids discrimination based on protected classifications.

Prevention of Human Trafficking and Forced and Child Labor

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Prohibition on employment of anyone under the age of 16 in any position, and workers under the age of 18 for hazardous work, overtime, or night shift work.

Wage and Hour Standards

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Working hours not to exceed the maximum set by local law.

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Commitment to comply with applicable wage laws, including those related to minimum wages, overtime hours, and legally mandated benefits.

Freedom of Association and Collective Bargaining

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Employees have the right to freely associate or not associate with third party organizations such as labor organizations.

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Employees also have the right to bargain or not bargain collectively in accordance with local laws.

Privacy and Data Security

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Maintaining privacy policies, management oversight, and accountability structures to protect privacy and personal data.

Business Conduct and Ethics Codes

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A strong corporate culture that promotes the highest standards of ethics and compliance for our business; the majority of our directors have an extensive background and experience in risk management.

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Code of Business Conduct and Ethics sets forth principles to guide employee and director conduct.

Environment

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Commitment to environmental protection and conservation of natural resources through innovative processes and continuous improvement methodologies.

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Commitment to continue to invest in energy conservation, work to reduce our environmental footprint, and adhere to environmental laws, regulations, policies and goals.

Governance

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Strong focus on corporate governance since inception, striving for best practices in corporate governance.

Stakeholder Involvement

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Commitment to receive feedback from such stakeholders to help improve ESG-related policies, the implementation thereof and our performance thereunder.

Anti-Bribery and Corruption Policies

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Policies prohibiting improper or unauthorized expenditures (including commercial and public bribery) and other improper payment schemes.

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Mechanism for confidential reporting of any suspected violations.

As reflected above, we have adopted a number of practices and policies that highlight our commitment to social and environmental responsibility and that seek to promote sustainability and health and well-being in the operation of our business. These practices are designed to position us as a supplier of choice to our prospective customers, an employer of choice to our existing and prospective employees, and a neighbor of choice in our communities. We are committed to the ethical and environmentally responsible operation of our business and have undertaken a number of initiatives to reduce our environmental impact and to ensure a healthy and safe workplace.

DIVERSITY CONSIDERATIONS IN IDENTIFYING DIRECTOR NOMINEES

We do not have a formal diversity policy or set of guidelines in selecting and appointing directors that comprise our Board of Directors. However, when making recommendations to our Board of Directors regarding the size and composition of our Board of Directors, our Nominating Committee does consider each individual director’s qualifications, skills, business experience and capacity to serve as a director and the diversity of these attributes for the Board of Directors as a whole.

Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. The Board of Directors is engaged in the oversight of risk through regular updates from Dr. Schaber, in his role as our Chief Executive Officer, and other members of our management team, regarding those risks confronting us (including risks relating to regulatory compliance, information technology and cybersecurity, environmental and sustainability, climate change and public health), the actions and strategies necessary to mitigate those risks and the status and effectiveness of those actions and strategies. The updates are provided at regularly scheduled Board of Directors and committee meetings as well as through more frequent informal meetings that include our Board of Directors, our Chief Executive Officer, our Chief Financial Officer, our Chief Medical Officer and our Chief Scientific Officer and other members of our management team. The Board of Directors provides insight into the issues, based on the experience of its members, and provides constructive challenges to management’s assumptions and assertions.

In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

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Each committee reports regularly to the full Board of Directors regarding the matters within its area of responsibility. This structure enables the Board and its committees to coordinate their risk-oversight responsibilities while maintaining the Board’s overall responsibility for overseeing the Company’s risk-management process.

CYBERSECURITY

Cybersecurity Risk Management and Strategy

Our technology and cybersecurity programs are crucial to maintaining secure operations, which enable us to deliver on our promise to maintain stakeholder trust. Our Chief Financial Officer (“CFO”) is responsible for establishing, implementing and executing our cybersecurity program and strategy. Our CFO has over ten years of information technology, information technology audit, and cybersecurity experience, and is involved in following the latest developments in cybersecurity, including potential threats and innovative risk management techniques.

Our cybersecurity program is a critical component of our enterprise risk management process overseen by our Board of Directors, and we have integrated cybersecurity-related risks into our overall enterprise risk management framework. Additionally, cybersecurity-related risks are included in the risk universe that the risk management function evaluates to assess top risks to the enterprise on an annual basis.

Our personnel responsible for cybersecurity proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to:

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cyber incident response, IT disaster recovery, and business continuity plans;

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cybersecurity assessments and remediation planning as part of our due diligence process; and

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identity and access management controls.

A primary element of our cybersecurity program is the implementation of controls aligned with industry guidelines and applicable regulations to identify threats, deter attacks, and protect our information security assets. We engage third-party providers to support aspects of our cybersecurity program and we maintain processes to oversee and manage cybersecurity risks associated with our use of third-party service providers.

Cybersecurity Governance

Our Board of Directors oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures. Annually, the Board of Directors receives an update from our CFO and other members of management on relevant topics, including cybersecurity program maturity progress, new capabilities implemented, and notable incidents or events should they occur. In accordance with our cybersecurity incident response plan, our Board of Directors is promptly informed of potentially material cybersecurity incidents, including with respect to our third-party service providers.

Although we have experienced cybersecurity incidents from time to time that have not had a material adverse effect on our business, financial condition, or results of operations, there can be no assurance that a cyber-attack, security breach, or other cybersecurity incident will not have a material adverse effect on us in the future.

Insider Trading Policy

Our Board of Directors has adopted an Insider Trading Policy, which applies to all of our directors, officers, employees, agents and representatives and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq listing standards. Our Insider Trading Policy expressly prohibits our directors, officers, employees, agents and representatives from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit. It also prohibits our directors, officers and employees (and their immediate family members) from short-selling our Common Stock and from engaging in transactions involving Company-based derivative securities, including buying or writing puts and calls and transacting in straddles or similar instruments. These prohibitions have the effect of restricting transactions that would allow an insider to hedge or offset any decrease in the market value of our equity securities. The policy does not prohibit the grant, holding or exercise of options or other derivative securities awarded under our equity incentive plans, or transactions in our convertible debentures.

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Our directors, officers, employees, agents and representatives are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Exchange Act, so that they can prudently diversify their asset portfolios and exercise their stock options before expiration.

Our Insider Trading Policy is posted on the “Investors — Corporate Governance” section of the Company’s website: http://www.soligenix.com and has been filed as an exhibit the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on March 31, 2026.

Incentive Compensation Recoupment Policy

In 2023, we adopted an Incentive Compensation Recoupment Policy in compliance with Nasdaq rules. Under our Incentive Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, we will be entitled to recover (and will seek to recover), from our executive officers, any excess incentive-based compensation received by our executive officers during the three-year period prior to the date on which we are required to prepare the restatement. This policy applies to both equity-based and cash compensation awards. The “excess compensation” is the difference between the actual amount that was paid and the amount that would have been paid if the financial statements were prepared properly in the first instance. To ensure that we can enforce the Incentive Compensation Recoupment Policy, we require each executive officer subject to the policy to execute an acknowledgement stating that the executive has received and reviewed the policy and agrees that he or she is fully bound by the policy.

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