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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

(Amendment No. 1)

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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Explanatory Note

This Amendment No. 1 (this “Amendment”) amends and supplements the Preliminary Proxy Statement on Schedule 14A filed by Soligenix, Inc. with the U.S. Securities and Exchange Commission on July 21, 2026 (the “Original Proxy Statement”) relating to our 2026 Annual Meeting of Stockholders. This Amendment is being filed on July 23, 2026 solely to revise the disclosure regarding the treatment of fractional shares of Common Stock in the proposed Reverse Stock Split described in Proposal 2, and the related discussion of U.S. federal income tax consequences, so that stockholders who otherwise would be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu of such fractional share, rather than having such fractional share rounded up to the nearest whole share. Except as set forth in this Amendment, the disclosure contained in the Original Proxy Statement remains unchanged and this Amendment does not otherwise update or modify the disclosure contained in the Original Proxy Statement. We continue to expect to make the definitive proxy statement and accompanying form of proxy available to stockholders on or about August 3, 2026, as described elsewhere in the Proxy Statement.

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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.

2026 Proxy Statement

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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.

2026 Proxy Statement

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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.

{remainder of page intentionally left blank}

2026 Proxy Statement

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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