Soligenix Inc美股招股说明书(2025-09-26版)

4,064,080 Shares of Common StockPre-Funded Warrants to Purchase up to 1,491,480 Shares of Common StockCommon Warrants to Purchase up to 5,555,560 Shares of Common Stock1,491,480 shares of Common Stock Underlying the Pre-Funded Warrants5,555,560 shares of Common Stock Underlying the Common Warrants We are offering 4,064,080 shares of common stock together with common warrants to purchase up to 5,555,560 shares of common stock at a publicoffering price of $1.35. Each share of our common stock, or pre-funded warrant in lieu thereof, is being sold together with a common warrant to purchase1.0share of our common stock. The shares of common stock and common warrants are immediately separable and will be issued separately in this offering, butmust be purchased together in this offering. The common warrants will have an initial exercise price of $1.35 per share and will have a five-year term. We are also offering pre-funded warrants to purchase up to 1,491,480 shares of common stock to those purchasers whose purchase of shares of commonstock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at theelection of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, in lieu of shares of common stockthat would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each pre-fundedwarrant is exercisable for one share of our common stock and has an exercise price of $0.001 per share. Each pre-funded warrant is being offered together withthe common warrants at a price of $1.349 (which is equal to the public offering price per share of common stock minus the exercise price per pre-fundedwarrant). The pre-funded warrants and common warrants are immediately separable and will be issued separately in this offering, but must be purchasedtogether in this offering. Pursuant to this prospectus, we are also offering the shares of common stock issuable upon the exercise of pre-funded warrants and common warrantsoffered hereby. These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated September 25, 2025 between usand such purchasers. We have engaged A.G.P./Alliance Global Partners to act as our sole placement agent (the “Placement Agent” or “A.G.P.”) in connection with this offering.We have engaged the Placement Agent in connection with the securities offered by this prospectus. The Placement Agent has no obligation to buy any of thesecurities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities but has agreed to use its best efforts to sell thesecurities offered by this prospectus. We have agreed to pay the Placement Agent a fee based upon the aggregate gross proceeds raised in this offering as setforth in the table below. The shares of our common stock, pre-funded warrants or common warrants being offered will be sold in a single closing. The shares issuable uponexercise of the pre-funded warrants or common warrants will be issued upon the exercise thereof. Because there is no minimum number of securities orminimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, and investors in this offering willnot receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Because there isno escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable tofulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use,despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. The offering of the shares of our commonstock, pre-funded warrants or common warrants will terminate no later than October 28, 2025; however, the shares of our common stock underlying the pre-funded warrants and the common warrants will be offered on a continuous basis pursuant to Rule415 under the Securities Act of 1933, as amended (the“Securities Act”). Our common stock is listed on The Nasdaq Capital Market under the symbol “SNGX.” The last reported sale price of our common stock on The NasdaqCapital Market on September 25, 2025 was $1.62 per share. We do not intend to list the pre-funded warrants or the common warrants on any national securitiesexchange or other nationally recognized trading system. An investment in our securities involves significant risks. You should carefully consider the risk factors beginning on page9of this prospectus before you makeyour decision to invest in our securities. Neither the Securities and Exchange Commission nor a