SEC Form PRE 14A filed by Soligenix Inc.

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:

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Preliminary Proxy Statement.

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

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Definitive Proxy Statement.

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Definitive Additional Materials.

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Soliciting Material Pursuant to §240.14a-12

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SOLIGENIX, INC.

(Name of Registrant as Specified in Its Charter)

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No fee required.

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Fee paid previously with preliminary materials.

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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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July 21, 2026​

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“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.”

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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.

​		​	​	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.	​

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.

​	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	​	​	​	​	31	​	​
​	Proposal 4  – Advisory Vote on Executive Compensation	​	​	​	​	33	​	​
​	Proposal 5  – Advisory Vote on Frequency of Advisory Vote on Executive Compensation	​	​	​	​	35	​	​
​	Proposal 6  – Ratification of Independent Auditors	​	​	​	​	37	​	​
​	Proposal 7  – Adjournment Proposal	​	​	​	​	39	​	​
​	Security Ownership of Principal Stockholders and Management	​	​	​	​	40	​	​
​	Equity Compensation Plan Information	​	​	​	​	42	​	​
​	Executive Officers	​	​	​	​	43	​	​
​	Executive Compensation	​	​	​	​	44	​	​
​	Overview of 2025 Executive Compensation Program	​	​	​	​	44	​	​
​	Executive Compensation Review	​	​	​	​	44	​	​
​	Summary Compensation	​	​	​	​	45	​	​
​	Employment and Severance Agreements	​	​	​	​	45	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	48	​	​
​	Pay Versus Performance	​	​	​	​	49	​	​
​	Compensation of Directors	​	​	​	​	51	​	​
​	Consideration and Determination of Executive and Director Compensation	​	​	​	​	51	​	​
​	Compensation Committee Interlocks and Insider Participation in Compensation Decisions	​	​	​	​	52	​	​
​	Transactions with Related Persons	​	​	​	​	52	​	​
​	Stock Performance Graph	​	​	​	​	53	​	​
​	Other Matters	​	​	​	​	54	​	​
​	Electronic Delivery of Proxy Materials	​	​	​	​	56	​	​

​	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	​

TWO AREAS OF FOCUS:

DEVELOPMENT PIPELINE – RARE DISEASES

 

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:

 

 

 

 

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

Annual Meeting of Stockholders
Thursday, September 17, 2026

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 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.

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:

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

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

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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.

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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:

 

 

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

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

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“FOR” the approval of the Authorized Shares Proposal;

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

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

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

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“FOR” the approval of the Adjournment Proposal; and

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

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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:

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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.

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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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:

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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.

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

 

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.

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.

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.

 

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

 

 

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.

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.

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.

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.

 

 

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.

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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.

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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.

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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.

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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.

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Privacy and Data Security

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

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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.

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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.

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Governance

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

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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.

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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.

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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.

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.

 

 

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.

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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.

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.

 

 

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.

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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The Audit Committee submits the following report for the year ended December 31, 2025:

The Audit Committee has reviewed and discussed with both management and the independent registered public accounting firm the audited consolidated financial statements as of and for the year ended December 31, 2025. The Audit Committee’s review included discussion with the auditors of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

The Audit Committee has received the written disclosures and the letter from the independent auditors required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors matters relating to the auditors’ independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the United States Securities and Exchange Commission (the “SEC”).

Submitted by the Audit Committee,

/s/ Gregg A. Lapointe (Committee Chair)

/s/ Diane L. Parks

/s/ Robert J. Rubin

(1)

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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As of July 20, 2026, our Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), authorizes us to issue a total of 75,350,000 shares of capital stock, consisting of (a) 75,000,000 shares of Common Stock, (b) 230,000 shares of undesignated preferred stock (none of which are currently outstanding), (c) 10,000 shares of Series B Convertible Preferred Stock, par value $0.05 per share (none of which are currently outstanding), (d) 10,000 shares of Series C Convertible Preferred Stock, par value $0.05 per share (none of which are currently outstanding), and (e) 100,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share (none of which are currently outstanding).

On June 25, 2026, subject to stockholder approval, the Board of Directors approved an amendment to our Charter to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect the reverse stock split of our Common Stock at a ratio of 1-for-2 to 1-for-20, with the exact ratio within such range to be determined by the Board of Directors at its discretion (such action, the “Reverse Stock Split”). The primary goal of the Reverse Stock Split is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on Nasdaq. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Exchange Act. The Reverse Stock Split is not intended to modify the rights of existing stockholders in any material respect.

If the Reverse Stock Split Proposal is approved by our stockholders and the Reverse Stock Split is effected, up to every 20 shares of our outstanding Common Stock would be combined and reclassified into one share of Common Stock. The actual timing for implementation of the Reverse Stock Split would be determined by the Board of Directors based upon its evaluation as to when such action would be most advantageous to us and our stockholders. Notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board of Directors will have the sole authority to elect whether or not and when to amend our Charter to effect the Reverse Stock Split. If the Reverse Stock Split Proposal is approved by our stockholders, the Board of Directors will make a determination as to whether effecting the Reverse Stock Split is in the best interests of us and our stockholders in light of, among other things, our ability to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq without effecting the Reverse Stock Split, the per share price of our Common Stock immediately prior to the Reverse Stock Split and the expected stability of the per share price of the Common Stock following the Reverse Stock Split. If the Board of Directors determines that it is in the best interests of us and our stockholders to effect the Reverse Stock Split, it will hold a Board of Directors meeting, or act by written consent, to determine the ratio of the Reverse Stock Split. For additional information concerning the factors the Board of Directors will consider in deciding whether to effect the Reverse Stock Split, see below under “Determination of the Reverse Stock Split Ratio” and “Board of Directors Discretion to Effect the Reverse Stock Split.”

The text of the proposed amendment to the Charter to effect the Reverse Stock Split is included as Annex A to this proxy statement (the “Reverse Split Amendment”). If the Reverse Stock Split Proposal is approved by our stockholders, we

 

will have the authority to file the Reverse Split Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing; provided, however, that the Reverse Split Amendment is subject to revision to include such changes as may be required by the Office of the Secretary of State of the State of Delaware and as the Board of Directors deems necessary and advisable. The Board of Directors has determined that the amendment is advisable and in the best interests of us and our stockholders and has submitted the amendment for consideration by our stockholders at the Annual Meeting.

If both the Reverse Stock Split Proposal and the Authorized Shares Proposal (Proposal 3) are approved by our stockholders, we anticipate that we will file the Authorized Shares Amendment (as defined in Proposal 3) with the Secretary of State of the State of Delaware prior to filing the Reverse Split Amendment. In that event, the Reverse Split Amendment will be revised to reflect the Charter as then in effect, including the increased number of authorized shares of Common Stock from 75,000,000 to 125,000,000. Annex A to this proxy statement reflects the text of the Reverse Split Amendment as if the Authorized Shares Amendment has not yet been filed; however, if the Authorized Shares Amendment is filed first, the introductory paragraphs of Article IV set forth in the Reverse Split Amendment will be updated to reflect 125,000,000 authorized shares of Common Stock and a corresponding total of 125,350,000 authorized shares of capital stock. No additional stockholder approval will be required in connection with any such revision to the Reverse Split Amendment.

MAINTAIN NASDAQ LISTING

We are submitting this proposal to our stockholders for approval in order to increase the trading price of our Common Stock to meet the minimum per share bid price requirement for continued listing on Nasdaq. We believe increase in the trading price of our Common Stock may also assist in our capital-raising efforts by making our Common Stock more attractive to a broader range of investors, including institutional investors. Accordingly, we believe that the Reverse Stock Split is in our stockholders’ best interests.

Maintaining our listing on Nasdaq is important to us and our stockholders. Continued listing supports liquidity for our Common Stock, facilitates access to capital on more favorable terms, and enhances our attractiveness to potential strategic partners, collaborators and investors. A Nasdaq listing also provides a level of visibility and credibility with the investment community that we believe would be difficult to replicate if our Common Stock were to trade only on the over-the-counter markets, and helps support continued analyst coverage and institutional investor interest in our Common Stock. Loss of our Nasdaq listing could adversely affect our ability to raise additional capital, could reduce the trading volume and liquidity of our Common Stock, and could make our Common Stock less attractive to current and prospective stockholders, employees and business partners. The Board of Directors believes that preserving our Nasdaq listing is consistent with, and supportive of, our broader efforts to maximize long-term stockholder value, including our ongoing evaluation of strategic alternatives.

On June 10, 2026, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (the “Staff”) indicating that, based upon the closing bid price of Common Stock for the 30 consecutive business day period between April 28, 2026 through June 9, 2026, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we would be provided with a compliance period of 180 calendar days, or until December 7, 2026, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). We are unable to determine if we will regain compliance prior to the expiration of the 180-day period or to provide any assurance that we will qualify for any additional compliance periods.

In order to regain compliance with Nasdaq’s minimum bid price requirement, our Common Stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the compliance period.

We believe that the Reverse Stock Split is our best option to meet the criteria to satisfy the minimum per share bid price requirement for continued listing on Nasdaq. A decrease in the number of outstanding shares of our Common Stock resulting from the Reverse Stock Split should, absent other factors, assist in ensuring that the per share market price of our Common Stock remains above the requisite price for continued listing. However, we cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of Nasdaq following the Reverse Stock Split.

 

 

In addition, as noted above, we believe that the Reverse Stock Split and the resulting increase in the per share price of our Common Stock could encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. We believe that the Reverse Stock Split will provide the Board of Directors with flexibility to make our Common Stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Stock and may facilitate future sales of our Common Stock. The Reverse Stock Split could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them from following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

The Board of Directors intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares outstanding is in the best interests of us and our stockholders and is likely to improve the trading price of our Common Stock and improve the likelihood that we will be allowed to maintain our listing on Nasdaq. Accordingly, our Board of Directors approved the Reverse Stock Split as being in the best interests of the Company.

THE REVERSE STOCK SPLIT MAY NOT INCREASE THE PRICE OF OUR COMMON STOCK OVER THE LONG-TERM.

As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq, so that we can remain a Nasdaq-listed company. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

THE REVERSE STOCK SPLIT MAY DECREASE THE LIQUIDITY OF OUR COMMON STOCK.

The Board of Directors believes that the Reverse Stock Split may result in an increase in the market price of our Common Stock, which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split.

THE REVERSE STOCK SPLIT MAY RESULT IN SOME STOCKHOLDERS OWNING “ODD LOTS” THAT MAY BE MORE DIFFICULT TO SELL OR REQUIRE GREATER TRANSACTION COSTS PER SHARE TO SELL.

If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

 

 

THE REVERSE STOCK SPLIT MAY LEAD TO A DECREASE IN OUR OVERALL MARKET CAPITALIZATION.

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the Reverse Stock Split ratio, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Common Stock outstanding following the Reverse Stock Split.

If the Reverse Stock Split Proposal is not approved by our stockholders, the Board of Directors will not have the authority to effect the Reverse Split Amendment to, among other things, facilitate the continued listing of our Common Stock on Nasdaq by increasing the per share trading price of our Common Stock to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement. Any inability of our Board of Directors to effect the Reverse Stock Split would expose us to delisting from Nasdaq. Upon delisting from Nasdaq, our stock would be traded in the over-the-counter (“OTC”) market via a broker-dealer network. Investors may be required to take additional steps and/or pay additional fees when trading OTC securities because trades must be made through market makers who carry an inventory of securities to facilitate trading. Some institutional investors and retail brokers refrain from buying OTC securities, as they are generally considered to be more risky, with less stringent reporting requirements and lower transparency associated with these securities. As a result, OTC securities have less liquidity than securities traded on a national exchange, such as Nasdaq.

The Board of Directors believes that stockholder approval of a range of potential Reverse Stock Split ratios is in the best interests of us and our stockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board of Directors will not be more than 1-for-20.

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

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our ability to maintain the listing of our Common Stock on Nasdaq;

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the per share price of our Common Stock immediately prior to the Reverse Stock Split;

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the expected stability of the per share price of our Common Stock following the Reverse Stock Split;

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the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our Common Stock;

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prevailing market conditions;

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general economic conditions in our industry; and

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our market capitalization before and after the Reverse Stock Split.

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We believe that granting our Board of Directors the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If the Board of Directors chooses to implement the Reverse Stock Split, the Company will make a public announcement regarding the determination of the Reverse Stock Split ratio.

If the Reverse Stock Split Proposal is approved by our stockholders, the Board of Directors will have the discretion to implement the Reverse Stock Split or to not effect the Reverse Stock Split at all. The Board of Directors currently intends to effect the Reverse Stock Split. If the trading price of our Common Stock increases without effecting the Reverse Stock Split, the Reverse Stock Split may not be necessary. The Board of Directors believes it is important to retain the

 

 

authority to effect the Reverse Stock Split even if we pursue, or are pursuing, other efforts intended to increase the trading price of our Common Stock, because those other efforts may not succeed, or, even if they initially succeed, the trading price of our Common Stock could subsequently decline due to overall market conditions or other factors unrelated to those efforts. Retaining this authority allows the Board of Directors to respond promptly to such circumstances without the delay and expense of seeking additional stockholder approval. Following the Reverse Stock Split, if implemented, there can be no assurance that the market price of our Common Stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split Common Stock can be maintained above $1.00. There also can be no assurance that our Common Stock will not be delisted from Nasdaq, including for other reasons.

If our stockholders approve the Reverse Stock Split Proposal at the Annual Meeting, the Reverse Stock Split will be effected, if at all, only upon a determination by the Board of Directors that the Reverse Stock Split is in the best interests of us and our stockholders at that time. No further action on the part of the stockholders will be required to either effect or abandon the Reverse Stock Split. If our Board of Directors does not implement the Reverse Stock Split prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the stockholders at the Annual Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Split Amendment will be abandoned.

The market price of our Common Stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

We have not proposed the Reverse Stock Split in response to any effort of which we are aware to accumulate our shares of Common Stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board of Directors or our stockholders. Notwithstanding the decrease in the number of outstanding shares of Common Stock following the Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

EFFECTS OF THE REVERSE STOCK SPLIT ON ISSUED AND OUTSTANDING SHARES

If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of Common Stock by a Reverse Stock Split ratio of 1-for-2 to 1-for-20. Accordingly, each of our stockholders will own fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split would result in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable, and the par value per share of Common Stock will remain $0.001.

As of July 20, 2026, we had 21,765,479 shares of Common Stock outstanding. For purposes of illustration, if the Reverse Stock Split is effected at a ratio of 1-for-2 or 1-for-20, the number of issued and outstanding shares of Common Stock after the Reverse Stock Split would be approximately 10,882,740 shares and 1,088,274 shares, respectively.

We are currently authorized to issue a maximum of 75,000,000 shares of our Common Stock. As of July 20, 2026, there were 21,765,479 shares of our Common Stock issued and outstanding. The number of authorized shares of our Common Stock will not change as a result of the Reverse Stock Split; however, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board of Directors. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split.

Following the Reverse Stock Split, the Board of Directors will have the authority, subject to applicable laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board of Directors deems appropriate. Consistent with our business strategy and while no definitive agreements have been reached,

 

 

we currently are pursuing various business development opportunities, including potential strategic transactions. We believe having additional authorized and unissued shares will provide the flexibility needed to pursue these and future opportunities. However, at present, we do not have any definitive plans, proposals or understandings to issue the additional shares that would be available if the Reverse Stock Split is approved and effected.

EFFECTS OF THE REVERSE STOCK SPLIT ON OUTSTANDING EQUITY AWARDS AND PLANS

If the Reverse Stock Split is effected, the terms of outstanding equity awards granted under the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2025 Equity Incentive Plan (the “2025 Plan”), including (i) the number of shares and type of Common Stock subject to outstanding awards; and (ii) the per share exercise price of each outstanding award, will be proportionally adjusted to the end that the same proportion of our issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate exercise price; subject to adjustments for any fractional shares as described herein and provided, however, that the number of shares of Common Stock (or other securities or property) subject to any award shall always be a whole number.

The maximum number of shares of Common Stock available for issuance under the 2025 Plan is 6,403,446 shares as of July 20, 2026. On January 1, 2026, the number of shares of Common Stock reserved for issuance automatically increased from 6,000,000 shares to 6,403,446 shares, in accordance with the terms of the 2025 Plan. The number of shares of Common Stock reserved for issuance will automatically increase (i) on January 1 of each calendar year, from January 1, 2027 through January 1, 2035, by the least of (a) four percent of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (b) 1,000,000 shares, or (c) a number determined by our Board of Directors that is less than (a) or (b). The maximum number of shares of Common Stock that may be issued pursuant to the exercise of “incentive stock options”, and the maximum number of shares of Common Stock that may be issued pursuant to the exercise of non-statutory options, will each be 6,000,000, as increased from time to time pursuant to annual increases. None of these limitations will change as a result of the Reverse Stock Split. Thus, the Reverse Stock Split will effectively increase these limits under the 2025 Plan.

Prior to the Reverse Stock Split, the maximum number of shares of Common Stock available for issuance under the 2015 Plan is 6,000,000 shares. We do not have any shares available for future awards under the 2015 Plan. As such, in addition, the total number of shares of Common Stock that may be the subject of future grants under the 2015 Plan, all plan limits (e.g., the total number of shares subject to the 2015 Plan and the 2015 Plan’s limit on the number of stock options or stock appreciation rights that may be granted in any calendar year) will be adjusted and proportionately decreased as a result of the Reverse Stock Split.

EFFECTS OF THE REVERSE STOCK SPLIT ON VOTING RIGHTS

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). For example, a holder of 1% of the voting power of the outstanding Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding Common Stock after the Reverse Stock Split.

EFFECTS OF THE REVERSE STOCK SPLIT ON REGULATORY MATTERS

We are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect our obligation to publicly file financial and other information with the SEC.

EFFECTS OF THE REVERSE STOCK SPLIT ON AUTHORIZED SHARE CAPITAL

The total number of shares of capital stock that we are authorized to issue will not be affected by the Reverse Stock Split.

 

 

The Company does not intend to issue fractional shares in the event that a stockholder owns a number of shares of Common Stock that is not evenly divisible by the Reverse Stock Split ratio. If the Reverse Stock Split is effected, each fractional share of Common Stock will be:

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rounded up to the nearest whole share of Common Stock, if such shares of Common Stock are held directly; or

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rounded down to the nearest whole share of Common Stock, if such shares are subject to an award granted under an equity incentive plan, in order to comply with the requirements of Sections 409A and 424 of the Internal Revenue Code of 1986, as amended (the “Code”).

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If the Reverse Stock Split Proposal is approved by our stockholders, the Reverse Stock Split would become effective, if at all, when the Reverse Split Amendment is accepted and recorded by the office of the Secretary of State of the State of Delaware. However, notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board of Directors will have the sole authority to elect whether or not and when to amend our Charter to effect the Reverse Stock Split.

If the Reverse Stock Split is effected, each certificate representing pre-Reverse Stock Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split Common Stock at the effective time of the Reverse Stock Split. As soon as practicable after the effective time of the Reverse Stock Split, our transfer agent will mail a letter of transmittal to the stockholders containing instructions on how a stockholder should surrender its, his or her certificate(s) representing pre-Reverse Stock Split shares of Common Stock to our transfer agent in exchange for certificate(s) representing post-Reverse Stock Split shares of Common Stock. No certificate(s) representing post-Reverse Stock Split shares of Common Stock will be issued to a stockholder until such stockholder has surrendered all certificate(s) representing pre-Reverse Stock Split shares of Common Stock, together with a properly completed and executed letter of transmittal, to our transfer agent. No stockholder will be required to pay a transfer or other fee to exchange its, his or her certificate(s) representing pre-Reverse Stock Split shares of Common Stock for certificate(s) representing post-Reverse Stock Split shares of Common Stock registered in the same name.

Stockholders who hold uncertificated shares of Common Stock electronically in “book-entry” form will have their holdings electronically adjusted by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. If any certificate(s) or book-entry statement(s) representing pre-Reverse Stock Split shares of Common Stock to be exchanged contain a restrictive legend or notation, as applicable, the certificate(s) or book-entry statement(s) representing post-Reverse Stock Split shares of Common Stock will contain the same restrictive legend or notation.

Any stockholder whose share certificate(s) representing pre-Reverse Stock Split shares of Common Stock has been lost, stolen or destroyed will only be issued post-Reverse Stock Split Common Stock after complying with the requirements that we and our transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

STOCKHOLDERS SHOULD NOT DESTROY STOCK CERTIFICATES REPRESENTING PRE-REVERSE STOCK SPLIT SHARES OF COMMON STOCK AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES REPRESENTING PRE-REVERSE STOCK SPLIT SHARES OF COMMON STOCK UNTIL THEY ARE REQUESTED TO DO SO.

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

 

 

The Reverse Stock Split will not be consummated, if at all, until after approval of the stockholders is obtained. We are not obligated to obtain any governmental approvals or comply with any state or federal regulations prior to consummating the Reverse Stock Split other than the filing of the Reverse Split Amendment with the Secretary of State of the State of Delaware.

If the Reverse Stock Split is effected, the par value per share of our Common Stock will remain unchanged at $0.001. Accordingly, on the effective date of the Reverse Stock Split, the stated capital on the Company’s consolidated balance sheets attributable to our Common Stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Per share net income or loss will be increased because there will be fewer shares of Common Stock outstanding. The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

The following discussion is a summary of the material U.S. federal income tax consequences of the proposed Reverse Stock Split to U.S. Holders (as defined below). This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to stockholders in light of their particular circumstances. This discussion is based on the Code and the current treasury regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion. We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Reverse Stock Split and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or a court would not sustain any such challenge.

All stockholders are urged to consult with their own tax advisors with respect to the tax consequences of the Reverse Stock Split. This discussion does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, partnerships, nonresident alien individuals, broker-dealers and tax-exempt entities, stockholders who actually or constructively own 10% or more of our voting stock, real estate investment trusts. grantor trusts, persons holding shares as part of a straddle, hedge, conversion transaction or other integrated investment, U.S. holders (as defined below) subject to the alternative minimum tax or the unearned income Medicare tax or U.S. holders whose functional currency is not the U.S. dollar. This summary also assumes that the pre-Reverse Stock Split shares of Common Stock were, and the post-Reverse Stock Split shares of Common Stock will be, held as a “capital asset,” as defined in Section 1221 of the Code (generally, property held for investment).

As used herein, the term “U.S. holder” means a holder of our Common Stock that is, for U.S. federal income tax purposes:

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a citizen or resident of the U.S.;

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a corporation or other entity taxed as a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more “U.S. persons” ​(as defined in the Code) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

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If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships

 

 

for U.S. federal income tax purposes) holding our Common Stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Stock Split to them.

In addition, the following discussion does not address the U.S. federal estate and gift tax, alternative minimum tax, or state, local and non-U.S. tax law consequences of the proposed Reverse Stock Split.

HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

The Reverse Stock Split is intended to constitute a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Assuming the Reverse Stock Split qualifies as a recapitalization, then, in general, no gain or loss should be recognized by a U.S. holder upon the exchange of pre-Reverse Stock Split Common Stock for post-Reverse Stock Split Common Stock (other than as discussed below with respect to fractional shares). A U.S. holder’s aggregate tax basis of the post-Reverse Stock Split Common Stock should be the same as the aggregate tax basis of the pre-Reverse Stock Split Common Stock exchanged in the Reverse Stock Split (increased by any income or gain attributable to the rounding up of fractional shares as discussed in the following paragraph). A U.S. holder’s holding period in the post-Reverse Stock Split Common Stock should include the period during which the U.S. holder held the pre-Reverse Stock Split Common Stock exchanged in the Reverse Stock Split. The portion of the shares received by a U.S. holder that are attributable to rounding up for fractional shares may have a holding period commencing on the effective date of the Reverse Stock Split. The United States Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stock surrendered to the shares of our Common Stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

As noted above, we will not issue fractional shares of Common Stock in connection with the Reverse Stock Split. In certain circumstances, stockholders who would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole post-Reverse Stock Split share of Common Stock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share of Common Stock are not clear. A U.S. holder whose fractional share resulting from the Reverse Stock Split is rounded up to the nearest whole share may recognize income or gain for U.S. federal income tax purposes. Stockholders should consult their own tax advisors regarding characterization for federal income tax purposes of the receipt of an additional fraction of a share of Common Stock in the Reverse Stock Split.

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO U.S. HOLDERS. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER. ALL HOLDERS OF OUR COMMON STOCK ARE URGED TO AND SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM, INCLUDING RECORD RETENTION AND TAX-REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

The approval of the Reverse Stock Split Proposal requires that more votes be cast “FOR” the proposal than “AGAINST” the proposal. Abstentions and Broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any Broker non-votes on this proposal; however, Broker non-votes may still occur if Brokers choose not to exercise their discretionary authority on this routine matter due to internal policies or otherwise. A failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

 

 

The Board of Directors recommends that you vote “FOR” the approval of the Reverse Stock Split Proposal.

 

 

Our Certificate of Incorporation currently provides for 75,000,000 shares of authorized Common Stock. Our Board of Directors has adopted a resolution to amend our Certificate of Incorporation to increase the authorized number of shares of Common Stock to 125,000,000, subject to stockholder approval of the amendment. No changes will be made to the number of authorized shares of our preferred stock.

The proposed amendment to our Certificate of Incorporation will be affected by amending the introductory paragraphs of Article IV thereof to read in full as follows:

“The total number of shares of capital stock of all classes which the Corporation shall have authority to issue is one hundred twenty five million three hundred fifty thousand (125,350,000) shares, of which (a) one hundred twenty five million (125,000,000) shares, of par value of $.001 per share, shall be of a class designated “Common Stock,” (b) two hundred thirty thousand (230,000) shares, of a par value of $.001 per share, shall be of a class designated “Preferred Stock,” ​(c) ten thousand (10,000) shares, of a par value of $.05 per share, shall be of a class designated “Series B Convertible Preferred Stock,” ten thousand (10,000) shares, of a par value of $.05 per share, shall be of a class designated “Series C Convertible Preferred Stock,” and (d) one hundred thousand (100,000) shares, of a par value of $.001 per share, shall be designated “Series A Junior Participating Preferred Stock.”

The designations, powers, preferences, privileges, and relative, participating, option, or other special rights and qualifications, limitations, or restrictions of the above classes of capital stock shall be as follows:”

A copy of the proposed amendment to our Certificate of Incorporation is set forth in Annex B attached hereto.

Our Board of Directors believes that the proposed increase in the number of shares available for issuance under our Certificate of Incorporation is required to continue to operate our business efficiently. When practical, we may attempt to fund our development programs and other business activities through the issuance of shares, which we believe may be less dilutive to stockholders than funding these activities from the proceeds of typical equity financings. In addition, the use of equity awards in the form of stock options as a component of employee compensation will be important to attract and retain quality personnel that give us the highest probability of future success. Currently, the Company is limited to 45,546,261 shares of Common Stock available, the details from which this number is derived are provided below.

As of July 20, 2026, we had 21,765,479 shares of Common Stock outstanding. In addition, as of such date, 6,798,141 shares were reserved for issuance upon exercise of outstanding warrants, and 890,119 shares were reserved for issuance upon exercise of presently outstanding options under our 2015 Plan and our 2025 Plan. Based upon the foregoing number of outstanding and reserved shares of Common Stock, we have 45,546,261 shares remaining available for other purposes. We have zero shares available for future grants under the 2015 Plan.

 

 

The proposed increase in the number of shares available for issuance under our Charter is intended to provide the Board of Directors with authority, without further action of the stockholders, to issue the additional shares of Common Stock, from time to time in such amounts as the Board of Directors deems necessary. Without limitation of the foregoing, the additional shares may be issued in connection with (1) the achievement of clinical development milestones under license or purchase agreements, (2) strategic partnering and/or acquisition transactions involving the issuance of our securities as well as to meet long-term corporate objectives, (3) capital raising transactions through the sale of Common Stock and/or securities convertible into or exercisable for Common Stock in the private and/or public equity markets to support a higher level of growth, respond to competitive pressures, develop new products and services and support new strategic partnership expenditures, and (4) new hires for growth as we move towards commercialization.

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. Consistent with our business strategy, we currently are pursuing various business development opportunities, including potential strategic transactions. While no definitive agreements have been reached, we believe having additional authorized shares will provide the flexibility needed to pursue these and future opportunities. Although we currently have a sufficient number of shares to satisfy our obligations under current agreements and arrangements, without the increase of the authorized shares we would have a limited number of shares remaining.

In the absence of a proportionate increase in our earnings and book value, an increase in the aggregate number of outstanding shares of Common Stock caused by the issuance of the additional shares would dilute the earnings per share (including projected future earnings per share) and book value per share of all outstanding shares of our Common Stock. If such factors were reflected in the price per share of the Common Stock, the potential realizable value of a stockholder’s investment could be adversely affected. An issuance of additional shares of Common Stock could therefore have an adverse effect on the potential realizable value of a stockholder’s investment. The holders of outstanding shares of Common Stock have no preemptive rights to purchase additional shares.

The proposed increase in the authorized number of shares of Common Stock could have other effects on our stockholders. The increase could deter takeovers, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of us more difficult. For example, additional shares could be issued by us so as to dilute the stock ownership or voting rights of persons seeking to obtain control. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

The approval of the Authorized Shares Proposal requires that more votes be cast “FOR” the proposal than “AGAINST” the proposal. Abstentions and Broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any Broker non-votes on this proposal; however, Broker non-votes may still occur if Brokers choose not to exercise their discretionary authority on this routine matter due to internal policies or otherwise.

The Board of Directors recommends that you vote “FOR” the approval of the amendment to the Charter.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires companies that are subject to the SEC’s proxy rules and regulations to hold a stockholder vote to approve, on an advisory (non-binding) basis, the compensation of their named executive officers as disclosed in their proxy statements in accordance with the SEC’s rules.

As described under the heading “Executive Compensation,” our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our executive officers are rewarded for the achievement of annual, long-term and strategic goals, and corporate goals. Please read the “Executive Compensation” section beginning on page 44 for additional details about our executive compensation programs, including information about the fiscal year 2025 compensation of our Chief Executive Officer and each of the three other most highly compensated executive officers during 2025 who were serving as executive officers at the end of such year (collectively, the “Named Executive Officers”).

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. The Compensation Committee believes the Company’s executive compensation programs have been effective at incentivizing the achievement of financial performance and returns to stockholders.

We are asking our stockholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the 2026 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2025 Summary Compensation Table and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition to the advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

At the 2025 Annual Meeting of Stockholders, approximately 83% of the votes cast on the advisory vote on the executive compensation proposal were cast in favor of our Named Executive Officers’ compensation as disclosed in the proxy statement for last year’s meeting. Our Board of Directors and the Compensation Committee reviewed these final vote results and determined that, given the level of support, our Company should maintain the components of our compensation program.

 

We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with the preference expressed by our stockholders at the 2020 Annual Meeting of Stockholders.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation of our executive officers. Abstentions will have the same practical effect as shares voted against this proposal; whereas, Broker non-votes will not be counted as votes against this proposal. Therefore, a failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the approval of the compensation of our executive officers.

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The Dodd-Frank Act requires that we, as a company that is subject to the SEC’s proxy rules and regulations, hold a stockholder vote to indicate, on an advisory basis, how frequently we should seek an advisory vote on the compensation of our Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on this Proposal 5, stockholders may indicate whether they would prefer an advisory vote on Named Executive Officer compensation once every one, two, or three years (or stockholders may abstain).

After careful consideration of this Proposal, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative at this time, and therefore our Board of Directors recommends that stockholders vote for a one-year interval for the advisory vote on executive compensation.

In formulating its recommendation, our Board of Directors considered that an annual advisory vote on executive compensation will continue to allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our stockholders may have different views as to what is the best approach, and we look forward to hearing from our stockholders on this Proposal.

Stockholders may cast their vote on their preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when they vote in response to the resolution set forth below.

“RESOLVED, that the option of once every one year, two years, or three years that receives a majority of all the votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a stockholder vote to approve the compensation of the Named Executive Officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules.”

The option of one year, two years or three years that receives a majority of all the votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders. However, because this vote is advisory and not binding on the Company or our Board of Directors, our Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option selected by the stockholders.

 

 

The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal is required to approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation. Abstentions will have the same practical effect as shares voted against this proposal; whereas, Broker non-votes will not be counted as votes against this proposal. Therefore, a failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote for the option of “ONE YEAR” as the frequency with which stockholders are provided an advisory vote on executive compensation, as disclosed pursuant to the compensation disclosure rules of the SEC.

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The Audit Committee of the Board of Directors has appointed Cherry Bekaert as our independent registered public accounting firm for the fiscal year ending December 31, 2026 to audit our financial statements for the year ending December 31, 2026 and to render other professional services as required, at the remuneration to be determined by the Audit Committee of the Board of Directors. A representative of Cherry Bekaert is expected to be available at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

We are asking our stockholders to ratify the selection of Cherry Bekaert as our independent registered public accounting firm. Although ratification is not required by our Certificate of Incorporation, Bylaws or otherwise, the Board of Directors is submitting the selection of Cherry Bekaert to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and those of our stockholders.

The following table highlights the aggregate fees billed by Cherry Bekaert during each of the two years ended December 31, 2025.

AUDIT FEES

This category includes the fees for the examination of our consolidated financial statements, review of our Annual Report on Form 10-K, quarterly reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q and periodic review of documents to be filed with the SEC, including registration statements.

 

 

AUDIT-RELATED FEES

This category consists of services that are closely related to the financial audit process and primarily consists of review of reports filed and to be filed with the SEC and accounting advice relating thereto, and audits in connection with consummated acquisitions. Our principal accountants did not bill us for any audit-related services during either of the two years ended December 31, 2025.

TAX FEES

This category relates to professional services for tax compliance, tax advice, and tax planning, including preparation of our federal and state income tax returns and Form 1099’s.

OTHER FEES

Our principal accountants did not bill us for any services or products other than as reported in the table above during each of the two years ended December 31, 2025.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee has adopted a policy that requires advance approval of all audit services and permitted non-audit services to be provided by the independent auditor as required by the Exchange Act. Our Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Our Audit Committee approved all of the services described above in accordance with its pre-approval policies and procedures. The Audit Committee gives due consideration to the potential effect of non-audit services on maintaining the auditors’ independence.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Cherry Bekaert as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions will have the same practical effect as shares voted against this proposal; whereas, Broker non-votes will not be counted as votes against this proposal. A vote on this proposal will be considered a “routine” matter. Therefore, we do not expect any Broker non-votes on this proposal; however, Broker non-votes may still occur if Brokers choose not to exercise their discretionary authority on this routine matter due to internal policies or otherwise. A failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment of Cherry Bekaert as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

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The Board of Directors believes that if the number of shares of Common Stock cast at the Annual Meeting 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.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning or postponing the Annual Meeting, or any adjournment or postponement thereof, in whole or in part as to any particular proposal(s). If our stockholders do not vote a sufficient number of shares of Common Stock to constitute a quorum or do not approve any proposal(s), we could adjourn or postpone the Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit a sufficient number of additional votes to constitute a quorum or additional votes in favor of the proposal(s).

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority of the shares of Common Stock present and entitled to vote on a proposal will vote against a proposal, we could adjourn or postpone the Annual Meeting without a vote on the proposal and use the additional time to solicit the holders of those shares to change their vote in favor of the proposal or the holders of a sufficient number of shares of Common Stock to vote in favor of the proposal, such that the proposal would be approved.

The affirmative “FOR” vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal is required to approve the Adjournment Proposal. Each of the failure to vote by proxy or to vote online at the meeting and a Broker non-vote will have no effect on the Adjournment Proposal. An abstention will have the same practical effect as a vote against this proposal. As described above, the Adjournment Proposal is considered a “routine” matter. Therefore, your Broker may vote your shares without receiving instructions from you on this proposal and accordingly, we do not expect any Broker non-votes on this proposal; however, Broker non-votes may still occur if Brokers choose not to exercise their discretionary authority on this routine matter due to internal policies or otherwise. A failure to instruct your Broker on how to vote your shares will not necessarily count as a vote against this proposal.

The Board of Directors recommends that you vote “FOR” the approval of the Adjournment Proposal.

 

The table below provides information regarding the beneficial ownership of the Common Stock as of July 20, 2026, of each person or entity that we know owns beneficially 5% or more of the shares of our outstanding Common Stock, each of our directors, (3) each of the Named Executive Officers, and (4) our directors and officers as a group. Except as otherwise indicated, and subject to applicable community property laws, we believe the persons named in the table have sole voting and investment power with respect to all shares of Common Stock held by them.

​

(1)

Includes 15,511 shares of Common Stock and options to purchase 130,063 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Dr. Schaber is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(2)

Includes 31 shares of Common Stock and options to purchase 33,735 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Mr. Lapointe is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(3)

Includes 63 shares of Common Stock and options to purchase 33,653 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Ms. Parks is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(4)

Includes 19 shares of Common Stock and options to purchase 33,735 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Dr. Rubin is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(5)

Includes 96 shares of Common Stock and options to purchase 33,735 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Dr. Zeldis is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(6)

Includes 46 shares of Common Stock and options to purchase 63,693 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Mr. Guarino is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(7)

Includes options to purchase 64,338 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Dr. Donini is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(8)

Includes 34 shares of Common Stock and options to purchase 15,161 shares of Common Stock exercisable within 60 days of July 20, 2026. The address of Dr. Straube is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton,

​

 

New Jersey 08540. Although Dr. Straube was a “named executive officer” ​(as defined in Item 402 of Regulation S-K) as of the end the last completed fiscal year, he voluntarily resigned as of June 11, 2026.

(9)

Includes 15,800 shares of Common Stock and options to purchase 408,113 shares of Common Stock exercisable within 60 days of July 20, 2026.

​

*

Indicates less than 1%.

​

**

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of July 20, 2026 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 21,765,479 shares of Common Stock outstanding as of July 20, 2026.

​

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In April 2015, our Board of Directors approved the 2015 Equity Incentive Plan (“2015 Plan”), which was approved by stockholders on June 18, 2015. On September 22, 2022, the stockholders approved an amendment to the 2015 Plan to increase the maximum number of shares of common stock available for issuance under the plan from 2,000,000 to 6,000,000 shares. In June 2025, our Board of Directors approved the 2025 Equity Incentive Plan (“2025 Plan”), which was approved by stockholders on June 20, 2025. No additional grants may be made under the 2015 Plan; however, securities may be issued in accordance with the terms of outstanding grants made under the 2015 Plan. As of December 31, 2025, there are 5,309,912 shares currently available for future grants under the 2025 Plan.

The following table sets forth certain information, as of December 31, 2025, with respect to the following compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

•

all compensation plans previously approved by our security holders; and

​

•

all compensation plans not previously approved by our security holders.

​

​

(1)

Includes our 2015 Plan and 2025 Plan. Our 2015 Plan expired in 2025 and thus no securities remain available for future issuance under that plan.

​

The number of shares reserved for issuance under the 2025 Plan automatically increases pursuant to the terms thereof on January 1 of each year, from January 1, 2026 through January 1, 2035. Pursuant to the terms of the 2025 Plan, the number of shares reserved for issuance under the plan increased by 403,446 as of January 1, 2026, for a total number of shares reserved for issuance under the plan of 6,403,446.

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The table below contains information regarding our executive officers. The ages of individuals are provided as of July 20, 2026:

​

(1)

For biographical information regarding Dr. Schaber, see “Proposal 1 — Election of Directors.”

​

 

There are no family relationships among any of our directors or executive officers.

During the past ten years, none of our directors or executive officers has been involved in any of the legal proceedings required to be disclosed under Item 401(f) of Regulation S-K.

The table below summarizes the elements of the Company’s 2025 executive compensation program and the objectives served by each element. We used multiple metrics in our 2025 compensation program to provide a more complete view of performance, which we intended to capture key business objectives.

In 2024, in furtherance of our compensation philosophy and objectives, the Compensation Committee engaged Setren & Associates, Inc. (“S&A”), an outside executive compensation consulting firm determined to be independent by the Compensation Committee, to conduct a review of, and recommend changes to, our compensation program for our most highly compensated executive officers. A representative of S&A attended Compensation Committee meetings at the invitation of the Compensation Committee Chairman and was also in direct contact with the Compensation Committee and company management from time to time. S&A provided the Compensation Committee with assistance and advice in the review of our salary structure, annual and equity incentive awards and other related executive pay issues. In addition, S&A provided advice regarding marketplace trends and best practices relating to competitive pay levels.

S&A did not provide any services to us other than its services as the Compensation Committee’s independent compensation consultant, and S&A did not receive any fees or compensation from us other than the fee it received as the independent compensation consultant. The Compensation Committee confirmed that S&A’s work for the Compensation Committee did not create any conflicts of interest.

 

 

The following table contains information concerning the compensation paid during each of the two years ended December 31, 2024 and 2025, respectively to our Named Executive Officers.

​

(1)

Dr. Schaber deferred the payment of his 2025 bonus of $203,536 until January 15, 2026. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

(2)

Mr. Guarino deferred the payment of his 2025 bonus of $71,046 until January 15, 2026. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

(3)

Dr. Donini deferred the payment of her 2025 bonus of $89,505 until January 15, 2026. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

(4)

In August 2025, Dr. Straube retired from his employment as Chief Medical Officer and Senior Vice President and entered into a one-year consulting agreement to serve as our Consulting Chief Medical Officer. Although Dr. Straube was a “named executive officer” ​(as defined in Item 402 of Regulation S-K) as of the end the last completed fiscal year, he voluntarily resigned as of June 11, 2026. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718.

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CHRISTOPHER J. SCHABER, PHD

In August 2006, we entered into a three-year employment agreement with Christopher J. Schaber, PhD. Dr. Schaber’s employment agreement automatically renews every three years, unless otherwise terminated, and last was automatically renewed in December 2025 for an additional term of three years. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber twelve months of severance; a pro-rata bonus calculated using the average of his prior two year’s annual bonuses, if any, and the number of months that he was employed during the year in which his employment was terminated; plus any accrued vacation; and we would provide health insurance and life insurance benefits for Dr. Schaber and his dependents. However, in the case of termination without “Just Cause” within one year following a change in control or the sale or other disposition of all or substantially all of our assets, Dr. Schaber will be entitled 18 months of severance and health insurance and life insurance benefits for him and his dependents. No unvested options shall vest beyond the termination date. Upon a change in control of the company due to merger or acquisition, all of Dr. Schaber’s options shall become fully vested, and be exercisable for a period of five years after such change in control (unless they would have expired sooner pursuant to their terms). In the event of his death during the term of the agreement, all of his unvested options shall immediately vest and remain exercisable for the remainder of their term and become the property of Dr. Schaber’s immediate family.

 

 

Under the employment agreement, as amended, Dr. Schaber will receive 200,000 shares of common stock immediately prior to the completion of a transaction or series or a combination of related transactions negotiated by our Board of Directors whereby, directly or indirectly, a majority of our capital stock or a majority of our assets are transferred from us and/or our stockholders to a third party.

Under the employment agreement, we paid Dr. Schaber a base salary of $540,255 for 2024 and $559,164 for 2025. On December 11, 2025, the Compensation Committee approved an increase in salary for Dr. Schaber to $578,735 for 2026.

JONATHAN GUARINO, CPA, CGMA

On September 9, 2019, we entered into a one-year employment agreement with Jonathan Guarino, CPA, CGMA, our Senior Vice President and Chief Financial Officer. Pursuant to the agreement, we pay Mr. Guarino a base salary and a targeted annual bonus of 30% of base salary. Mr. Guarino’s employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in Mr. Guarino’s employment agreement, we would pay Mr. Guarino three months of severance, accrued salary, bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. Under the employment agreement, we paid Mr. Guarino a base salary of $254,800 for 2024 and $263,718 for 2025. On December 11, 2025, the Compensation Committee approved an increase in salary for Mr. Guarino to $295,364 for 2026.

OREOLA DONINI, PHD

In July 2013, we entered into a one-year employment agreement with Oreola Donini, PhD, our Chief Scientific Officer and Senior Vice President. Pursuant to the agreement, as amended, we pay Dr. Donini a base salary and a targeted annual bonus of 30% of base salary. Dr. Donini’s employment agreement automatically renews each year, unless otherwise terminated, and has automatically renewed each year since execution. Upon termination without “Just Cause”, as defined in Dr. Donini’s employment agreement, we would pay Dr. Donini three months of severance, accrued bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. Under the employment agreement, we paid Dr. Donini a base salary of $312,000 for 2024 and $322,920 for 2025. On December 11, 2025, the Compensation Committee approved an increase in salary for Dr. Donini to $340,680 for 2026.

RICHARD STRAUBE, MD

In December 2014, we entered into a one-year employment agreement with Richard C. Straube, MD, our Chief Medical Officer and Senior Vice President. Pursuant to the agreement, we paid Dr. Straube a base salary and a targeted annual bonus of 30% of base salary. Pursuant to an amendment to the employment agreement, which became effective as of April 1, 2019, Dr. Straube was required to devote at least 20 hours per week to the performance of his duties. The amended employment agreement automatically renewed each year, until terminated. Under the employment agreement, we paid Dr. Straube a base salary of $197,039 for 2024 and $203,935 for 2025. Because his employment terminated during 2025, the base salary actually paid to him for that year was $168,962, as reflected in the Summary Compensation Table.

On August 11, 2025, Dr. Straube retired from his employment as Chief Medical Officer and Senior Vice President effective August 12, 2025. Also on August 11, 2025, we entered into a one-year consulting agreement with Dr. Straube (the “Consulting Agreement”), pursuant to which Dr. Straube serves as our Consulting Chief Medical Officer effective August 16, 2025.

The Consulting Agreement provides that Dr. Straube will be an independent contractor and will receive an hourly consulting fee of $1,000 per hour for up to ten hours per month of consulting work. The term of the Consulting Agreement may be extended by successive periods of three months by mutual agreement between us and Dr. Straube.

Although Dr. Straube was a “named executive officer” ​(as defined in Item 402 of Regulation S-K) as of the end the last completed fiscal year, he voluntarily resigned as of June 11, 2026.

 

 

As part of our commitment to transparency and sound corporate governance, we disclose below our policies and practices related to the grant of equity awards in proximity to the release of material nonpublic information.

POLICIES AND PRACTICES ON THE TIMING OF EQUITY AWARDS

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EQUITY AWARDS GRANTED IN CLOSE PROXIMITY TO MATERIAL NONPUBLIC INFORMATION DISCLOSURE

During the last fiscal year, the Company did not grant any stock options to named executive officers during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K disclosing material nonpublic information (excluding Form 8-K disclosures of material new option award grants under Item 5.02(e)).

As no such grants occurred during the relevant period, no further disclosure or tabular presentation is necessary.

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The following table contains information concerning unexercised options, stock that has not vested, and equity incentive plan awards for the Named Executive Officers outstanding at December 31, 2025. We have never issued Stock Appreciation Rights.