SOLIGENIX, INC. 8-K

What Happened
Soligenix, Inc. (SNGX) announced on January 23, 2026 that it entered into an At Market Issuance Sales Agreement with Rodman & Renshaw, LLC under which the company may sell, at its option and from time to time, up to $3,450,000 aggregate offering price of its common stock through Rodman as sales agent. Sales may be made on The Nasdaq Capital Market or other U.S. trading markets as permitted by Rule 415 under the Securities Act, subject to parameters set by the company. The offering will be made under Soligenix’s shelf registration statement on Form S-3 (File No. 333-274265) and the prospectus supplement dated January 23, 2026.

Key Details

• Agreement date: January 23, 2026 (Sales Agreement filed as Exhibit 10.1).
• Maximum aggregate offering: up to $3,450,000 of common stock.
• Sales agent: Rodman & Renshaw, LLC; commission: up to 3.0% of gross proceeds.
• Termination: offering terminates on the earliest of (a) December 15, 2026, (b) sale of all shares subject to the agreement, (c) termination by either party in permitted circumstances, or (d) mutual agreement.
• Company controls sale parameters (timing, daily limits, minimum prices) and has no obligation to sell any shares; sales may be suspended.
• Company agreed to indemnify Rodman for certain liabilities; legal opinion on share validity filed as Exhibit 5.1.

Why It Matters
This ATM facility gives Soligenix a flexible way to raise capital opportunistically without an immediate, fixed equity offering. If the company sells shares under the agreement, existing shareholders could face dilution; proceeds can support operations or development programs. There is no guarantee any shares will be sold, and sales would incur up to a 3% commission to the sales agent. Investors should watch future filings (8-Ks, prospectus supplements, and periodic reports) for any actual sales, amounts raised, and the use of proceeds.