Soligenix (SNGX) Proxy filing summary

Executive summary

• Focus on maintaining Nasdaq listing to enhance liquidity, access to capital, and strategic flexibility; reverse stock split and increase in authorized shares proposed to support compliance and future growth.

• Pipeline includes diversified assets: HyBryte (discontinued Phase 3), SGX945 (promising Phase 2 for Behçet's disease), and ThermoVax® vaccine platform for biodefense.

• Strategic alternatives under evaluation include partnerships, licensing, mergers, acquisitions, and financing; no definitive agreements yet.

• Commitment to unlocking long-term shareholder value through disciplined execution and strategic decision-making.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Proposal for a reverse stock split at a ratio of 1-for-2 to 1-for-20, at Board discretion, to maintain Nasdaq listing.

• Proposal to increase authorized common shares from 75,000,000 to 125,000,000 to support business development and M&A.

• Advisory vote on executive compensation and on the frequency of such votes (Board recommends annual vote).

• Ratification of Cherry Bekaert LLP as independent auditor for 2026.

• Adjournment proposal to allow further solicitation if quorum or votes are insufficient.

Board of directors and corporate governance

• Board consists of five nominees with extensive experience in pharma, biotech, and academia; average age 70, average tenure 14.2 years.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance; all committee members are independent.

• Board leadership combines CEO and Chairman roles for decisive leadership; independent directors provide oversight and hold executive sessions.

• Code of ethics and insider trading policy in place; incentive compensation recoupment policy adopted in 2023.