Soligenix gets Nasdaq notice for stockholders' equity below $2,500,000

Soligenix, Inc. received a notice from The Nasdaq Stock Market LLC on August 15, 2025 saying it is not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market. The company disclosed the notice the same day in a Form 8-K filed under Item 3.01, which covers delisting notices and failures to meet a continued listing rule. Its common stock trades under the symbol SNGX.

The rule and the shortfall

Nasdaq Listing Rule 5550(b)(1) requires companies on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000. In its quarterly report on Form 10-Q for the quarter ended June 30, 2025, Soligenix reported stockholders' equity of $1,828,951, below that minimum.

The company says that figure does not reflect sales under its at-the-market facility on July 1, 2025, which generated total gross proceeds of approximately $1,439,300. The 8-K does not say whether those sales would bring equity back above the minimum. It also says that, as of the date of the report, the company does not meet either alternative standard: market value of listed securities of at least $35 million, or net income of $500,000 from continuing operations in its most recent fiscal year or in two of the three most recent fiscal years.

The plan deadline and the appeal path

Nasdaq gave Soligenix 45 calendar days, or until September 29, 2025, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the notice to show that the company has regained compliance. The company says it is evaluating various courses of action and plans to submit its plan on time. It also says there can be no assurance that the plan will be accepted or that the company will regain compliance.

If the plan is rejected, if the company does not regain compliance within 180 days, or if it fails another continued listing requirement, Nasdaq could issue a delisting notice. The company could then appeal to a Nasdaq Hearings Panel. A hearing request would stay any suspension or delisting action until the hearing process and any additional extension granted by the panel have ended.

The company behind the listing

Soligenix describes itself as a late-stage biopharmaceutical company focused on rare diseases with unmet medical need. Its Specialized BioTherapeutics segment is developing HyBryte, a proposed name for synthetic hypericin sodium, a topical photodynamic therapy for cutaneous T-cell lymphoma. The annual report, filed March 21, 2025, says the first Phase 3 study, FLASH, met its primary endpoint in March 2020. It also says the company submitted a new drug application to the FDA in December 2022 and received a refusal to file letter in February 2023, and that discussions with the FDA continue on modifying the development path to meet the agency's preference for a longer duration. The company began enrolling patients in a second Phase 3 study, FLASH2, in December 2024, based on a protocol the European Medicines Agency accepted, and says it anticipates top-line results in the second half of 2026.

The company's Public Health Solutions segment includes RiVax, a ricin toxin vaccine candidate, and CiVax, a vaccine candidate for COVID-19. The annual report says that segment has been supported by government grant and contract funding from the National Institute of Allergy and Infectious Diseases.

What the notice leaves open

The notice does not give the company's cash balance or its spending for the second half of 2025. It does not say how Soligenix would raise equity to meet the minimum, or whether it would seek a reverse split or another route to compliance. The July 1 at-the-market sales came after the June 30 balance sheet date, so the reported equity figure leaves them out.

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