Filing Details

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SOLIGENIX, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

258094101

(CUSIP Number)

Third Security, LLC 1881 Grove Avenue Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. (540) 633-7900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to: Intrexon Corporation Attention: Legal 20374 Seneca Meadows Parkway Germantown, Maryland 20876 (301) 556-9809

May 24, 2017

(Date of Event which Requires Filing of this Statement)

CUSIP No. 258094101

Page 2 of 8

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	RANDAL J. KIRK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			300,992
		8	SHARED VOTING POWER
			58,369
		9	SOLE DISPOSITIVE POWER
			300,992
		10	SHARED DISPOSITIVE POWER
			58,369
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	359,361
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.3%
14	TYPE OF REPORTING PERSON
	IN

 

CUSIP No. 258094101

Page 3 of 8

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	THIRD SECURITY, LLC I.R.S. IDENTIFICATION NO.:  54-1923091
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			300,992
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			300,992
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	300,992
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.3%
14	TYPE OF REPORTING PERSON
	OO – limited liability company

 

CUSIP No. 258094101

Page 4 of 8

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	NRM VII HOLDINGS I, LLC I.R.S. IDENTIFICATION NO.: 27-1471440
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			300,992
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			300,992
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	300,992
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.3%
14	TYPE OF REPORTING PERSON
	CO

 

CUSIP No. 258094101

Page 5 of 8

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	INTREXON CORPORATION I.R.S. IDENTIFICATION NO.: 26-0084895
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			58,369
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			58,369
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	58,369
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.0%
14	TYPE OF REPORTING PERSON
	CO

 

CUSIP No. 258094101

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Item 4.

Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The Reporting Persons are filing this Amendment to disclose the sale of 74,828 shares of Common Stock held by NRM VII Holdings, in open market transactions since the filing of Amendment No. 3 to this Original Schedule 13D, for aggregate net proceeds of approximately $175,039.  Additionally, the Reporting Persons are filing this Amendment to disclose the sale of 14,511 shares of Common Stock held by Intrexon, in open market transactions since the filing of Amendment No. 3 to this Original Schedule 13D, for aggregate net proceeds of approximately $33,944.  Pursuant to a joint selling program, NRM VII Holdings and Intrexon sold these shares on a pro rata basis.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

The information contained on the cover pages to this Statement and the information set forth or incorporated in Item 4 is incorporated herein by reference.

 

 (a) and (b)          See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 5,672,657 shares of Common Stock issued and outstanding as of May 8, 2017, as reported on the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2017 for the period ending March 31, 2017.

 

CUSIP No. 258094101

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Reporting Person		Amount of Common Stock Beneficially Owned				Percent of Class				Sole Power to Vote or Direct the Vote				Shared Power to Vote or Direct the Vote				Sole Power to Dispose or to Direct the Disposition				Shared Power to Dispose or to Direct the Disposition
Randal J. Kirk			359,361				6.3	%			300,992				58,369				300,992				58,369
Third Security, LLC			300,992				5.3	%			300,992				—				300,992				—
NRM VII Holdings I, LLC			300,992				5.3	%			300,992				—				300,992				—
Intrexon Corporation			58,369				1.0	%			—				58,369				—				58,369

 

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.

 

(c)               Except as set forth in this Item 5, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.

 

(d)-(e)         Not Applicable

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1

Joint Filing Agreement, dated as of May 26, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

 

CUSIP No. 258094101

Page 8 of 8

 

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

 

Exhibit 1

Joint Filing Agreement, dated as of May 26, 2017, by and among Mr. Kirk, Third Security, NRM VII Holdings and Intrexon

 

 

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