Exhibit 4.6


 





SOLIGENIX, INC.


DESCRIPTION OF SECURITIES


 


The following description of the terms of
our securities is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the
“Certificate of Incorporation”), and our Bylaws, as amended (the “Bylaws”), both of which are filed as
exhibits to our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.


 


Under our Certificate of Incorporation and
Bylaws, we are authorized capital to issue 25,350,000 shares of capital stock, consisting of 25,000,000 shares of common stock,
par value $0.001 per share, 230,000 shares of undesignated preferred stock (none of which are currently outstanding), 10,000 shares
of Series B Convertible Preferred Stock, par value $0.05 per share (none of which are currently outstanding), 10,000 shares of
Series C Convertible Preferred Stock, par value $0.05 per share (none of which are currently outstanding), and 100,000 shares of
Series A Junior Participating Preferred Stock, par value $0.001 per share.


 


Our common stock is listed on The Nasdaq Capital
Market under the symbol “SNGX.” Our common stock warrants issued in December 2016 are listed on The Nasdaq Capital
Market under the symbol “SNGXW”. All outstanding shares of common stock are validly issued, fully paid, and nonassessable.


 


Common Stock


 


Voting Rights


 


Holders of our common stock are entitled to
one vote for each share held in the election of directors and in all other matters to be voted on by the stockholders. There is
no cumulative voting in the election of directors. The affirmative vote of the holders of a plurality of the shares of common stock
represented at an annual meeting is required to elect each director.


 


Dividends and Liquidation Rights


 


Holders of common stock are entitled to receive
dividends as may be declared from time to time by our board of directors out of funds legally available therefor. In the event
of liquidation, dissolution or winding up of the corporation, holders of common stock are to share in all assets remaining after
the payment of liabilities.


 


Conversion, Redemption and Other Rights


 


Holders of common stock have no pre-emptive
or conversion rights and are not subject to further calls or assessments. There are no redemption or sinking fund provisions applicable
to the common stock. The rights of the holders of the common stock are subject to any rights that may be fixed for holders of preferred
stock.


 


Preferred Stock


 


Our Certificate of Incorporation authorizes
the issuance of 230,000 shares of undesignated preferred stock, 10,000 shares of Series B Convertible Preferred Stock, par value
$0.05 per share (“Series B Preferred Stock”), 10,000 shares of Series C Convertible Preferred Stock, par value $0.05
per share (“Series C Preferred Stock”), and 100,000 shares of Series A Junior Participating Preferred Stock, par value
$0.001 per share (“Junior Preferred Stock”). Our board of directors is empowered, without stockholder approval, to
designate and issue additional series of preferred stock with dividend, liquidation, conversion, voting or other rights, including
the right to issue convertible securities with no limitations on conversion, which could adversely affect the voting power or other
rights of the holders of our common stock, substantially dilute a common stockholder’s interest and depress the price of
our common stock.


 


No shares of the Series B Preferred Stock,
the Series C Preferred Stock or the Junior Preferred Stock are outstanding. Due to the terms of the Series C Preferred Stock, no
additional shares of Series C Preferred Stock can be issued.


 






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Series B Preferred Stock


 


Our Certificate of Incorporation authorizes
the issuance of 10,000 shares of Series B Preferred Stock, none of which are outstanding and 6,411 of which have been converted
to common stock and therefore are not reissuable.


 


Voting Rights


 


Each holder of Series B Preferred Stock is
entitled to the number of votes equal to the number of whole shares of common stock into which the shares of Series Preferred Stock
held by such holder is then convertible (as adjusted from time to time pursuant to our Certificate of Incorporation) with respect
to any and all matters presented to the stockholders for their action or consideration. Except as provided by law, holders of Series
B Preferred Stock vote together with the holders of common stock as a single class.


 


Dividends and Liquidation Rights


 


The holders of the Series B Preferred Stock
are entitled to a dividend of 8% per annum, payable annually in shares of Series B Preferred Stock. In addition, when and if our
board of directors shall declare a dividend payable with respect to the then outstanding shares of common stock, the holders of
the Series B Preferred Stock are entitled to the amount of dividends per share as would be payable on the largest number of whole
shares of common stock into which each share of Series B Preferred Stock could then be converted.


 


In the event of liquidation, dissolution or
winding up of the company, the holders of Series B Preferred Stock then outstanding will be entitled to be paid an amount equal
to $1,000 per share (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization
affecting such shares pursuant to our Certificate of Incorporation), plus any dividends declared but unpaid thereon before any
payment is made to the holders of common stock, Junior Preferred Stock or any other class or series of stock ranking on liquidation
junior to the Series B Preferred Stock. After the holders of the Series B Preferred Stock have been paid in full, the remaining
assets of the company will be distributed to the holders of Junior Preferred Stock and common stock, subject to the preferences
of the Junior Preferred Stock.


 


Conversion, Redemption and Other Rights 


 


Each share of Series B Preferred Stock is convertible
into 1.333 shares of common stock. The conversion ratio is subject to an adjustment upon the issuance of additional shares of common
stock for a price below the closing price of the common stock and equitable adjustment for stock splits, dividends, combinations,
reorganizations and similar events.


 


Subject to certain conditions, after the second
anniversary of the issuance of the Series B Preferred Stock, the Company will have the right, but not the obligation, to redeem
the then-outstanding shares of Series B Preferred Stock for cash in an amount calculated pursuant to the terms of our Certificate
of Incorporation.


 


Junior Preferred Stock


 


Voting Rights


 


The holders of the Junior Preferred Stock will
have 10,000 votes per share of Junior Preferred Stock on all matters submitted to a vote of our stockholders, including the election
of directors.


 


Dividends and Liquidation Rights


 


If our board of directors declares or pays
dividends on common stock, the holders of the Junior Preferred Stock would be entitled to receive a per share dividend payment
of 10,000 times the dividend declared per share of common stock. In the event we make a distribution on the common stock, the holders
of the Junior Preferred Stock will be entitled to a per share distribution, in like kind, of 10,000 times such distribution made
per share of common stock. In the event of any merger, consolidation or other transaction in which shares of common stock are exchanged,
each share of Junior Preferred Stock will be entitled to receive 10,000 times the amount received per share of common stock. These
rights are protected by customary anti-dilution provisions.


 






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Upon any liquidation, dissolution or winding
up, no distribution may be made to the holders of shares of stock ranking junior to the Junior Preferred Stock unless the holders
of the Junior Preferred Stock have received the greater of (i) $37.00 per one one-thousandth share plus an amount equal to accrued
and unpaid dividends and distributions thereon, and (ii) an amount equal to 10,000 times the aggregate amount to be distributed
per share to holders of common stock. Further, no distribution may be made to the holders of stock ranking on a parity upon liquidation,
dissolution or winding up with the Junior Preferred Stock, unless distributions are made ratably on the Junior Preferred Stock
and all other shares of such parity stock in proportion to the total amounts to which the holders of the Junior Preferred Stock
are entitled above and to which the holders of such parity shares are entitled.


 


Outstanding Warrants


 


2016 Warrants


 


On December 16, 2016, we consummated a public
offering of an aggregate of 1,670,000 shares of common stock, together with warrants to purchase up to 2,370,005 shares of common
stock. In connection with the offering, we also issued the underwriter a warrant to purchase up to 33,400 shares of common stock.
We refer to the warrants issued to the investors and the underwriter in connection with the offering as the “2016 Warrants.”
The 2016 Warrants are listed on The Nasdaq Capital Market under the symbol “SNGXW”.


 


As of March 23, 2020, 2,403,405 shares of common
stock remained issuable upon the exercise of the 2016 Warrants. The 2016 Warrants expire in 2021.


 


As of March 23, 2020, the exercise price of
the 2016 Warrants was $3.95 per share. The exercise price and the number of shares of common stock purchasable upon the exercise
of each 2016 Warrant are subject to adjustment upon the happening of certain events, such as stock dividends, distributions, and
splits.


 


Other Warrants


 


As of March 23, 2020, 3,483,412 shares of common
stock were issuable upon the exercise of warrants other than the 2016 Warrants. Such warrants expire between 2022 and 2023. As
of March 23, 2020, the weighted average exercise price of such warrants was $2.20 per share. The exercise price and the number
of shares of common stock purchasable upon the exercise of each such warrant are subject to adjustment upon the happening of certain
events, such as stock dividends, distributions, and splits.


 


Anti-Takeover Provisions


 


Provisions in our Certificate of Incorporation
and Bylaws may discourage certain types of transactions involving an actual or potential change of control of our company which
might be beneficial to us or our security holders.


 


As noted above, our Certificate of Incorporation
permits our board of directors to issue shares of any class or series of preferred stock in the future without stockholder approval
and upon such terms as our board of directors may determine. The rights of the holders of common stock will be subject to, and
may be adversely affected by, the rights of the holders of any class or series of preferred stock that may be issued in the future.


 


Our Bylaws generally provide that any board
vacancy, including a vacancy resulting from an increase in the authorized number of directors, may be filled by a majority of the
directors, even if less than a quorum.


 


Additionally, our Bylaws provide that stockholders
must provide timely notice in writing to bring business before an annual meeting of shareholders or to nominate candidates for
election as directors at an annual meeting of shareholders. Notice for an annual meeting is timely if our Secretary receives the
written notice not less than 45 days and no more than 75 days prior to the anniversary of the date that we mailed proxy materials
for the preceding year’s annual meeting. However, if the date of the annual meeting is advanced more than thirty (30) days
prior to, or delayed by more than thirty (30) days after, the anniversary of the preceding year’s annual meeting, notice
by the stockholder to be timely must be delivered not later than the close of business on the later of (i) the 90th
day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of
such annual meeting is first made. Our Bylaws also specify the form and content of a shareholder’s notice. These provisions
may prevent shareholders from bringing matters before an annual meeting of shareholders or from making nominations for directors
at an annual meeting of shareholders.


 






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Delaware Anti-Takeover Statute


 


We are subject to the provisions of Section
203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of
three years following the date the person became an interested stockholder unless:


 


	 	●	prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;


 


	 	●	upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under Section 203; or


 


	 	●	at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.


 


Generally, a business combination includes
a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of
interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of
this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance.
We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares
of common stock held by stockholders.


 


Transfer Agent


 


The transfer agent and registrar for our common
stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn, NY 11219 and
its telephone number is (718) 921-8200.


 






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