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SEC Company Response from SOLIGENIX, INC. (SNGX) (CIK 0000812796) (SNGX) — Dec 17, 2014

SOLIGENIX, INC. (SNGX) (CIK 0000812796)
Date: Dec. 17, 2014 · CIK: 0000812796 · Accession: 0001213900-14-008949

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File numbers found in text: 333-199761

Referenced dates: November 14, 2014

Date
Dec. 17, 2014
Author
/s/ Leslie J. Croland
Form
CORRESP
Company
SOLIGENIX, INC. (SNGX) (CIK 0000812796)

Letter

VIA EDGAR AND FEDEX Division of Corporation Finance Securities and Exchange Commission Re Soligenix, Inc. Registration Statement on Form S-1 Filed October 31, 2014 File No. 333-199761

Dear Mr. Riedler:

On behalf of our client, Soligenix, Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated November 14, 2014 (the “Comment Letter”) relating to the captioned Registration Statement (“Registration Statement”).

Set forth below is our response to the Staff’s comment. For your convenience we have incorporated the Staff’s comment into this response letter.

General

1. Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement that is declared effective, your registration statement must include the amount of securities to be offered in a pre-effective amendment. Please refer to Securities Act Rules C&DI Question 227.02 for guidance. Accordingly, please amend your registration statement to include the total number of units and the number of warrants in each unit.

Duane Morris llp

5100 Town center circle, ste. 650, boca raton, fl 33486

Division of Corporation Finance

Securities and Exchange Commission

December 16, 2014

Page 2

Response: In response to the Staff’s comment, the Company has amended the Registration Statement to include the total number of units and the number of warrants in each unit.

*****

Please contact me at (305) 960-2250 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,
/s/ Leslie J. Croland

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CORRESP
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    NEW YORK

                                                                                LONDON

     BALTIMORE

                                                                                WILMINGTON

    SINGAPORE

    MIAMI

    PHILADELPHIA
    FIRM and AFFILIATE OFFICES
    BOCA RATON

    CHICAGO

    PITTSBURGH

    WASHINGTON, DC
    LESLIE J. CROLAND
    NEWARK

    SAN FRANCISCO
    PERSONAL FAX: +1 305 397 1882
    LAS VEGAS

    SILICON VALLEY
    E-MAIL: ljcroland@duanemorris.com
    CHERRY HILL

    SAN DIEGO

    LAKE TAHOE

    BOSTON

    MYANMAR

    HOUSTON

    OMAN

    LOS ANGELES

    A GCC REPRESENTATIVE OFFICE

    HANOI

    OF DUANE MORRIS

    HO CHI MINH CITY

    ATLANTA

    MEXICO CITY

    ALLIANCE WITH

    MIRANDA & ESTAVILLO

December 16, 2014

VIA EDGAR AND FEDEX

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re Soligenix, Inc.

    Registration Statement on Form S-1

    Filed October 31, 2014

    File No. 333-199761

Dear Mr. Riedler:

On behalf of our
client, Soligenix, Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of
the Securities and Exchange Commission contained in its letter dated November 14, 2014 (the “Comment Letter”) relating
to the captioned Registration Statement (“Registration Statement”).

Set forth below
is our response to the Staff’s comment. For your convenience we have incorporated the Staff’s comment into this response
letter.

General

1.     Although
Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement
that is declared effective, your registration statement must include the amount of securities to be offered in a pre-effective
amendment. Please refer to Securities Act Rules C&DI Question 227.02 for guidance. Accordingly, please amend your registration
statement to include the total number of units and the number of warrants in each unit.

    Duane Morris llp

    5100 Town center circle, ste. 650, boca raton, fl 33486

        Division of Corporation Finance

        Securities and Exchange Commission

        December 16, 2014

        Page 2

Response:
In response to the Staff’s comment, the Company has amended the Registration Statement to include the total number of units
and the number of warrants in each unit.

*****

Please contact me
at (305) 960-2250 with any questions or further comments regarding our responses to the Staff’s comments.

    Sincerely,

    /s/ Leslie J. Croland

    Leslie J. Croland

cc:          Christopher J. Schaber, Ph.D., Chief Executive
Officer and President