Amendment to Loan and Security Agreement dated as of October 8, 2024

EXHIBIT 10.1

SECOND AMENDMENT TO THE LOAN AGREEMENT

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This Second Amendment (the “Second Amendment”) to the Loan and Security Agreement, dated as of December 15, 2020, as amended by the First Amendment dated April 19, 2023 (as amended, the “Agreement”) is made and entered into on October 8, 2024 (the “Effective Date”) by and between Soligenix, Inc., a corporation incorporated in the State of Delaware, and each of its Subsidiaries from time to time party thereto, including the Subsidiaries set forth on Schedule I to the Agreement (collectively referred to as “Borrower”), Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P. (each a “Lender” and collectively, the “Lenders”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lenders.

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Recitals:

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WHEREAS, the Borrower and the Lenders have entered into the Agreement and now wish to amend it in accordance with the terms set forth herein;  

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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

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“Conversion Price. The Conversion Price for the Initial Loan and Credit Line shall be equal to (a) $3.81 for the first 501,648 Shares issued to the Lenders pursuant to the terms of this Agreement following October 7, 2024 and (b) $4.23 with respect to all Shares issued to the Lender pursuant to the terms of this Agreement in excess of the first 501,648 Shares so issued.”

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have duly executed this Second Amendment as of the Effective Date.

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IN WITNESS WHEREOF, the parties have duly executed this Second Amendment as of the Effective Date.

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