Initial Statement of Beneficial Ownership (3)
May 15 2020 - 4:58PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Hernandez Joseph |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/1/2020
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3. Issuer Name and Ticker or Trading Symbol
ORAGENICS INC [OGEN]
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(Last)
(First)
(Middle)
15 E. PUTNAM AVENUE, SUITE 363 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock (1) | 9200000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant to purchase common stock (1) | (2)(3) | 5/1/2025 | Common Stock | 9200000 | $1.25 | D | |
Explanation of Responses: |
(1) | Pursuant to the Stock Purchase Agreement dated May 1, 2020, between Oragenics, Inc. (the "Company") and the Reporting Person, the Company acquired one hundred percent of the total issued and outstanding stock of Noachis Terra Inc. In exchange, the Reporting Person received the following: (i) cash consideration equal to $1,925,000, of which approximately $500,000 has been applied to extinguish certain of Noachis Terra's liabilities (a portion of which were due to the Reporting Person); (ii) 9,200,000 restricted shares of the Company's common stock, which shares are subject to certain lockup restrictions; and (iii) warrants to purchase 9,200,000 shares of the Company's common stock. |
(2) | The warrants may not be exercised until the Company has obtained shareholder approval with respect to the exercisability of the warrants pursuant to the New York Stock Exchange American ("NYSE") requirements. Following such approval, the warrants may not be exercised until the earlier of (a) notification of BARDA's willingness to fund development of the TerraCoV2 vaccine product candidate, (b) phase 1 clinical results demonstrating activity, or (c) May 1, 2021. |
(3) | The Reporting Person is not entitled to exercise the warrant to the extent that such exercise would result in the Reporting Person beneficially owning more than 19.99% of the Company's outstanding common stock. This limitation on beneficial ownership may be increased, decreased or terminated, in the Reporting Person's sole discretion, upon 61 days' written notice to the Company by the Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hernandez Joseph 15 E. PUTNAM AVENUE, SUITE 363 GREENWICH, CT 06830 |
| X |
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Signatures
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/s/ Joseph Hernandez | | 5/15/2020 |
**Signature of Reporting Person | Date |
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