If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 684023302
1
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Names of Reporting Person.
Joseph Hernandez
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2
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Check the Appropriate Box if a Member of
a Group
Not Applicable
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
SC
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5
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Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) ☐
Not applicable.
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6
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Citizenship or Place of Organization
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Florida
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
9,200,000(1)
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8
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Shared Voting Power (see Item 5 below)
0
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9
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Sole Dispositive Power
9,200,000(1)
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10
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Shared Dispositive Power (see Item 5 below)
0
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11
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Aggregate Amount Beneficially Owned by
Each Reporting Person
9,200,000(1)
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12
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Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
16.6%(2)
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14
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Type of Reporting Person
IN
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(1)
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This excludes the warrants to purchase 9,200,000 shares
of the Issuer’s Common Stock (as defined below) acquired by the Reporting Person pursuant to the Stock Purchase Agreement
(as defined below), which warrants are subject to certain exercise restrictions as further detailed in Item 4 below.
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(2)
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Based on 9,200,000 beneficially owned shares of Common
Stock, divided by 55,324,803 shares, which is composed of: (i) 46,124,803 shares of Common Stock outstanding as of February 25,
2020, as reported on the Issuer’s Form 10-K filed on March 4, 2020 and (ii) 9,200,000 shares of Common Stock held by the
Reporting Person.
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Item
1.
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Security
and Issuer
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This statement on Schedule
13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.001 per share (the “Common Stock”),
of Oragenics, Inc., a Florida corporation (the “Issuer”). The address of the principal executive offices of the Issuer
is 4902 Eisenhower Boulevard, Suite 125, Tampa, Florida, 33634.
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Item
2.
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Identity
and Background
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(f)
This statement is being filed by Joseph Hernandez (the “Reporting Person”).
(b) The address for
the Reporting Person is 15 E. Putnam Avenue, Suite 363, Greenwich, CT 06830.
(c) The Reporting Person
owns more than 5% of the voting class of the Issuer.
(d) The Reporting Person
has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person
has not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction
and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such
laws.
(f) The Reporting Person
is a United States citizen.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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The Reporting Person
has received 9,200,000 shares of Common Stock of the Issuer and certain other consideration in exchange for one hundred percent
(100%) of the total issued and outstanding common stock of Noachis Terra Inc., a privately-held Delaware corporation, held by the
Reporting Person pursuant to the Stock Purchase Agreement (“Agreement”). For additional information regarding the Agreement
and the transactions contemplated thereto, described in Item 4 below. The information set forth in Item 4 is incorporated by reference
herein.
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Item
4.
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Purpose
of the Transaction
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On May 1, 2020, the Issuer
entered into a Stock Purchase Agreement with the Reporting Person, who was the sole shareholder of Noachis Terra Inc., pursuant
to which the Issuer received one hundred percent (100%) of the total issued and outstanding common stock of Noachis Terra (the
“Transaction”). 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 Noachis Terra’s pre-Transaction liabilities (a portion of
which were due to the Reporting Person); (ii) 9,200,000 restricted shares of the Common Stock; and (iii) warrants to purchase 9,200,000
shares of the Issuer’s common stock.
Warrants
The warrants carry
an exercise price of $1.25 per share, a five-year term expiring May 1, 2025, and may not be exercised until the Issuer 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.
Additionally, the Reporting
Person is entitled to receive contingent consideration based upon the exercise of certain of the Issuer’s outstanding warrants
as follows: (i) twenty percent (20%) of the cash proceeds received by the Issuer upon exercise of the Issuer’s warrants carrying
an exercise price of $0.75 and $0.90 and (ii) forty-five percent (45%) of the cash proceeds received by the Issuer upon exercise
of the Issuer’s warrants carrying an exercise price of $1.00, in each case, for so long as the warrants remain outstanding.
Following the Issuer’s
receipt of the requisite shareholder approval, 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 Issuer’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 Issuer by the Reporting Person.
Registration Rights
Pursuant to the Agreement,
within thirty (30) days of May 1, 2020, the Issuer must file with the Securities and Exchange Commission (the “SEC”)
a registration statement (the “Registration Statement”) covering the 9,200,000 shares of Common Stock and the warrants
to purchase 9,200,000 shares of Common Stock, which registration statement must be declared effective by the SEC within ninety
(90) days of May 1, 2020.
Lock Up
Pursuant to the Agreement,
the Reporting Person agreed not to effect any offer, direct or indirect sale, assignment, encumbrance, option, pledge, hypothecation,
disposition, loan or other transfer, whether directly or indirectly, or engage in any hedging activities until the earlier of (i)
October 28, 2020, (ii) the public announcement by Buyer that the Issuer has received funding from BARDA, U.S. National Institutes
of Health or any other governmental authority to fully fund the development program for SARS-CoV-2 vaccine, and (iii) such date,
after the Registration Statement has been declared effected by the SEC, that the closing price per share of the Issuer’s
Common Stock , closes above $2.50.
Voting
Pursuant to the Agreement,
the Reporting Person agreed, subject to certain restrictions, to vote all of his 9,200,000 shares of Common Stock acquired pursuant
to the Agreement in favor of any proposals presented to the shareholders of the Issuer to approve the exercise of the Reporting
Person’s warrants.
Board Addition
Pursuant to the Agreement,
contemporaneously with the closing of the Transaction, the Issuer increased the size of its board of directors by one person and
appointed Kim Murphy to fill such vacancy until her successor is duly elected or until her earlier resignation, removal or death.
The description of
the Agreement and corresponding warrants are qualified in their entirety by reference to the full text of the agreements, copies
of which were filed by the Issuer as exhibits to the Form 8-K filed by the Issuer with the SEC on May 4, 2020 (and are also incorporated
by reference herein as Exhibit 99.1 and 99.2).
Other than as described
in this Schedule 13D, to the best of the Reporting Person’ knowledge, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) between the person named in Item 2 and any person with respect to any securities of the Issuer.
Except as otherwise
described in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board except as may be required for the Issuer to comply with exchange listing requirements with respect
to the number of independent directors; (e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter
or by-laws or other actions which may impede the acquisition or control of the Issuer by any person; (h) causing a class of securities
of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar
to those enumerated above.
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Item
5.
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Interest
in Securities of the Issuer
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(a)-(b) The aggregate
number and percentage of shares of Common Stock beneficially owned by the Reporting Person (based on 9,200,000 beneficially owned
shares of Common Stock, divided by 55,324,803 shares, composed of: (i) 46,124,803 shares of Common Stock outstanding as of February
25, 2020, as reported on the Issuer’s Form 10-K filed with the SEC on March 4, 2020, and (ii) 9,200,000 shares of Common
Stock held by the Reporting Person) are as follows:
a)
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Amount beneficially owned: 9,200,000
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Percentage: 16.6%
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b)
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Number of shares to which the Reporting Person has:
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i.
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Sole power to vote or to direct the vote:
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9,200,000
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ii.
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Shared power to vote or to direct the vote:
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0
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iii.
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Sole power to dispose or to direct the disposition of:
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9,200,000
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iv.
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Shared power to dispose or to direct the disposition of:
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0
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(c) The Reporting Person
has not effected any transactions of the Common Stock during the 60 days preceding the date of this report, except as described
in Item 4 of this Schedule 13D which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Except for the arrangements
pursuant to the Agreement described above in Item 4, which is incorporated herein by reference, the Reporting Person has not entered
into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities
of the Issuer.
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Item
7.
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Material
to be Filed as Exhibits
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 15, 2020
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Joseph Hernandez
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By
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/s/ Joseph Hernandez
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Joseph Hernandez
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6