Amended Current Report Filing (8-k/a)
May 29 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934.
Date
of Report: May 1, 2020
(Date
of earliest event reported)
Oragenics,
Inc.
(Exact
name of registrant as specified in its charter)
FL
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001-32188
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59-3410522
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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4902
Eisenhower Boulevard, Suite 125
Tampa,
FL
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33634
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(Address
of principal executive offices)
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(Zip
Code)
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813-286-7900
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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OGEN
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Introductory
Note
On
May 1, 2020, Oragenics, Inc. a Florida corporation (“Oragenics” or the “Company”), completed its acquisition
of Noachis Terra Inc., a privately-held Delaware corporation (“Noachis Terra”), dedicated to the development and commercialization
of a vaccine candidate to provide specific immunity from the novel Severe Acute Respiratory Syndrome coronavirus (SARS-CoV-2),
which causes the coronavirus disease 2019 (“COVID-19”), in accordance with the terms of a Stock Purchase Agreement,
dated as of May 1, 2020 (the “Stock Purchase Agreement”), by and among the Company, Noachis Terra, and Mr. Joseph
Hernandez, the sole shareholder of Noachis Terra. On May 1, 2020, pursuant to the Stock Purchase Agreement, the Company acquired
from Mr. Hernandez one hundred percent (100%) of the issued and outstanding common stock of Noachis Terra, and Noachis Terra became
a wholly-owned subsidiary of the Company (the “Transaction”).
On
May 4, 2020, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items,
the consummation of the Transaction.
This
Amendment No. 1 to Current Report on Form 8-K amends the Original Form 8-K to provide (i) the historical audited financial statements
of Noachis Terra Inc. from its inception on March 9, 2020 through March 31, 2020 and (ii) the unaudited pro forma condensed combined
statements of income for the three months ended March 31, 2020, and unaudited pro forma condensed combined balance sheet as of
March 31, 2020, as required by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K, respectively. Such financial information
was excluded from the Original Form 8-K in reliance on the instructions to such Items.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
The
audited consolidated financial statements of Noachis Terra Inc. from its inception on March 9, 2020 through March 31, 2020 are
filed herewith as Exhibit 99.1 and are incorporated herein by reference.
(b)
Pro forma financial information.
The
unaudited pro forma condensed combined statements for the three months ended March 31, 2020 and the unaudited pro forma condensed
combined balance sheet as of March 31, 2020, each giving effect to the Transaction, are filed as Exhibit 99.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
(d)
Exhibits.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 29th day of May, 2020.
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ORAGENICS,
INC.
(Registrant)
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BY:
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/s/ Michael Sullivan
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Michael
Sullivan
Chief
Financial Officer
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