Item
1.01 Entry Into a Material Definitive Agreement.
On
February 1, 2021, Oragenics, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”)
with A.G.P./Alliance Global Partners, as sales agent (the “Agent”), pursuant to which the Company may offer and sell,
from time to time, through or to the Agent, as sales agent and/or principal (the “Offering”) shares of its common
stock (the “Shares”). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration
Statement on Form S-3 (File No. 333-235763) filed with the Securities and Exchange Commission (the “SEC”) on December
31, 2019 and declared effective on January 13, 2020 (the “Form S-3”), the base prospectus dated January 13, 2020 included
in the Form S-3 and the prospectus supplement relating to the Offering, dated February 1, 2021, that will be filed with the SEC
providing for up to $20,000,000 of sales of shares of common stock.
Subject
to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares
from time to time, based upon the Company’s instructions. Under the Sales Agreement, the Agent may sell the Shares by any
method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”).
The
Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement. The Offering
will terminate upon (a) the election of the Agent upon the occurrence of certain adverse events, (b) 10 days’ advance notice
from one party to the other, or (c) the sale of all of the Shares.
Under
the terms of the Sales Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from
each sale of Shares under the Sales Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection
with the Sales Agreement, and agreed to provide indemnification and contribution to the Agent with respect to certain liabilities,
including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The
Company currently intends to use the net proceeds from the Offering to continue funding our pre-clinical development of our SARS-CoV-2
vaccine, Terra CoV-2 and our lantibiotics program and for general corporate purposes, including research and development activities,
capital expenditures, the redemption of all or a portion of our outstanding Series C Preferred Stock at its stated value and working
capital.
The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall
there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or country.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related
to expectations regarding the Offering and the expected use of proceeds from the Offering, if any. The risks and uncertainties
involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, market conditions,
and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned
not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions
and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking
statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by
law.