Item
8.01. Other Information.
Redemption
of Series C Preferred
On
February 11, 2021, Oragenics, Inc. (the “Company”) gave notice of its intention to redeem all of its outstanding shares
of Series C Non-Convertible Preferred Stock (the “Series C Preferred Stock”) to the holder thereof.
The
Series C Preferred Stock redemption is in accordance with the terms of the Certificate of Designation and Rights of Series C Non-Convertible
Preferred Stock, dated as of November 8, 2017 (the “Series C Certificate of Designation”). Under the terms of the
Series C Preferred Stock, the redemption price will be based on the stated value per share of $33,847.9874 for the Series C Preferred
Stock as set forth in the Series C Certificate of Designation and include accrued and unpaid dividends on such Series C Preferred
Stock through March 13, 2021. The redemption payment date for the Series C Preferred Stock will be March 15, 2021.
On
February 12, 2021, the Company issued a press release announcing the Series C Preferred Stock redemption.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Company
Sales of Shares-At-The-Market
As
previously reported on February 1, 2021, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance
Global Partners, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell through or to
the Sales Agent shares of Company common stock 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 “Offering”). Through February
11, 2021, the Company sold an aggregate of 15,406,618 shares of its common stock pursuant to the Sales Agreement for aggregate
net proceeds to the Company of approximately $19.3 million, a portion of which are to be used for the Series C Stock Redemption
referenced above. The Company shares of common stock were 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 was filed with the SEC providing for up to
$20,000,000 of sales of shares of Company common stock.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall
there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Warrant
Exercises
Of
the Company’s previously reported outstanding warrants to acquire 4,701,220 shares of Common Stock at an exercise price
of $0.90 per share issued in connection with its March 2019 public offering, 2,100,000 warrants have been exercised through February
11, 2021 with aggregate gross proceeds to the Company of approximately $1.9 million.
Common
Stock Outstanding
The
Company previously reported on December 29, 2020 that it had 91,766,928 shares of common stock outstanding. As a result of the
Company’s recent sales of shares of common stock at-the-market through its Sales Agreement referenced above and the recent
warrant exercises referenced above, as of February 11, 2021, the Company had 109,273,546 shares of Common Stock issued and outstanding.