Item
1.01 Entry Into a Material Definitive Agreement.
On
November 19, 2020, Oragenics, Inc. (“Oragenics” or the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), relating to an
underwritten public offering of 14,189,189 shares of our common stock, par value $0.001 per share (the “Common Stock”),
at a price to the public of $0.37 per share (the “Public Offering”). We also granted the Underwriter a 45-day option
to purchase up to an additional 2,128,378 shares of common stock (the “Option Shares”). The Underwriters exercised
their over-allotment option, electing to purchase 2,128,378 shares of Common Stock. The Common Stock and the Option Shares are
collectively referred to as the “Securities”.
The
Public Offering closed on November 24, 2020. The gross proceeds from the Public Offering, including the Underwriters’ exercise
of the over-allotment in full, were approximately $6.0 million, before deducting underwriting discounts and commissions and estimated
offering expenses. Our Chairman, Dr. Frederick Telling participated in the Public Offering and such participation was approved
by the Company’s Audit Committee. All shares of Common Stock issued in connection with the Public Offering will be listed
on the NYSE American and will be freely tradable on such exchange.
A.G.P./Alliance
Global Partners acted as sole book-running manager for the offering, which was a firm commitment underwritten Public Offering
pursuant to a shelf registration statement on Form S-3 (File No. 333-235763) as initially filed with the Securities and Exchange
Commission (the “Commission”) on December 31, 2019 and declared effective by the Commission on January 13, 2020 and
a related prospectus, including the related prospectus supplement, filed with the Commission (collectively the “Registration
Statement”).
The
net proceeds to the Company from the Public Offering, after deducting Underwriter fees and expenses and the Company’s estimated
Public Offering expenses are expected to be approximately $5.4 million. The Company intends to use the net proceeds of the offering
primarily 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 and working capital.
The
Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit
of, the underwriter in the context of all of the terms and conditions of that agreement and in the context of the specific relationship
between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors
and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.
The
foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, the
Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”) and is incorporated
herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities,
nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.