Form 8-K - Current report
June 20 2024 - 8:00AM
Edgar (US Regulatory)
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2024-06-18
2024-06-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934.
Date
of Report: June 18, 2024
(Date
of earliest event reported)
Oragenics,
Inc.
(Exact
name of registrant as specified in its charter)
FL |
|
001-32188 |
|
59-3410522 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
Number) |
1990
Main Street
Suite
750
Sarasota,
FL |
|
34236 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
OGEN |
|
NYSE
American |
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. ☐
ITEM
3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On
June 18, 2024, Oragenics, Inc. (the “Company”) was notified by NYSE American LLC (“NYSE American”) that the Company’s
plan to regain compliance with NYSE American’s continued listing standards had been accepted.
The
Company was required to submit a plan to NYSE American by May 18, 2024 addressing how it intends to regain compliance with Sections 1003(a)(ii)
and 1003(a)(iii) of the Company Guide by October 18, 2025. The Company submitted a plan prior to the deadline. On June 18, 2024, the
Company received notice from NYSE American that it had accepted the Company’s plan and granted a plan period through October 18,
2025. During the plan period, the Company will be subject to quarterly monitoring for compliance with the plan. If the Company does not
regain compliance with NYSE American’s listing standards by October 18, 2025, or if the Company does not make progress consistent
with its plan, then NYSE American may initiate delisting proceedings.
The
Company’s common stock will continue to be listed on NYSE American during the plan period under the symbol “OGEN” with
a “below compliance” indicator appended to the Company’s ticker symbol (with the added designation of “.BC”).
The Company’s receipt of the notification from NYSE American accepting the compliance plan does not affect the Company’s
business operations or its reporting requirements with the U.S. Securities and Exchange Commission.
On
June 20, 2024, the Company issued a press release disclosing the receipt of NYSE American’s notice accepting the Company’s
compliance plan, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(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 20th day of June, 2024.
|
ORAGENICS,
INC. |
|
(Registrant) |
|
|
|
|
BY: |
/s/
Janet Huffman |
|
|
Janet
Huffman |
|
|
Chief
Financial Officer |
Exhibit
99.1
Oragenics,
Inc. Announces NYSE American Acceptance of Plan of Compliance
June
20, 2024
SARASOTA,
Fla.—(BUSINESS WIRE) — Oragenics, Inc. (NYSE American: OGEN), a company focused on developing unique, intranasal pharmaceuticals
for the treatment of neurological disorders, today announced that it received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) dated June
18, 2024, notifying the Company that it has accepted the Company’s plan to regain compliance with NYSE American’s continued
listing standards.
The
NYSE American has reviewed Oragenics’ compliance plan and information submitted on May 17, 2024 and determined that the Company
made a reasonable demonstration of its ability to make substantial progress toward regaining compliance by October 18, 2025. During this
time, the Company will be subject to quarterly monitoring for compliance with the plan. If the Company does not regain compliance with
NYSE American’s listing standards by October 18, 2025, or if the Company does not make sufficient progress consistent with its
plan, then the NYSE American may initiate delisting proceedings at that time.
About
Oragenics
Oragenics
is a development-stage biotechnology company focused on nasal delivery of pharmaceutical medications in neurology and fighting infectious
diseases, including drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann
Pick Disease Type C (NPC), as well as proprietary powder formulation and an intranasal delivery device. For more information, please
visit www.oragenics.com.
Forward-Looking
Statements
This
communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, including with regard to the Company’s ability to regain compliance with the NYSE American’s
continued listing standards by October 18, 2025. These forward-looking statements are based on management’s beliefs and assumptions
and information currently available. The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “project” and similar expressions that do not relate solely to historical matters identify forward-looking
statements. Investors should be cautious in relying on forward-looking statements because they are subject to a variety of risks, uncertainties,
and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These
factors include, but are not limited to those described in our Form 10-K and other filings with the U.S. Securities and Exchange Commission.
All information set forth in this press release is as of the date hereof. You should consider these factors in evaluating the forward-looking
statements included in this press release and not place undue reliance on such statements. We do not assume any obligation to publicly
provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by law.
Oragenics,
Inc.
Janet
Huffman, Chief Financial Officer
813-286-7900
jhuffman@oragenics.com
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