Current Report Filing (8-k)
December 19 2022 - 04:52PM
Edgar (US Regulatory)
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2022-12-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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:
December 16, 2022
(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)
|
|
4902 Eisenhower Boulevard,
Suite 125
Tampa,
FL
|
|
33634 |
|
(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) |
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|
☐ |
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
1.02. TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT.
On
December 19, 2022, Oragenics, Inc. (the “Company”) sent written
notice of termination to A.G.P./Alliance Global Partners (“AGP”),
pursuant to the terms of the Company’s Sales Agreement with AGP in
connection with the Company’s At-the-Market Sales Program (the “ATM
Program”). The termination will take effect on December 29, 2022.
As a result of the termination, the Company will not consummate any
further sale of its common stock through the ATM Program. Prior to
the date of termination, during the fourth quarter the Company sold
357,438 shares of its common stock at an average price of $0.2024
per share. The Company is not subject to any termination penalties
related to the termination of the Sales Agreement.
A
copy of the Sales Agreement was filed as Exhibit 1.1 to the
Company’s Form 8-K filed with the Securities and Exchange
Commission on February 1, 2021.
Item
8.01. OTHER EVENTS.
On
December 19, 2022, Oragenics, Inc. (the “Company”) issued a press
release announcing that Mr. Charles Pope was elected as the new
Chairman of the Board of Directors as Dr. Frederick W. Telling
stepped down as Chairman but will be continuing on as an
independent director.
A
copy of the press release announcing these events is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
Item
9.01 FINANCIAL STATEMENTS AND 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 19th day
of December, 2022.
|
|
ORAGENICS,
INC. (Registrant) |
|
|
|
|
|
|
BY: |
/s/
Kimberly Murphy |
|
|
|
Kimberly
Murphy |
|
|
|
President
and Chief Executive Officer |
Oragenics (AMEX:OGEN)
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