Oragenics, Inc. Discloses One-for-Sixty Reverse Stock Split
December 23 2022 - 04:05PM
Business Wire
Oragenics, Inc. (NYSE American: OGEN) (“Oragenics” or the
“Company”), a biotech company dedicated to fighting infectious
diseases including COVID-19, today announced that its Board of
Directors (the “Board”) on December 22, 2022 approved a 1-for-60
reverse stock split of the Company’s issued and outstanding shares
of common stock, par value $0.001 per share, accompanied by a
corresponding decrease in the Company’s authorized shares of common
stock (the “Reverse Stock Split”), such that, following the
consummation of the Reverse Stock Split, the number of authorized
shares of common stock will be reduced from 250,000,000 shares to
4,166,666 shares. As a result of the Reverse Stock Split, the
Company’s common stock is expected to begin trading on a
split-adjusted basis when the markets open on January 23, 2023.
As a result of the Reverse Stock Split, every 60 pre-split
shares of common stock outstanding will automatically combine into
one new share of common stock without any action on the part of
holders, and the number of issued and outstanding common shares
will be reduced from approximately 117.6 million shares to
approximately 1.9 million shares. Any fractional shares resulting
from the Reverse Stock Split will be rounded up to the nearest
whole share on a per shareholder basis. Proportionate adjustments
will be made to (i) shares of common stock issuable upon exercise
or conversion of all issued and outstanding options, warrants and
convertible securities of every kind, and (ii) shares outstanding
and authorized for issuance under the Company's 2021 Equity
Incentive Plan. The Reverse Stock Split will neither affect the par
value of the common stock nor will it affect the Company’s
authorized preferred stock, except to affect, where applicable, the
conversion rates of outstanding shares of preferred stock.
The Board approved the Reverse Stock Split unilaterally, and
without shareholder approval, pursuant to Section 607.10025 of the
Florida Business Corporation Act (the “FBCA”), to enable the
Company to expeditiously meet the continued listing standards of
the NYSE American, LLC (the “NYSE American”) and to reduce the risk
of the Company being automatically delisted from the NYSE American
due to the trading price of its common stock falling below the
price that the NYSE American views as low. The Company anticipates
that the effective time of the Reverse Stock Split will be after
the market closes on January 20, 2023 with the common stock trading
on a post-split basis when the market opens on January 23, 2023
under the existing trading symbol “OGEN” with a new CUSIIP number,
684023 500. The Reverse Stock Split will increase the market price
per share of the Company’s common stock which is expected to bring
the Company into compliance with the applicable listing
requirements of the NYSE American.
Commenting on the matter, President and CEO Ms. Kimberly Murphy
stated: “We believe that the resulting increase in share price from
the reverse split will facilitate compliance with our NYSE American
listing and improve the perception of our common stock and increase
the appeal of our stock to a broader range of investors.”
The Company’s transfer agent, Continental Stock Transfer &
Trust, will provide instructions to shareholders regarding the
process for exchanging shares. Continental Stock Transfer &
Trust can be reached by phone at (917) 262-2378 or mail at 1 State
Street, 30th Floor, New York, NY 10004-1561.
About Oragenics, Inc.
Oragenics, Inc. is a development-stage company dedicated to
fighting infectious diseases, including those caused by
coronaviruses and multidrug-resistant organisms. Its lead product
is NT-CoV2-1, an intranasal vaccine candidate to prevent COVID-19
and variants of the SARS-CoV-2 virus. The NT-CoV2-1 program
leverages coronavirus spike protein research licensed from the
National Institutes of Health (NIH) and the National Research
Council of Canada (NRC) with a focus on reducing viral transmission
and offering a more patient-friendly intranasal administration. Its
lantibiotics program features a novel class of antibiotics against
bacteria that have developed resistance to commercial antibiotics.
For more information about Oragenics, 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. 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, the following: the Company’s ability to advance the
development of its vaccine candidate and lantibiotics candidate
under the timelines and in accord with the milestones it projects;
the Company’s ability to obtain funding, non-dilutive or otherwise,
for the development of the vaccine and lantibiotic product
candidates, whether through its own cash on hand, or another
alternative source; the regulatory application process, research
and development stages, and future clinical data and analysis
relating to vaccines and lantibiotics, including any meetings,
decisions by regulatory authorities, such as the FDA and
investigational review boards, whether favorable or unfavorable;
the potential application of our vaccine candidate to variants and
other coronaviruses; the Company’s ability to obtain, maintain and
enforce necessary patent and other intellectual property
protection; the nature of competition and development relating to
COVID-19 immunization and therapeutic treatments and demand for
vaccines and antibiotics; the Company’s expectations as to the
outcome of preclinical studies, nasal administration, transmission,
manufacturing, storage and distribution; other potential adverse
impacts due to the global COVID-19 pandemic, such as delays in
regulatory review, interruptions to manufacturers and supply
chains, adverse impacts on healthcare systems and disruption of the
global economy; the ability to effect a reverse stock split and its
impact on our ability to regain and sustain compliance with our
listing requirements; and general economic and market conditions
and risks, as well as other uncertainties described in our 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221223005227/en/
Oragenics, Inc. Kimberly Murphy, Chief Executive Officer
Tel: 813-286-7900 kmurphy@oragenics.com or LHA Investor
Relations Tirth T. Patel Tel: 212-201-6614 tpatel@lhai.com
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