0001174940
false
0001174940
2023-08-08
2023-08-08
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: August 8, 2023
(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) |
| |
|
| ☐ |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
| (e) |
Compensatory
Arrangements of Certain Officers. |
Executive
Officer Equity Awards. On August 8 2023, the Compensation Committee and Board of Directors approved restricted stock awards to certain
of our executive officers under the Company’s 2021 Equity Incentive Plan, consisting of 25,000 shares to our Chief Executive Officer,
Ms. Kimberly Murphy, with 20,000 shares to vest immediately and 5,000 shares to vest within six (6) months from date of the award and
15,000 shares to our Chief Financial Officer, Ms. Janet Huffman, with 10,000 shares to vest immediately and 5,000 shares to vest within
six (6) months from date of the award. The restricted stock awards are subject to terms and conditions of the Company’s form of
restricted stock award agreement which includes, earlier vesting upon a change in control of the Company.
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 10th day of August, 2023.
| |
ORAGENICS, INC.
(Registrant) |
| |
|
|
| |
BY: |
/s/
Janet Huffman |
| |
|
Janet
Huffman, Chief Financial Officer |
Exhibit
10.1
FORM
OF
ORAGENICS,
INC.
RESTRICTED
STOCK AWARD GRANT NOTICE
Oragenics,
Inc. (the “Company”) has awarded to you (the “Participant”) the number of shares
specified and on the terms set forth below in consideration of your services (the “Award”). Your Award is subject
to all of the terms and conditions as set forth herein and in the Company’s 2021 Equity Incentive Plan (the “Plan”)
and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety.
Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan
or the Agreement.
| Participant: |
|
| Date
of Grant: |
|
| Number
of Shares: |
|
| Vesting Schedule: | | ______
Shares upon date of grant |
| | | ______
Shares upon ______, provided however that in the event of a Corporate Transaction, as defined
in the Plan, the vesting of any unvested Shares will be accelerated in full to a date prior
to the effective time of such Corporate Transaction (contingent upon the effectiveness of
the Corporate Transaction). |
| Issuance Schedule: | | Shares
of Common Stock subject to the restrictions or vesting schedule herein will be issued upon
the date of grant. |
Participant
Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you
understand and agree that:
●
The Award is governed by this Restricted Stock Award Grant Notice (the “Grant Notice”), and the provisions of the Plan and
the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement
(together, the “Award Agreement”) may not be modified, amended or revised except in a writing signed by you and a duly authorized
officer of the Company.
●
You have read and are familiar with the provisions of the Plan and the Award Agreement. In the event of any conflict between the provisions
in the Award Agreement and the terms of the Plan, the terms of the Plan shall control.
●
The Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes
all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards
previously granted to you, and (ii) any written employment agreement, offer letter, severance agreement, written severance plan or policy,
or other written agreement between the Company and you in each case that specifies the terms that should govern this Award.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the parties have executed and delivered this Award effective as of the day and year first above written.
| ORAGENICS,
INC. |
|
PARTICIPANT |
| |
|
|
|
|
| By:
|
|
|
By: |
|
| |
Signature |
|
|
Signature |
| |
|
|
|
|
| Title:
|
|
|
Date: |
|
| |
|
|
|
|
| Date:
|
|
|
|
|
ORAGENICS,
INC.
2021
EQUITY INCENTIVE PLAN
AWARD
AGREEMENT
As
reflected by your Restricted Stock Award Grant Notice (“Grant Notice”) Oragenics, Inc. (the “Company”)
has granted you an Award under its 2021 Equity Incentive Plan (the “Plan”) for the number of shares as indicated
in your Grant Notice (the “Award”). The terms of your Award as specified in this Award Agreement for your Award
(the “Agreement”) and the Grant Notice constitute your “Award Agreement”. Defined
terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the
Grant Notice or Plan, as applicable.
The
general terms applicable to your Award are as follows:
1. GOVERNING
PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, including but not limited to the provisions in:
| (a) | Section
7 of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation,
or Corporate Transaction on your Award; |
| | | |
| (b) | Section
10(e) of the Plan regarding the Company’s retained rights to terminate your Continuous
Service notwithstanding the grant of the Award; and |
| | | |
| (c) | Section
9(c) of the Plan regarding the tax consequences of your Award. |
Your
Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the Award Agreement and the provisions of the Plan, the provisions of the
Plan shall control.
2. GRANT
OF THE AWARD. This Award represents your right to be issued the number of shares of the Company’s Common Stock indicated in
the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your satisfaction of the vesting conditions set
forth therein. Any additional shares that become subject to the Award pursuant to Capitalization Adjustments as set forth in the Plan
and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions,
restrictions on transferability, and time and manner of delivery as applicable to the other shares covered by your Award.
3. DIVIDENDS.
You will receive no benefit or adjustment to this Award with respect to any cash dividend, stock dividend or other distribution except
as provided in the Plan with respect to a Capitalization Adjustment.
4. WITHHOLDING
OBLIGATIONS. To the extent required, and as further provided in Section 9 of the Plan, you hereby authorize withholding from payroll
and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state,
local and foreign tax withholding obligations, if any, which arise in connection with your Award (the “Withholding Taxes”)
in accordance with the withholding procedures established by the Company. Unless the Withholding Taxes are satisfied, the Company shall
have no obligation to deliver to you any Common Stock in respect of the Award. In the event the Withholding Obligation of the Company
arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of
the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless
from any failure by the Company to withhold the proper amount.
5.
DATE OF ISSUANCE.
| (a) | The
issuance of shares is intended to comply with Treasury Regulations Section 1.409A-1(b)(4)
and will be construed and administered in such a manner. Subject to the satisfaction of any
Withholding Obligation, the Company shall issue to you the Common Stock indicated in the
Award Notice (subject to any adjustment under Section 4 above, and subject to any different
provisions in the Grant Notice). Each issuance date determined by this paragraph is referred
to as an “Original Issuance Date.” |
| | | |
| (b) | If
the Original Issuance Date falls on a date that is not a business day, delivery shall instead
occur on the next following business day. In addition, if: |
| i. | the
Original Issuance Date does not occur (1) during an “open window period” applicable
to you, as determined by the Company in accordance with the Company’s then-effective
policy on trading in Company securities, or (2) on a date when you are otherwise permitted
to sell shares of Common Stock on an established stock exchange or stock market (including
but not limited to under a previously established written trading plan that meets the requirements
of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s
policies (a “10b5-1 Arrangement)), and |
| | | |
| ii. | either
(1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original
Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common
Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award,
and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer
(including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit
you to pay your Withholding Obligation in cash, |
| | | |
| iii. | then
the shares that would otherwise be issued to you on the Original Issuance Date will not
be delivered on such Original Issuance Date and will instead be delivered on the first business
day when you are not prohibited from selling shares of the Company’s Common Stock in
the open public market, but in no event later than December 31 of the calendar year in which
the Original Issuance Date occurs (that is, the last day of your taxable year in which the
Original Issuance Date occurs), or, if and only if permitted in a manner that complies
with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th
day of the third calendar month of the applicable year following the year in which the shares
of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture”
within the meaning of Treasury Regulations Section 1.409A-1(d). |
| (c) | To
the extent the Award is a Non-Exempt Award, the provisions of Section 11 of the Plan shall
apply. |
6. TRANSFERABILITY.
Except as otherwise provided in the Plan, your Award is not transferable, except by will or by the applicable laws of descent and
distribution.
7. CORPORATE
TRANSACTION. Your Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including,
without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect
to any escrow, indemnities and any contingent consideration.
8. NO
LIABILITY FOR TAXES. As a condition to accepting the Award, you hereby (a) agree to not make any claim against the Company, or any
of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the Award or other Company compensation and
(b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences
of the Award and have either done so or knowingly and voluntarily declined to do so.
9. SEVERABILITY.
If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this
Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give
effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
v3.23.2
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Oragenics (AMEX:OGEN)
Historical Stock Chart
From Nov 2023 to Dec 2023
Oragenics (AMEX:OGEN)
Historical Stock Chart
From Dec 2022 to Dec 2023
