UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On January 23, 2024, Oragenics, Inc. (the “Company”), provided notice of its termination, effective January 30, 2024, of that certain At the Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) dated as of February 24, 2023 (the “Sales Agreement”). As previously reported, pursuant to the terms of the Sales Agreement, the Company could offer and sell shares of its common stock, par value $0.001 per share, having aggregate offering sales proceeds of up to $5,000,000 (the “Shares”), through Ladenburg (the “2023 ATM Offering Program”). The Company is not subject to any termination penalties related to the termination of the Sales Agreement.
The Company did not sell any Shares through the 2023 ATM Offering Program and therefore, did not receive any proceeds. Although the official termination of the Sales Agreement will take effect on January 30, 2024, the Company will not make any sales under the Sales Agreement.
ITEM 8.01. OTHER INFORMATION.
On January 23, 2024, the Company issued a press release to announce the termination of the Sales Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release Dated January 23, 2024. | |
| 104 | Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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 23rd day of January 2024.
|
ORAGENICS, INC. | |
| (Registrant) | ||
|
BY: |
/s/ Janet Huffman |
|
Janet
Huffman | |
| Chief Financial Officer | ||
Exhibit 99.1
Oragenics Announces Termination of At-The-Market Offering Program
January 23, 2024
TAMPA, Fla.—(BUSINESS WIRE) — Oragenics, Inc. (NYSE American: OGEN) (“Oragenics” or the “Company”) today announced it has terminated its previously announced “at-the-market” (“ATM”) equity offering program.
The Company has initiated the 5-day termination process of the ATM offering, with the termination to take effect on January 30, 2024. The Company will make no sales under the ATM offering during this period.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
About Oragenics
Oragenics, Inc. is a development-stage company focused on nasal delivery of pharmaceutical medications including in neurology and fighting infectious diseases including coronaviruses and multidrug-resistant organisms. It’s ONP-002 product candidate is a fully synthetic neurosteroid being developed to treat Mild Traumatic Brain Injury (mTBI). Its NT-CoV2-1 product candidate is 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. For more information, please visit www.oragenics.com.
About ONP-002
ONP-002 is a fully synthetic neurosteroid being developed to treat mTBI. In preclinical studies, the drug demonstrated equivalent or better neuroprotective effects compared with related neurosteroids. Animal models of concussion showed the drug reduces the behavioral pathology associated with brain injury symptoms such as memory impairment, anxiety and motor/sensory performance. Additionally, ONP-002 is lipophilic and can cross the blood-brain barrier to rapidly eliminate swelling, oxidative stress and inflammation while restoring proper blood flow.
Oragenics, Inc.
Janet Huffman, Chief Financial Officer
813-286-7900
jhuffman@oragenics.com
LHA Investor Relations
Tirth T. Patel
212-201-6614
tpatel@lhai.com
Source: Oragenics, Inc.
Released January 23, 2024
Cover |
Jan. 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 23, 2024 |
| Entity File Number | 001-32188 |
| Entity Registrant Name | Oragenics, Inc. |
| Entity Central Index Key | 0001174940 |
| Entity Tax Identification Number | 59-3410522 |
| Entity Incorporation, State or Country Code | FL |
| Entity Address, Address Line One | 4902 Eisenhower Boulevard |
| Entity Address, Address Line Two | Suite 125 |
| Entity Address, City or Town | Tampa |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33634 |
| City Area Code | 813 |
| Local Phone Number | 286-7900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | OGEN |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |