Attached files
| file | filename |
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| EX-99.1 - ORAGENICS INC | v170690_ex99-1.htm |
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 30, 2009
(Date
of earliest event reported)
Oragenics,
Inc
(Exact
name of registrant as specified in its charter)
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FL
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001-38122
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59-3410522
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||
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
Number)
|
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13700
Progress Blvd
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32615
|
|
|
(Address
of principal executive offices)
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(Zip
Code)
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386-418-4018
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On
December 30, 2009, Oragenics, Inc. (the “Company”) entered into and consummated
a private placement of equity pursuant to a Common Stock Purchase Agreement (the
“Agreement”) with the Koski Family Limited Partnership, Carol E. Martin, Kelly
H. Leaird, Mark Bailey and Jeffrey Hillman, each an
accredited investor.
Pursuant
to the terms of the Agreement, the Company issued 10,016,250 shares of its
Common Stock at a price of $0.25 per share to the investors for $2,504,062.50,
the payment of which consisted of the following: $2,450,000 in cash at closing
and $54,062.50 pursuant to the cancellation of the same dollar amount of
outstanding deferred compensation obligation owed by the Company to Dr. Jeffrey
Hillman. Approximately half of the total investment, or $1,250,000,
was made by the Koski Family Limited Partnership (the "KFLP"). In
conjunction with, and as a condition to closing of the financing, the KFLP was
issued 4,000,000 shares of the Company's Common Stock at $0.25 per share, which
was the same price per share paid by the investors, in exchange for the
cancellation of its $1.0 million secured note. The loan originally
had been secured by substantially all of the Company's assets (excluding
receivables) and required interest payments at the rate of Prime plus 4.0% which
were payable quarterly.
Contemporaneously with the financing
transaction contemplated by the Agreement, the KFLP also elected to exercise
previously issued warrants (issued on June 30, 2009) to purchase 1,000,000
shares of Company Common Stock. The warrants were exercised through
the payment by the KFLP of the warrant exercise price of $0.10 per
share.
A copy of the January 5, 2010 press
release announcing the transaction is attached to this report as Exhibit 99.1
and is incorporated herein by reference.
ITEM
1.02 TERMINATION OF A
MATERIAL DEFINITIVE AGREEMENT
The information set forth in item 1.01
above relating to the issuance of shares to the KFLP in exchange for
cancellation of its $1.0 million secured note is incorporated herein by
reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES
The information set forth in Item 1.01
above relating to the Agreement and the exercise of warrants by the KFLP is
incorporated herein by reference. These transactions were consummated pursuant
to, and in reliance upon, an exemption from registration set forth under Section
4(2) of the Securities Act of 1933 as amended, as these transactions did not
involve public offerings.
ITEM
5.02 DEPARTURE OF
DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The information set forth in Item 1.01
relating to the issuance of shares of common stock to Dr. Jeffrey Hillman, our
director and Chief Scientific Officer, in full satisfaction of outstanding
deferred compensation due to Dr. Hillman, is incorporated herein by
reference.
ITEM
8.01 OTHER
INFORMATION
Additionally,
Christine L. Koski and Robert C. Koski, as Directors of the Company, each
exercised previously issued options to purchase 100,000 shares of the Company's
Common Stock at the option exercise price of $0.10 per share. These
options were automatically granted to both Christine and Robert Koski when they
became non-employee directors of the Company on June 30, 2009.
ITEM
9.01 FINANCIAL INFORMATION
AND EXHIBITS
(c)
Exhibits.
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Number
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Description
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99.1
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Press
Release dated January 5,
2010
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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 5th day of
January, 2010.
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ORAGENICS,
INC.
(Registrant)
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By:
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/s/ David B. Hirsch | |
| David B. Hirsch | |||
| President and Chief Executive Officer | |||