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: November 27, 2013

(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)

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:

 

¨ 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))

 

 

 


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.

Long Term Performance Based Incentive Program (LTIP) Awards. On November 27, 2013, the Compensation Committee also determined that one of the performance goals established in the Company’s Long Term Incentive Programs (“LTIP”) as part of executive compensation had been achieved. The performance goal met was the goal related to the Capital raise by the Company of $12,000,000 or more in a single year. On October 1, 2013 the Company announced the sale of 1,300,000 million shares of Oragenics’ common stock in a private placement at a price per share of $3.00 for an aggregate purchase price of $3,900,000. On November 20, 2013 the Company announced the sale of 4,400,000 shares of Oragenics’ common stock in an underwritten public offering at a public offering price of $2.50 per share for aggregate gross proceeds of $11,000,000.

As a result of the Compensation Committee’s determination, and pursuant to the LTIP, Dr. John Bonfiglio, the Company’s Chief Executive Officer, Michel Sullivan, the Company’s Chief Financial Officer, and Dr. Martin Handfield, the Company’s Vice President of Research and Development, were entitled to the awards of Company common stock under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) set forth in the table below.

 

Executive Officer Name and Position

   Approved
Award
Percentage
    Total Number of
Shares of
Common
Stock Awarded
     Number of
Shares of
Common Stock
retained for
Tax payments
     Number of Shares
of Common Stock
Issued
 

John Bonfiglio, CEO

     .50 %     174,533         60,000         114,533   

Michael Sullivan, CFO

     .22 %     76,795         26,795         50,000   

Martin Handfield, VP R&D

     .17 %     59,341         26,841         32,500   

Also on November 27, 2013 the Board met and determined that a similar performance goal under the previously established Long Term Incentive Program for the compensation of non-employee directors had been met. As a result, the Board approved the award under the 2012 Plan of 0.11% of the Company’s outstanding common stock, or 38,397 shares of common stock under the Plan, to each of the Company’s non-employee directors, Frederick Telling, Charles Pope, Alan Dunton, Christine Koski and Robert Koski.

The closing price of the Company’s stock on November 27, 2013, was $3.00 per share and the Company had 34,906,685 shares of common stock outstanding prior to such awards.


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 2nd day of December, 2013.

 

ORAGENICS, INC.

(Registrant)

BY:  

/s/ Michael Sullivan

  Michael Sullivan
  Chief Financial Officer