Item
1.01 Entry Into a Material Definitive Agreement.
On
December 23, 2020, Oragenics, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain institutional
investors pursuant to which the Company agreed to issue in a registered direct offering an aggregate of 14,444,444 shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price per share of $0.45
for aggregate gross proceeds of approximately $6,500,000 (the “Offering”). The Securities Purchase Agreement includes
customary representations, warranties and covenants by the Company.
The
Company intends to use the net proceeds from the Offering to continue funding our pre-clinical development of our SARS-CoV-2 vaccine,
Terra CoV-2, and our lantibiotics program and for general corporate purposes, including research and development activities, capital
expenditures and working capital.
Pursuant
to a placement agent agreement (the “Placement Agent Agreement”), dated December 23, 2020, by and between the Company
and A.G.P./Alliance Global Partners (the “Placement Agent”), the Company engaged the Placement Agent to act as its
exclusive agent for the Offering. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash
fee equal to 6.0% of the gross proceeds received by the Company in the Offering, totaling approximately $390,000. The Company
has also agreed to pay the Placement Agent $70,000 for reimbursable expenses.
The
Company offered the shares in the Offering pursuant to a shelf registration statement on Form S-3 (File No. 333-235763) as initially
filed with the Securities and Exchange Commission (the “Commission”) on December 31, 2019 and declared effective by
the Commission on January 13, 2020 and a related prospectus, including the related prospectus supplement, filed with the Commission
(collectively the “Registration Statement”).
A
prospectus supplement relating to the shares of common stock offered pursuant to the Offering was filed with the Commission on
December 28, 2020 (the “Prospectus Supplement”).
Shumaker,
Loop & Kendrick, LLP, counsel to the Company, has issued a legal opinion with respect to the legality of the issuance and
sale of the shares in the Offering (the “Legal Opinion”). A copy of the Legal Opinion, and the consent included therein,
is attached to this Current Report on Form 8-K as Exhibit 5.1.
The
foregoing descriptions of the Placement Agent Agreement, the Securities Purchase Agreement and the Legal Opinion are qualified
by reference to the full text of such documents, which are attached to this report on Form 8-K as Exhibits 1.1, 10.1 and 5.1,
respectively, and are incorporated herein by reference in their entirety.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities,
nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.