Oragenics, Inc. (NYSEMKT:OGEN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On May10, 2017, Oragenics, Inc. (the Company) entered into a
securities purchase agreement with three accredited investors, to
purchase up to $3.0million of Series A Convertible Preferred
Stock (the Preferred Stock Financing). Concurrently with the
Preferred Stock Financing, the Company also entered into a Note
Purchase Agreement with Intrexon Corporation (Intrexon) to which
the Company issued a $2.4million unsecured non-convertible
promissory note to Intrexon (the Intrexon Note) and amended the
first milestone in its oral mucositis Exclusive Channel
Collaboration Agreement (ECC) with Intrexon (collectively with
the Preferred Stock Financing the Transactions). The Securities
Purchase Agreement and the Note Purchase Agreement include
customary representations, warranties and covenants. A copy of
the Securities Purchase Agreement, Note Purchase Agreement and
Intrexon Note are attached hereto as Exhibit 10.1, Exhibit 10.3
and Exhibit 4.2 respectively and are incorporated by reference
herein.
The Preferred Stock Private Placement
The sale of the Preferred Stock will take place in two separate
closings and at the first closing which occurred on May10, 2017,
the Company received gross proceeds of approximately
$1.302million. Upon the successful completion of the second
closing the Company would receive $1.698million, the balance of
the Preferred Stock Financing. The full $3.0million of Preferred
Stock will be convertible into twelve million shares of the
Companys Common Stock, based on a fixed conversion price of $0.25
per share on an as-converted basis. In addition, the Company
issued warrants to purchase an aggregate of 4,621,037 shares of
Common Stock at the first closing and will be obligated to issue
additional warrants to purchase an aggregate of 6,024,124 shares
of Common Stock at the second closing.The Warrants have a term of
seven years from the date of issuance are non-exercisable until 6
months after issuance, and have an exercise price of $0.31 per
share. A copy of the form of Common Stock Purchase Warrant is
attached hereto as Exhibit 10.3 and is incorporated by reference
herein.
The second closing is contingent upon the Company receiving
shareholder approval required by the NYSE MKT listing rules. The
Company has entered into voting agreements with the Koski Family
Limited Partnership and Intrexon Corporation, holders of a
majority of our common stock, to which they have agreed to vote
all of their shares of common stock for approval. Proceeds from
the Preferred Stock Financing (including the exercise of any
warrants for cash) will be used for general corporate purposes,
including working capital.
In connection with the issuance and sale of the Preferred Stock
and Warrants, the Company granted certain demand registration
rights and piggyback registration rights with respect to the
shares of Common Stock issuable upon conversion of the Preferred
Stock and exercise of the Warrants, to a Registration Rights
Agreement.
A copy of the forms of Voting Agreement and Registration Rights
Agreement are attached hereto as Exhibits 9.1 and 4.1,
respectively and are incorporated by reference herein.
The Intrexon Debt Financing and ECC Amendment
The Intrexon Note matures in two (2)years and has a simple
interest rate of 12% per annum. Proceeds from the Intrexon Note
will be used to fund the Companys AG013 research and clinical
trials. In addition to, and as part of the Intrexon Note, the
Company and Intrexon agreed to amend the first milestone payment
on the ECC from a $2.0million payment upon first dosing of a
patient to a $3.0million payment upon the earlier of (a)dosing of
the last patient, in a phase II clinical trial, and (b)the twenty
four (24)month anniversary of the dosing of the first patient in
the phase II clinical trial.
Simultaneously with the amendment to the ECC a similar amendment
was put in place with respect to the Companys Stock Issuance
Agreement with Intrexon reflecting the milestone amendment. A
copy of the ECC Amendment and Stock Issuance Agreement Amendment
are attached hereto as Exhibit 10.4 and 10.5, respectively and
are incorporated by reference herein.
The foregoing descriptions of the material terms of the
Transactions set forth above is qualified in its entirety by
reference to the documents attached hereto as Exhibits 3.1, 4.1,
4.2, 4.3, 9.1, 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current
Report onForm8-Kand is incorporated by reference herein.
| Item1.02 | Amendment to Material Agreement. |
The information in 1.01 of the current report with respect to the
Intrexon ECC Amendment and Stock Issuance Agreement Amendment are
incorporated herein by reference.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on
Form 8-K with respect to the Intrexon Note is incorporated herein
by reference.
| Item3.02 | Unregistered Sales of Equity Securities |
to the Transactions described in Item 1.01 of this Current Report
on Form 8-K, which description is incorporated into this Item
3.02 by reference, on May10, 2017, the Company offered and sold
the securities to accredited investors as such term is defined in
the Securities Act and in reliance on the exemption from
registration afforded by Section4(2) and Regulation D (Rule 506)
under the Securities Act of 1933, as amended (the Securities
Act) and corresponding provisions of state securities laws.
The Preferred Stock, the Note, the Warrants and the Common Stock
issuable upon the conversion of the Preferred Stock and the
exercise of the Warrants have not been registered under the
Securities Act and may not be offered or sold in the United
States absent registration with the SEC or an applicable
exemption from such registration requirements.
| Item3.03. |
Material Modification to Rights of Security Holders. |
See Item5.03 herein for a discussion of the terms of the
Preferred Stock.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Company filed a Certificate of Designations of Preferences,
Rights and Limitations of Series A Preferred Stock with the
Secretary of State of the State of Florida, to be effective
May10, 2017. The number of shares of Preferred Stock designated
as Series A Preferred Stock is 12,000,000.
Voting Rights.
Except as otherwise provided herein or as otherwise required by
law, the Series A Preferred Stock shall have no voting rights.
However, as long as any shares of Series A Preferred Stock are
outstanding, the Company shall not, without the affirmative vote
of the holders of a majority of the then outstanding shares of
the Series A Preferred Stock, (a)alter or change adversely the
powers, preferences or rights given to the Series A Preferred
Stock or alter or amend the Certificate of Designation, (b)amend
its articles of incorporation or other charter documents in any
manner that adversely affects any rights of the holders of Series
A Preferred Stock, (c)increase the number of authorized shares of
Series A Preferred Stock, or (d)enter into any agreement with
respect to any of the foregoing.
Liquidation.
Upon any liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary that is not a Fundamental
Transaction (as defined in the Certificate of Designation), the
holders of Series A Preferred Stock shall be entitled to receive
out of the assets, the greater of (i)the product of the number of
shares of Series A Preferred Stock then held by such holder,
multiplied by the Original Issue Price; and (ii)the amount that
would be payable to such holder in the Liquidation in respect of
Common Stock issuable upon conversion of such shares of Series A
Preferred Stock if all outstanding shares of Series A Preferred
Stock were converted into Common Stock immediately prior to the
Liquidation.
Conversion Price.
The conversion price for the Preferred Stock shall equal $0.25,
subject to certain terms as described therein.
The foregoing description of the Preferred Stock is not complete
and is qualified in its entirety by reference to the full text of
the Certificate of Designations of Preferences, Rights and
Limitations of SeriesA Preferred Stock, which is filed herewith
as Exhibit3.1 to this Current Report onForm8-Kand is incorporated
by reference herein.
| Item8.01 | Other Events |
On May10, 2017, the Company issued the press release attached
hereto as Exhibit 99.1 regarding the Transactions described
herein.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
ExhibitNo. |
Description |
|
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock |
|
| 4.1 | Form of Common Stock Purchase Warrant | |
| 4.2 | Promissory Note. | |
| 9.1 | Form of Voting Agreement. | |
| 10.1 | Securities Purchase Agreement dated May10, 2017. | |
| 10.2 | Form of Registration Rights Agreement. | |
| 10.3 | Note Purchase Agreement dated May10, 2017. | |
| 10.4 | ECC Amendment. | |
| 10.5 | Stock Issuance Agreement Amendment | |
| 99.1 | Press Release dated May11, 2017. |
About Oragenics, Inc. (NYSEMKT:OGEN)
Oragenics, Inc. develops, markets and sells probiotics specifically designed to enhance oral health for humans and pets, under the brand names Evora and ProBiora. The Company is focused on offering antibiotics against infectious disease and on developing treatments for oral mucositis. It is engaged in developing its antibiotic product candidate, MU1140, as well as other homolog antibiotic product candidates; researching AG013 in connection with the treatment of Oral Mucositis; commercializing its ProBiora3 probiotic products, and has other product candidates for out licensing or partnering. MU1140 is an antibiotic that is produced by the parent of the SMaRT strain. ProBiora3 is a blend of three naturally occurring strains of beneficial bacteria, including Streptococcus oralis KJ3, Streptococcus uberis KJ2 and Streptococcus rattus JH145. LPT3-04 is a compound, which is consumed in the human diet in small amounts and results in dose-dependent weight loss in experimental animal models. Oragenics, Inc. (NYSEMKT:OGEN) Recent Trading Information
Oragenics, Inc. (NYSEMKT:OGEN) closed its last trading session 00.000 at 0.400 with 35,920 shares trading hands.