Current Report Filing (8-k)
AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934.
of Report: December 19, 2022
of earliest event reported)
name of registrant as specified in its charter)
or other jurisdiction
Eisenhower Boulevard, Suite 125
of principal executive offices)
telephone number, including area code)
Name or Former Address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☐
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
December 19, 2022, Oragenics, Inc. (the “Company”) received a written notice (the “Notice”) from the NYSE American
LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued listing standard
set forth in Section 1003(f)(v) of the NYSE American Company Guide (“Section 1003(f)(v)”) because its shares of common stock
have been selling for a substantial period of time at a low price per share, which NYSE American determined to be a 30-trading-day average
price of less than $0.20 per share. The Notice has no immediate effect on the listing or trading of the Company’s common stock
and the common stock will continue to trade on the NYSE American under the symbol “OGEN.” Additionally, the Notice does not
result in the immediate delisting of the Company’s common stock from the NYSE American.
to Section 1003(f)(v), the NYSE American staff determined that the Company’s continued listing is predicated on it demonstrating
sustained price improvement within a reasonable period of time or effecting a reverse stock split of its common stock, which the staff
determined to be no later than June 19, 2023, and could be extended to the Company’s next annual meeting of shareholders to be
held in 2023. The Notice further stated that as a result of the foregoing, the Company has become subject to the procedures and requirements
of Section 1009 of the NYSE American Company Guide, which could, among other things, result in the initiation of delisting proceedings,
unless the Company cures the deficiency in a timely manner. The Company intends to regain compliance with the NYSE American’s continued
listing standards by undertaking a measure or measures that are for the best interests of the Company and its shareholders.
Company intends to monitor the price of its common stock and consider available options if its common stock does not trade at a consistent
level likely to result in the Company regaining compliance by June 19, 2023. The Company’s receipt of the Notice does not affect
the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. The Company is actively
engaged in discussions with the NYSE American and is developing plans to regain compliance with the NYSE American’s continued listing
standards within the cure period.
required under NYSE American rules, the Company issued a press release on December 20, 2022, announcing that it had received the Notice.
A copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
8.01 OTHER EVENTS.
information set forth in item 3.01 to this Current Report on Form 8-K is incorporated by reference to this Item 8.01.
light of the Letter, the Company is also supplementing the risk factors previously disclosed in Item 1A of its Annual Report on Form
10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 24, 2022, to add the following
new risk factor:
are subject to the continued listing requirements of the NYSE American. If we are unable to comply with such requirements, our common
stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock
and subject us to additional trading restrictions.
of our common stock are currently listed on the NYSE American. In order to maintain our listing, we must maintain certain share prices,
financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of
public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer if, in its opinion,
the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution
or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; if
the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the
NYSE American’s listing requirements; if an issuer’s common stock sells at what the NYSE American considers a “low
selling price” (generally trading below $0.20 per share for an extended period of time); or if any other event occurs or any condition
exists which makes continued listing on the NYSE American, in its opinion, inadvisable. On December 19, 2022, we received a deficiency
letter from the NYSE American indicating that we are not in compliance with Section 1003(f)(v) of the NYSE American Company Guide, because
shares of our common stock have been selling for a low price per share for a substantial period time. If we fail to regain compliance
with the NYSE American continued listing standards by June 19, 2023, the NYSE American will commence delisting proceedings.
the NYSE American delists our shares of common stock from trading on its exchange and we are not able to list our securities on another
national securities exchange, we expect our common stock would qualify to be quoted on an over-the-counter market. If this were to occur,
we could face significant material adverse consequences, including:
limited availability of market quotations for our securities;|
liquidity for our securities;|
determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere
to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;|
limited amount of news and analyst coverage; and|
decreased ability to issue additional securities or obtain additional financing in the future.|
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our shares of common stock are listed
on the NYSE American, our shares of common stock qualify as covered securities under such statute. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a
particular case. If we were no longer listed on the NYSE American, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities.
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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 20th day of December, 2022.
and Chief Executive Officer|
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