As
filed with the Securities and Exchange Commission on January 13, 2023
Registration
No. 333-[ ]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ORAGENICS,
INC.
(Exact
name of registrant as specified in its charter)
Florida |
|
59-3410522 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
4902
Eisenhower Boulevard, Suite 125
Tampa,
Florida 33634
(813)
286-7900
(Address,
including zip code, and telephone number, including area code, of principal executive offices)
Kimberly
M. Murphy
Chief
Executive Officer and President
Oragenics,
Inc.
4902
Eisenhower Boulevard, Suite 125
Tampa,
Florida 33634
(813)
286-7900
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Mark
A. Catchur, Esq.
Shumaker,
Loop & Kendrick, LLP
101
East Kennedy Boulevard
Suite
2800
Tampa,
Florida 33602
Telephone:
(813) 229-7600
Facsimile:
(813) 229-1660
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
|
|
|
|
Emerging
growth company |
☐ |
If
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective
in accordance with Section 8(A) of the Securities Act of 1933, or until this registration statement shall become effective on such date
as the Commission, acting pursuant to section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated January 13, 2023
PROSPECTUS
$40,000,000
Common
Stock
Warrants
Units
From
time to time, we may offer, issue and sell up to $40,000,000 of any combination of the securities described in this prospectus. We may
also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder,
including any applicable antidilution provisions.
This
prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide the
specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free
writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing
prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable
prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any
of the securities being offered.
This
prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement.
The
securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus and in the applicable prospectus supplement. If any agents or underwriters are involved in
the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any
applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public
of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Our
common stock is listed on the NYSE American under the symbol “OGEN.” The last reported sale price of our common stock on
January 12, 2023 was $7.63 per share. The applicable prospectus supplement will contain information, where applicable, as to any
other listing, if any, on the NYSE American or any securities market or other exchange of the securities covered by the applicable prospectus
supplement.
As
of January 12, 2023, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately
$14,662,868, which was calculated based on 1,921,739 shares of our outstanding common stock held by non-affiliates and
on a price of $7.63 per share, the last reported sale price for our common stock on January 12, 2023. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding one-third
of our public float in any 12-month period unless our public float subsequently rises to $75.0 million or more.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “Risk Factors” beginning on page 8 of this prospectus, or contained in the applicable prospectus
supplement and any related free writing prospectus we have authorized for use in connection with a specific offering, and under
similar headings in the other documents that are incorporated by reference into this prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is , 2023.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing
a “shelf” registration process. Under this shelf registration statement, we may, from time to time, sell any combination
of the securities referred to herein in one or more offerings for total gross proceeds of up to $40,000,000. This prospectus provides
you with a general description of the securities we may offer.
Until
such time, if ever, as we are eligible to use General Instruction I.B.1. of Form S-3, pursuant to General Instruction I.B.6. of Form
S-3, we are permitted to use the registration statement of which this prospectus forms a part to sell, via a primary offering, a maximum
amount of securities equal to one-third of the aggregate market value of our outstanding voting and non-voting common equity held by
non-affiliates of our company in any twelve month period.
Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific
information about the terms of the offered securities. We also may authorize one or more free writing prospectuses to be provided to
you that may contain material information relating to these offerings. This prospectus, together with applicable prospectus supplements
and any related free writing prospectuses, includes all material information relating to these offerings. We also may add, update or
change, in the prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you, any of the
information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you
to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information
incorporated herein by reference as described under the section entitled “Where You Can Find Additional Information” and
“Incorporation of Certain Information by Reference” in this prospectus, before investing in any of the securities offered.
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You
should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized any other person
to provide you with different or additional information. No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus, any
applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement
to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You
should not assume that the information appearing in this prospectus, any applicable prospectus supplement or any related free writing
prospectus is accurate on any date subsequent to the date on the front of the document and that any information we have incorporated
by reference is accurate as of the date of the document incorporated by reference, but not on any date subsequent to the date of the
document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any
related free writing prospectus or any sale of a security. Our business, financial condition, results of operations and prospectus may
have changed since those dates.
This
prospectus contains and incorporates by reference market data, industry statistics and other data that have been obtained from, or compiled
from, information made available by third parties. We have not independently verified their data. This prospectus and the information
incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service
marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related
free writing prospectus are the property of their respective owners.
This
prospectus and the information incorporated herein by reference contains summaries of certain provisions contained in some of the documents
described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their
entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated
by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents
as described below under the section entitled “Where You Can Find Additional Information” and “Incorporation of Certain
Information by Reference.”
PROSPECTUS
SUMMARY
The
items in the following summary are described in more detail elsewhere in this prospectus and in the documents incorporated by reference
herein. This summary provides an overview of selected information and does not contain all the information you should consider before
investing in our common stock. Therefore, you should read the entire prospectus and any free writing prospectus that we have authorized
for use in connection with this offering carefully, including the “Risk Factors,” and information under similar headings
in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated
by reference into this prospectus, including our financial statements and related notes, and the exhibits to the registration statement
of which this prospectus is a part, before making any investment decision.
Unless
otherwise mentioned or unless the context requires otherwise, all references in this prospectus to “Oragenics” the “Company,”
“we,” “our” and “us” or similar references mean Oragenics, Inc. When we refer to “you,”
we mean the holders of the applicable securities. We own various U.S. federal trademark applications and unregistered trademarks, including
our company name. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely
for convenience, the trademarks and trade names in this prospectus are referred to without the symbols ® and ™, but such references
should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their
rights thereto.
Overview
We
are a development-stage company dedicated to fighting infectious diseases including coronaviruses and multidrug-resistant organisms.
Our lead product (NT-CoV2-1) is an intranasal vaccine candidate to prevent coronavirus disease (“COVID-19”) from the SARS-CoV-2
virus and variants thereof. The NT-CoV2-1 program leverages coronavirus spike protein research licensed from the National Institutes
of Health and the National Research Council of Canada with a focus on reducing viral transmission and offering a more patient-friendly
intranasal administration. Our lantibiotics program features a novel class of antibiotics against bacteria that have developed resistance
to commercial antibiotics.
Our
SARS-CoV-2 Vaccine Product Candidate - NT-CoV2-1
Following
our May 2020 acquisition of one hundred percent (100%) of the total issued and outstanding common stock of Noachis Terra, Inc. (“Noachis
Terra”) we are focused on the development and commercialization of a vaccine product candidate to provide long-lasting immunity
from SARS-CoV-2, which causes COVID-19. Noachis Terra is a party to a worldwide, nonexclusive intellectual property and biological materials
license agreement with the National Institute of Allergy and Infectious Diseases (“NIAID”), an institute within the National
Institutes of Health (“NIH”), relating to certain research, patent applications and biological materials involving pre-fusion
stabilized coronavirus spike proteins and their use in the development and commercialization of a vaccine to provide specific, long lasting
immunity from SARS-CoV-2. Since the acquisition we have conducted testing in animal models, including SARS-CoV-2 challenge studies in
hamsters, using specific formulations for intramuscular administration (our Terra CoV-2 vaccine candidate) and intranasal administration
(our NT-CoV2-1 vaccine candidate), both based on the NIAID pre-fusion stabilized spike protein antigens. Following consideration of a
number of factors, including but not limited to the competitive landscape, we determined to bring the intranasal vaccine candidate NT-CoV2-1,
into further development due to the greater differentiation versus current COVID-19 vaccines and the potential benefits of intranasal
over intramuscular administration. We believe these benefits could include a higher reduction of transmission of SARS-CoV-2 and would
offer a needle-free delivery option. We therefore are currently focusing our development efforts on our more highly differentiated NT-CoV2-1
vaccine candidate.
On
July 26, 2021, we entered into a licensing agreement with the National Research Council (“NRC”) that enables us to pursue
the development of next-generation vaccines against the SARS-CoV-2 virus and its variants. The license was subsequently amended to: include
the Omicron variant, broaden the non-exclusive field of use to include all diseases caused by coronaviruses, and any genetic variants
thereof, to add a research protocol developed by the NRC, and to add reagents as part of the NRC Technology licensed by us. The NRC technologies,
in combination with the licensed technologies from the U.S. NIH used in our NT-CoV2-1 vaccine candidate, provide us with a platform that
can generate cell lines for high-yield production of spike protein antigens for existing and emerging variants of concern. This platform
should allow production of cell lines within six to eight weeks of spike gene sequence availability, compared with six to nine months
for traditional production of such cell lines. The NRC technologies, developed with support from the NRC’s Pandemic Response Challenge
Program, are expected to enable expedited evaluation of SARS-CoV-2 antigen candidates in pre-clinical and clinical studies.
Coronaviruses
are a family of viruses that can lead to upper-respiratory infections in humans. Recent clinical reports also suggest that the SARS-CoV-2
virus can affect other body-systems, including the nervous, cardiovascular, gastrointestinal and renal systems. Among the recent iterations
of coronaviruses to move from animal to human carriers is SARS-CoV-2, which, beginning in Wuhan, China, in late 2019, caused a global
pandemic due to its rapid spread and the relatively high mortality rate (as compared to the seasonal influenza). Pfizer/BioNTech received
FDA approval for their COVID-19 vaccines in August of 2021 and the Moderna vaccine in January 2022. The Janssen vaccine is currently
available in the United States under Emergency Use Authorizations (“EUA”) by the FDA. In July 2022, the FDA granted EUA for
the Novavax COVID-19 vaccine as well. Current vaccines have reduced the rates of hospitalization and death due to COVID-19 in vaccinated
individuals, but the transmission levels even in vaccinated individuals has allowed SARS-CoV-2 variants to continue to circulate. We
believe given the size of the worldwide spread of COVID-19 that even with additional vaccines available, there will be demand for the
highly differentiated NT-CoV2-1 vaccine, once development is successfully completed. We intend to combine the research, patent applications
and biological materials covered by our NIAID license and with our NRC license and our existing clinical research and manufacturing capabilities
to respond to this ongoing, global, public health issue. We believe our NT-CoV2-1 vaccine holds the possibility of playing an important
role in addressing this issue.
Coronaviruses,
such as SARS-CoV-2, possess signature protein spikes on their outer capsule. Our NIAID license covers patents and data on a vaccine candidate
that were created based on a stabilized pre-fusion spike trimeric protein. By stabilizing the spike protein in the pre-fusion state,
the number of immunogenic centers is increased thereby allowing for a greater likelihood of successful antibody binding, resulting in
an improved immunogenic response. Spike protein antigens stabilized in the pre-fusion state have been used successfully in the leading
COVID-19 vaccines from Pfizer/BioNTech and Moderna, which we believe reduces the risk of using the same approach in our NT-CoV2-1 vaccine
candidate. The genetic code, acquired from the NIH, for the stabilized pre-fusion spike protein was provided to Aragen Bioscience, Inc.
(“Aragen”) for the purpose of insertion of the spike protein gene sequence into a Chinese Hamster Ovary (“CHO”)
cell line. Aragen is a leading contract research organization focused on accelerating pre-clinical biologics product development, has
extensive experience building CHO cell lines for recombinant proteins, such as monoclonal antibodies. Aragen successfully inserted the
NIH pre-fusion spike protein gene sequence into a CHO cell line and Oragenics is currently producing Phase 1 clinical material based
upon this cell line.
We
entered into both a material transfer agreement and a non-exclusive research license agreement with Inspirevax for the use of intranasal
mucosal adjuvants in our NT-CoV2-1 vaccine candidates. Regarding the intranasal mucosal adjuvants of interest, BDX300 and BDX301 are
proteosome-based adjuvants comprised of proteins and lipopolysaccharides with improved attributes including enhanced immune response,
manufacturing efficiency and the benefits of intranasal vaccine administration. The non-exclusive license agreement allows for the collaboration
and research regarding the intranasal delivery of vaccine during clinical development with the opportunity to enter into a commercial
agreement upon regulatory approval of the intranasal vaccine. The NT-CoV2-1 vaccine containing Inspirevax’s intranasal mucosal
adjuvant BDX301 has been studied in pre-clinical animal studies, including hamster viral challenge studies and mouse immunogenicity studies.
A rabbit toxicology study has been initiated and is required for regulatory approval prior to the Phase 1 clinical study.
A
Non-Exclusive Research License Agreement with Inspirevax was executed in February 2022. This agreement granted the Company non-exclusive
rights to conduct non-clinical and clinical research and trials in relation to vaccines comprising the BDX300 or BDX301 adjuvants to
prevent or treat diseases caused by coronaviruses and genetic variants thereof.
We
began pre-clinical studies in June of 2021 through our collaboration and material transfer agreement with the NRC. We initiated an immunogenicity
study in mice to evaluate several adjuvant candidates. On August 30, 2021, we announced the successful completion of these mouse immunogenicity
studies that supported further development using either the intramuscular or intranasal routes of administration. A hamster challenge
study was initiated in September of 2021 to assess inhibition of viral replication using adjuvants specific for intramuscular and intranasal
administration. In December of 2021, we announced that both formulations generated robust immune responses and reduced the SARS-CoV-2
viral loads to undetectable levels in the nasal passages and lungs five days following a viral challenge. By contrast, hamsters in the
control groups that had received saline or adjuvants alone had no detectable immune response and substantial viral loads. The vaccines
delivered by intranasal and intramuscular routes generated immune responses as measured by multiple assays. On June 14, 2022, we announced
that the results of these studies were published in Nature Scientific Reports.
In
March of 2022, following a positive assessment of a rabbit-based pilot study, we initiated a Good Laboratory Practice toxicology study
to evaluate the safety profile and immunogenicity of NT-CoV2-1 in rabbits. This important preclinical study is designed to provide data
required to advance our intranasal vaccine candidate into human clinical studies. The study has concluded and we completed the full set
of toxicology data, which is needed to support the filing of an IND application for NT-CoV2-1. Based on the findings of the final toxicology
report, including a full histopathology evaluation, we were able to confirm a safety and immunogenicity profile that further support
our plan to submit regulatory filings required to progress to a Phase 1 clinical study.
While
we previously had a Type B Pre-IND Meeting with the FDA on our intramuscular vaccine product candidate, we again met with the FDA in
a Type B Pre-IND Meeting request to discuss our intranasal vaccine product candidate. As a result of this meeting, the FDA indicated
that the Company could file an IND application for NT-CoV2-1 following the availability of the final GLP toxicology report for inclusion
in the IND.
We
believe the benefits of our NT-CoV2-1 vaccine product candidate through its intranasal delivery mechanism to be:
● | Targeted
Mucosal Immunity – Conventional injectable vaccines are poor inducers of mucosal
immunity, whereas intranasal immunization can induce strong mucosal immunity by enhancing
the immune response at the entry sites of mucosal pathogens. When the SARS-CoV-2 virus enters
the nasal cavity, the respiratory epithelial layer is the first barrier against viral infection.
The intranasal route of vaccination provides two additional layers of protection over intramuscular
shots because (i) it produces immunoglobulin A and resident memory B and T cells in the respiratory
mucosa that are an effective barrier to infection at those sites, and (ii) cross-reactive
resident memory B and T cells can respond earlier than other immune cells should a viral
variant start an infection. |
● | Needle-Free
Administration – As an obvious benefit, intranasal administration means needle-free
delivery, resulting in meaningful differentiation for children and needle-phobic populations,
improved compliance and the potential for self-administration. |
● | Storage
& Transport – The currently available mRNA-based vaccines have been delivered
globally via stringent storage and transport requirements that strain distribution logistics
under the best of circumstances. A key benefit of our NT-CoV2-1 vaccine candidate is a significantly
reduced handling burden, allowing transport at a more manageable refrigeration temperature
(5°C) that improves access globally including remote and under-vaccinated geographies. |
● | Durability
– Broad initial success with mRNA vaccines has significantly diminished COVID-19’s
impact and death, but the trade-off has been fleeting efficacy. By benefitting from the immunological
properties of the hybrid NIH/NRC construct, NT-CoV2-1 is potentially much more durable and
long-lasting than currently available mRNA-based therapies. |
Through
assessment of a variety of factors including our pre-clinical testing to date, the expected benefits noted above, evolving variants and
available vaccines in use, we determined to focus our development efforts on the intranasal delivery of our vaccine product candidate,
NT-CoV2-1, which we believe is more highly differentiated than the currently available and late-stage COVID-19 vaccines. We expect to
seek to file an IND application with the FDA and to thereafter commence a Phase 1 clinical study with NT-CoV2-1, the protocol for which
is currently under development.
We
expect to use our currently available cash resources to continue to advance the development of NT-CoV2-1 through IND-enabling studies
and commencement of a Phase 1 clinical trial with further clinical development being contingent upon the receipt of additional funding,
including non-dilutive government grant funding which we continue to pursue, or partnering or out-licensing opportunities.
Our
Antibiotic Product Candidate - Oragenics Derived Compound (ODC-x)
Members
of our scientific team discovered that a certain bacterial strain of Streptococcus mutans, produces Mutacin 1140 (MU1140), a molecule
belonging to the novel class of antibiotics known as lantibiotics. Lantibiotics, such as MU1140, are highly modified peptide antibiotics
made by a small group of Gram-positive bacterial species. Over 60 lantibiotics have been discovered, to date. We believe lantibiotics
are generally recognized by the scientific community to be potent antibiotic agents.
In
nonclinical testing, MU1140 has shown activity against all Gram-positive bacteria against which it has been tested, including those responsible
for a number of healthcare associated infections, or HAIs. A high percentage of hospital-acquired infections are caused by highly antibiotic-resistant
bacteria such as methicillin-resistant Staphylococcus aureus (MRSA) or multidrug-resistant Gram-negative bacteria. We believe the need
for novel antibiotics is increasing as a result of the growing resistance of target pathogens to existing FDA approved antibiotics on
the market.
Lantibiotics
have been difficult to investigate for their clinical usefulness as therapeutic agents in the treatment of infectious diseases due to
a general inability to produce or synthesize sufficient quantities of pure amounts of these molecules. Traditional fermentation methods
can only produce minute amounts of the lantibiotic.
The
timing of the filing of an IND regarding any future lantibiotic candidate is subject to our having sufficient available human, material
and financing capital, which includes research subjects, both animal and human, given all of our anticipated needs and expected requirements
in connection with our ongoing research and development initiatives. We expect to continue to advance our lantibiotics program to an
IND filing based on the availability of both human and financial capital. Based upon the current funding we expect to continue to focus
on the identification of new potential product lantibiotic candidates, efficient and cost-effective improvements in the manufacturing
processes and pre-clinical studies required to support a first in human Phase 1 clinical study.
In
October 2021, we were awarded a small business innovation research grant in the amount of $250,000 (“Computer-aided Design for
Improved Lantibiotics”, R41GM136034) for the Company’s continued research and development of lantibiotics, including its
collaborative program with the Biomolecular Sciences Institute at Florida International University (FIU). The grant provides the Company
with funding to develop novel lantibiotics for the treatment of ESKAPE pathogens (defined as Enterococcus faecium, Staphylococcus
aureus, Klebsiella pneumoniae, Acinetobacter baumannii, Pseudomonas aeruginosa, and Enterobacter spp.).
Product
Candidates.
Through
our wholly-owned subsidiary, Noachis Terra, we began the research and development stage for our new Terra CoV-2 and NT-CoV2-1 vaccine
product candidates. We hold a nonexclusive, worldwide intellectual property license agreement for certain research, patent applications
and biological materials relating to the use of pre-fusion coronavirus spike proteins for the development and commercialization of a
vaccine against SARS-CoV-2. We also hold a non-exclusive license with the NRC that enables us to pursue the rapid development of next-generation
vaccines against the SARS-CoV-2 (the “NIH License”) virus and its variants (the “NRC License” and together with
the NIH License the “License Agreements”).
Additionally,
we are developing semi-synthetic lantibiotic analogs that may be effective against systemic Gram-positive multidrug infections, and analogs
that may be effective in treating Gram-negative infections. We seek to protect our product candidates through patents and patent applications
pursuant to the terms of our License Agreements.
Product/Candidate |
|
Description |
|
Application |
|
Status |
|
|
|
|
|
|
|
NT-CoV2-1 |
|
Intranasal
vaccine candidate (recombinant protein + adjuvant) to provide long lasting immunity against SARS-CoV-2 |
|
Broad,
community-based vaccine immunity against SARS-CoV-2 |
|
Pre-clinical
|
|
|
|
|
|
|
|
Antibiotics |
|
Semi-synthetic
analogs of MU1140: Member of lantibiotic class of antibiotics |
|
Healthcare-associated
infections |
|
Pre-clinical |
Recent
Developments
On
December 22, 2022 our board of directors approved a 1 for 60 reverse stock split of our authorized, issued and outstanding of common
stock to be effective on January 20, 2023. The par value per common shares will remain unchanged. Except where the context otherwise
requires, share numbers in this prospectus reflect the 1 for 60 reverse stock split of our common stock.
Our
Business Development Strategy
Success
in the biopharmaceutical and product development industry relies on the continuous development of novel product candidates. Most product
candidates do not make it past the clinical development stage, which forces companies to look externally for innovation. Accordingly,
we expect from time to time, to seek strategic opportunities through various forms of business development, which can include strategic
alliances, licensing deals, joint ventures, collaborations, equity-or debt-based investments, dispositions, mergers and acquisitions.
We view these business development activities as a necessary component of our strategies, and we seek to enhance shareholder value by
evaluating business development opportunities both within and complementary to our current business as well as opportunities that may
be new and separate from the development of our existing product candidates.
Corporate
and Other Information
We
were incorporated in November 1996 and commenced operations in 1999. We consummated our initial public offering in June 2003. Our executive
office is located at, 4902 Eisenhower Boulevard, Suite 125 Tampa, Florida, 33634 and our research facilities are located at 13700 Progress
Boulevard, Alachua, Florida 32615. Our telephone number is (813) 286-7900 and our website is http://www.oragenics.com. We make available
free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange
Commission (the “SEC”). The reports are also available at www.sec.gov. We do not incorporate by reference into this prospectus
the information on, or accessible through, our website, and you should not consider it as part of this prospectus and it should not be
relied on in connection with this offering. We have included our website address as an inactive textual reference only.
Implications
of Being a Smaller Reporting Company
We
are a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended,
or the Exchange Act. We may remain a smaller reporting company until we have a non-affiliate public float in excess of $250 million and
annual revenues in excess of $100 million, or a non-affiliate public float in excess of $700 million, each as determined on an annual
basis. A smaller reporting company may take advantage of relief from some of the reporting requirements and other burdens that are otherwise
applicable generally to public companies. These provisions include:
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permitted to provide only two years of audited financial statements, in addition to any required
unaudited interim financial statements, with correspondingly reduced “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
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being required to comply with the auditor attestation requirements in the assessment of our
internal control over financial reporting; and |
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disclosure obligations regarding executive compensation in our periodic reports, proxy statements
and registration statements. |
Securities
We May Offer
We
may offer shares of our common stock, warrant shares of our common stock to purchase, either individually or in combination, and/or units
consisting of some or all of such securities for total gross proceeds of up to $40 million, from time to time under this prospectus,
together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by
market conditions at the time of any offering. This prospectus provides you with a general description of the securities we may offer.
We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by
that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms
we have summarized below. We may also include in the prospectus supplement information about material United States federal income tax
considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed.
We
may sell from time to time, in one or more offerings:
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Common
stock; |
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Warrants
to purchase shares of common stock; and |
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Units
consisting of any combination of the securities listed above. |
In
this prospectus, we refer to the common stock, warrants and units collectively as “securities.” The total dollar amount of
all securities that we may sell pursuant to this prospectus will not exceed $40,000,000.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading
“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar
headings in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated or supplemented by any subsequently
filed periodic reports and other documents as filed with the SEC and incorporated by reference into this prospectus, before deciding
whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a part.
Each of the risk factors described in the documents referenced above could adversely affect our business, operating results and financial
condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause
you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may
also significantly impair our business operations.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain forward-looking statements. These are based on our management’s
current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us.
Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,”
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
contained in the documents incorporated by reference herein.
Any
statements in this prospectus, or incorporated herein, about our expectations, beliefs, plans, objectives, assumptions or future events
or performance are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act, these forward-looking statements include statements regarding:
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We
have incurred significant operating losses since our inception and cannot assure you that we will generate revenues or achieve profitability; |
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We
will need to raise additional capital to fully implement our business strategy and we may not be able to do so; |
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Our
financial capacity and performance, including our ability to obtain funding, non-dilutive or otherwise, necessary to do the research,
development, manufacture and commercialization of any one or all of our product candidates; |
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The
timing, progress and results of clinical trials of our product candidates, including statements regarding the timing of initiation
and completion of pre-clinical studies or clinical trials or related preparatory work, the period during which the results of the
trials will become available and our research and development programs; |
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The
timing of any submission of filings for regulatory approval of our product candidates and our ability to obtain and maintain regulatory
approvals for our product candidates for any indication; |
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Our
expectations regarding the potential benefits, activity, effectiveness and safety of our product candidates including as to administration,
distribution and storage; |
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Our
expectations regarding the size of the patient populations, market acceptance and opportunity for and clinical utility of our product
candidates, if approved for commercial use; |
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Our
manufacturing capabilities and strategy, including the scalability and commercial viability of our manufacturing methods and processes,
and those of our contractual partners; |
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Our
expectations regarding the scope of any approved indications for our product candidates; |
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Our
ability to successfully commercialize our product candidates; |
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The
potential benefits of, and our ability to maintain, our relationships and collaborations with the NIAID, the NIH, the NRC and other
potential collaboration or strategic relationships; |
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Our
ability to use our lantibiotic platform to develop future product candidates; |
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Our
estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to obtain additional
funding, including any application for future grants or funding; |
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Our
ability to identify, recruit and retain key personnel and consultants; |
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Our
ability to obtain, retain, protect and enforce our intellectual property position for our product candidates, and the scope of such
protection; |
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Our
ability to advance the development of our new NT-CoV2-1 vaccine product candidate under the timelines and in accord with the milestones
projected; |
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Our
inability to achieve success in our identification of lantibiotic homologs or the manufacture and nonclinical testing of our lantibiotic
product candidates; |
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Our
need to comply with extensive and costly regulation by worldwide health authorities, who must approve our product candidates prior
to substantial research and development and could restrict or delay the future commercialization of certain of our product candidates; |
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Our
ability to successfully complete pre-clinical and clinical development of, and obtain regulatory approval of our product candidates
and commercialize any approved products on our expected timeframes or at all; |
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The
safety, efficacy and benefits of our product candidates; |
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The
content and timing of submissions to and decisions made by the FDA, other regulatory agencies and nongovernmental bodies and actors,
such as investigational review boards; |
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The
effects of government regulation and regulatory developments, and our ability and the ability of the third parties with whom we engage
to comply with applicable regulatory requirements; |
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The
capacities and performance of our suppliers and manufacturers and other third parties over whom we have limited control; |
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Our
ability to maintain our listing on the NYSE American and the effects of our contemplated 1 for 60 reverse stock split on
our price per share and the trading market of our common stock; |
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The
impact of the COVID-19 pandemic on our financial condition and business operations and our ability to continue research and development
for existing product candidates on previously-projected timelines or in accord with ordinary practices, as well as the broader governmental,
global health and macro- and microeconomic responses to and consequences of the pandemic; |
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We
may be adversely impacted by any significant broad-based financial crises and its impact on consumers, retailers and equity and debt
markets as well as our inability to obtain required additional funding to conduct our business; |
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As
a public company, we must implement additional and expensive finance and accounting systems, procedures and controls as we grow our
business and organization to satisfy reporting requirements, which add to our costs and require additional management time and resources; |
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Our
competitive position and the development of and projections relating to our competitors or our industry; and |
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The
impact of laws and regulations, including those that may not yet exist. |
In
some cases, you can identify forward-looking statements by the words “may,” “might,” “can,” “will,”
“to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “likely,” “continue” and “ongoing,” or the negative of these terms, or other
comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words.
These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.
You
should refer to the “Risk Factors” section contained in the applicable prospectus supplement and any related free writing
prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion
of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.
Given these risks, uncertainties and other factors, many of which are beyond our control, we cannot assure you that the forward-looking
statements in this prospectus will prove to be accurate, and you should not place undue reliance on these forward-looking statements.
Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person
that we will achieve our objectives and plans in any specified time frame, or at all.
Except
as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements
to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Except as described in
any applicable prospectus supplement or in any free writing prospectuses that we may authorize to be provided to you in connection with
a specific offering, we currently intend to use the net proceeds from the sale of the securities offered hereby for working capital,
capital expenditures and general corporate purposes, which may include, without limitation, funding
research, clinical and process development and manufacturing of our product candidates. We may also use a portion of the net proceeds
to invest in, collaborate with, acquire, or in-licensing of products or product candidates, business or technologies that we believe
are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the
date of this prospectus. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the
net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus. Pending
these uses, we intend to invest the net proceeds in investment-grade, interest-bearing securities.
DIVIDEND
POLICY
We
have never paid cash dividends on our common stock. Moreover, we do not anticipate paying periodic cash dividends on our common stock
for the foreseeable future. We intend to use all available cash and liquid assets in the operation and growth of our business. Any future
determination about the payment of dividends will be made at the discretion of our board of directors and will depend upon our earnings,
if any, capital requirements, operating and financial conditions and on such other factors as our board of directors deems relevant.
DESCRIPTION
OF CAPITAL STOCK
The
following descriptions are summaries of the material terms that are included in our amended and restated articles of incorporation (as
amended) and our bylaws (as amended) as well as the specific agreements such descriptions relate to. This summary is qualified in its
entirety by the specific terms and provisions contained in our restated articles of incorporation, bylaws and the specific agreements
described herein, copies of which we have filed as exhibits to the registration statement of which this prospectus is a part, and by
the provisions of applicable law.
Overview
Authorized
Capital Stock
Our
authorized capital stock consists of 250,000,000 (4,166,666 following the effectiveness of our 1 for 60 reverse stock on January 20,
2023) shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, without par value.
Common
Stock
Voting
The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders.
Approval of an amendment of our articles of incorporation, a merger, a share exchange, a sale of all our property or dissolution must
be approved by a majority of all votes entitled to be cast. Such votes may be cast in person or by proxy as provided in Article I Section
8 of our bylaws. One third of our shares entitled to vote constitute a quorum for purposes of a meeting of our shareholders.
Dividends
Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably
all dividends, if any, as may be declared from time to time by our Board of Directors out of the funds legally available.
In
the event of the liquidation, dissolution or winding up of the Company, the holders of our common stock are entitled to share ratably
in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
The common stock has no preemptive or conversion rights. There are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are fully paid and non-assessable.
Rights
upon Liquidation
Upon
our liquidation, dissolution or winding-up, after payment in full of our liabilities and the amounts required to be paid to holders of
any outstanding shares of preferred stock, if any, all holders of our common stock, along with the holders of our Series A Convertible
Preferred Stock and Series B Convertible Preferred Stock on an “as if” converted basis, will be entitled to receive a pro
rata distribution of all of our assets and funds legally available for distribution.
Redemption
and Pre-Emptive Rights
No
shares of our common stock are subject to redemption or have preemptive rights to purchase additional shares of our common stock or any
of our other securities.
Fully
Paid and Nonassessable
All
of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.
Preferred
Stock
Our
Board of Directors has the authority, without action by our shareholders, to designate and issue up to 50,000,000 shares of preferred
stock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, which may be
greater than the rights of our common stock. These rights, preferences and privileges could include dividend rights, conversion rights,
voting rights, redemption rights, liquidation preferences, the number of shares constituting any class or series and the designation
of the class or series. Terms selected by our Board of Directors in the future could decrease the amount of earnings and assets available
for distribution to holders of shares of common stock or adversely affect the rights and powers, including voting rights, of the holders
of shares of common stock without any further vote or action by the stockholders. As a result, the rights of holders of our common stock
will be subject to, and may be adversely affected by, the rights of the holders of the Series A Convertible Preferred Stock, and Series
B Convertible Preferred Stock or any other preferred stock that may be issued by us in the future, which could have the effect of decreasing
the market price of our common stock.
Series
A Convertible Preferred Stock
On
May 10, 2017 and on July 25, 2017, we issued an aggregate of 12,000,000 shares of convertible preferred stock, designated as the Series
A Convertible Preferred Stock pursuant to the certificate of designation and rights filed by us with the Secretary of State of the State
of Florida, with an aggregate original purchase price and initial liquidation preference of $3.0 million. Each share of Series A Convertible
Preferred Stock was issued for an amount equal to $0.25 per share, which we refer to as the original purchase price. On March 9, 2018
and August 26, 2022, certain holders of Series A Convertible Preferred Stock elected to convert to common stock and, as a result of such
conversions, 5,417,000 shares of Series A Preferred remain outstanding.
The
following description is a summary of the material provisions of the Series A Convertible Preferred Stock and the certificate of designation
and rights and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the
Series A Convertible Preferred Stock and certificate of designation and rights of Series A Convertible Preferred Stock, including the
definitions of certain terms used in the certificate of designation and rights. We urge you to read this document because it, and not
this description, defines the rights of a holder of the Series A Convertible Preferred Stock. A copy of the form of certificate of designation
and rights that we filed with the Secretary of State of the State of Florida effective May 10, 2017 as amended and restated effective
November 8, 2017 has been incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.
No
Mandatory Redemption Date or Sinking Fund
The
shares of Series A Convertible Preferred Stock do not have a mandatory redemption date and are not subject to any sinking fund. The shares
of Series A Convertible Preferred Stock will remain outstanding indefinitely unless we elect to redeem them under the circumstances described
below in “Redemption” or we otherwise repurchase them or they are converted into shares of our common stock as described
below under “Conversion Rights.”
Dividends
The
shares of Series A Convertible Preferred Stock are entitled to participate in all dividends declared and paid on shares of company common
stock on an “as if” converted basis.
Liquidation
Preference
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 Convertible 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.
Ranking
The
Series A Convertible Preferred Stock ranks (i) on par with the Common Stock and Series B Convertible Preferred Stock and junior to Series
C Non-Convertible Preferred Stock as to dividend rights and (ii) on par with Series B Convertible Preferred Stock, junior to Series C
Non-Convertible Preferred Stock and senior to Common Stock as to rights upon liquidation, dissolution or winding up of the Company, whether
voluntarily or involuntarily.
See
“Voting Rights—Matters Requiring Approval of Holders of Series A Convertible Preferred Stock” for a description of
the types of issuances of equity securities and other securities of our company requiring approval of holders of a majority of shares
of Series A Convertible Preferred Stock then outstanding, voting together as a class.
Redemption
To
the extent we have funds legally available therefor, at any time after the fifth anniversary of the original issue date of the Series
A Convertible Preferred Stock, we have the right to redeem all or any portion of the outstanding shares of Series A Convertible Preferred
Stock at the original issue price of $0.25 by providing at least seventy five (75) days written notice of such redemption to all holders
of the then outstanding shares of Series A Convertible Preferred Stock.
Conversion
Rights
The
holders of shares of Series A Convertible Preferred Stock will, at any time, be entitled to convert some or all of their Series A Convertible
Preferred Stock into the number of shares of our common stock obtained by dividing the original purchase price of the shares to be converted
by the aggregate Series A conversion price (which originally equaled the original purchase price, but is subject to adjustment), which
amount we refer to as the conversion price.
The
conversion price will be adjustable upon the occurrence of certain events and transactions to prevent dilution as described under “Adjustments
to Conversion Price to Prevent Dilution.” Any shares of our common stock issued upon conversion of the shares of Series A Convertible
Preferred Stock shall be validly issued, fully paid and non-assessable. The Company shall in lieu of fractional shares rounded up to
the next whole share. The initial conversion price was $0.25 but was adjusted to $2.50 as a result of the Company’s reverse split
of 1 for 10 on January 19, 2018 and will be subject to further adjustment following the Company’s contemplated 1 for 60 reverse
stock split expected to be effective on January 20, 2023.
Adjustments
to Conversion Price to Prevent Dilution
The
Series A Convertible Preferred Stock is subject to provisions that protect the holders against dilution by adjustment of the conversion
price and/or number of shares of common stock issuable upon conversion in certain events such as a subdivision, combination or reclassification
of our outstanding common stock.
Voting
Rights—Matters Requiring Approval of Holders of Series A Convertible Preferred Stock
Except
as otherwise required by law, the Series A Convertible Preferred Stock shall have no voting rights. However, as long as any shares of
Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the
then outstanding shares of the Series A Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights
given to the Series A Convertible 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 Convertible Preferred Stock, (c)
increase the number of authorized shares of Series A Convertible Preferred Stock, or (d) enter into any agreement with respect to any
of the foregoing.
Registration
Rights
The
holders of the Series A Convertible Preferred Stock were granted certain demand registration rights and piggyback registration rights
with respect to the shares of our Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of their associated
warrants, subject to customary cutbacks, blackout periods and other exceptions.
Series
B Convertible Preferred Stock
On
November 8, 2017, we issued 6,600,000 shares of convertible preferred stock, designated as the Series B Convertible Preferred Stock pursuant
to the certificate of designation and rights filed by us with the Secretary of State of the State of Florida, with an aggregate original
purchase price and initial liquidation preference of $3.3 million. Each share of Series B Convertible Preferred Stock was issued for
an amount equal to $0.50 per share, which we refer to as the original purchase price. On August 26, 2022 a certain holder of Series B
Convertible Preferred Stock elected to convert to common stock and, as a result of such conversion, 4,050,000 shares of Series B Convertible
Preferred Stock remain outstanding.
The
following description is a summary of the material provisions of the Series B Convertible Preferred Stock and the certificate of designation
and rights and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the
Series B Convertible Preferred Stock and certificate of designation and rights of Series B Convertible Preferred Stock, including the
definitions of certain terms used in the certificate of designation and rights. We urge you to read this document because it, and not
this description, defines the rights of a holder of the Series B Convertible Preferred Stock. A copy of the form of certificate of designation
and rights that we filed with the Secretary of State of the State of Florida effective November 8, 2017 has been incorporated by reference
as an exhibit to the registration statement of which this prospectus forms a part.
No
Mandatory Redemption Date or Sinking Fund
The
shares of Series B Convertible Preferred Stock do not have a mandatory redemption date and are not subject to any sinking fund. The shares
of Series B Convertible Preferred Stock will remain outstanding indefinitely unless we elect to redeem them under the circumstances described
below in “Redemption” or we otherwise repurchase them or they are converted into shares of our common stock as described
below under “Conversion Rights.”
Dividends
The
shares of Series B Convertible Preferred Stock are entitled to participate in all dividends declared and paid on shares of company common
stock on an “as if” converted basis.
Liquidation
Preference
Upon
any liquidation, dissolution or winding-up of the Company (any such event, a “Liquidation”), whether voluntary or involuntary,
each holder of shares of Series B Convertible Preferred Stock shall be entitled to receive, after payment to the Series C Non-Convertible
Preferred Stock as provided in the Certificate of Designation of Series C Non-Convertible Preferred Stock, but on par with Series A Convertible
Preferred Stock and in preference to the holders of Common Stock, an amount of cash equal to the greater of (i) the product of the number
of shares of Series B Convertible 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
B Convertible Preferred Stock if all outstanding shares of Series B Convertible Preferred Stock were converted into Common Stock immediately
prior to the Liquidation (disregarding for this purpose any and all limitations of any kind on such conversion).
Ranking
The
Series B Convertible Preferred Stock ranks (i) on par with the Common Stock and Series A Convertible Preferred Stock and junior to Series
C Non-Convertible Preferred Stock as to dividend rights and (ii) junior to Series C Non-Convertible Preferred Stock, on par with Series
A Convertible Preferred Stock and senior to the Common Stock as to distributions of assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntarily or involuntarily.
See
“Voting Rights—Matters Requiring Approval of Holders of Series B Convertible Preferred Stock” for a description of
the types of issuances of equity securities and other securities of our company requiring approval of holders of a majority of shares
of Series B Convertible Preferred Stock then outstanding, voting together as a class.
Redemption
To
the extent we have funds legally available therefor, at any time after the fifth anniversary of the original issue date of the Series
B Convertible Preferred Stock, we have the right to redeem all or any portion of the outstanding shares of Series B Convertible Preferred
Stock at the original issue price of $0.50 by providing at least seventy five (75) days written notice of such redemption to all holders
of the then outstanding shares of Series B Convertible Preferred Stock.
Conversion
Rights
The
holders of shares of Series B Convertible Preferred Stock will, at any time, be entitled to convert some or all of their Series B Convertible
Preferred Stock into the number of shares of our common stock obtained by dividing the original purchase price of the shares to be converted
by the aggregate Series B conversion price (which originally equaled the original purchase price, but is subject to adjustment), which
amount we refer to as the conversion price and then multiplying such product by two (2).
The
conversion price will be adjustable upon the occurrence of certain events and transactions to prevent dilution as described under “Adjustments
to Conversion Price to Prevent Dilution.” Any shares of our common stock issued upon conversion of the shares of Series B Convertible
Preferred Stock shall be validly issued, fully paid and non-assessable. The Company shall either pay cash in lieu of fractional shares
or round up to the next whole share. The initial conversion price was $0.50 but was adjusted to $5.00 as a result of the Company’s
reverse split of 1 for 10 on January 19, 2018 and will be subject to further adjustment following the Company’s contemplated 1
for 60 reverse stock split expected to be effective on January 20, 2023.
Adjustments
to Conversion Price to Prevent Dilution
The
Series B Convertible Preferred Stock is subject to provisions that protect the holders against dilution by adjustment of the conversion
price and/or number of shares of common stock issuable upon conversion in certain events such as a subdivision, combination or reclassification
of our outstanding common stock.
Voting
Rights—Matters Requiring Approval of Holders of Series B Convertible Preferred Stock
Except
as otherwise required by law, the Series B Convertible Preferred Stock shall have no voting rights. However, as long as any shares of
Series B Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the
then outstanding shares of the Series B Convertible Preferred Stock, (a) amend, alter, repeal, restate or supplement (in each case, whether
by reclassification, merger, consolidation, reorganization or otherwise) the certificate of designation in any manner that would adversely
affect the holders of the Series B Convertible Preferred Stock, (b) authorize or agree to authorize any increase in the number of shares
of Series B Convertible Preferred Stock or issue any additional shares of Series B Convertible Preferred Stock, (c) amend, alter or repeal
any provision of the Certificate of Incorporation or Bylaws of the Company which would adversely affect any right, preference, privilege
or voting power of the Series B Convertible Preferred Stock or the holders thereof or (d) agree to take any of the foregoing actions.
Registration
Rights
The
holders of the Series B Convertible Preferred Stock were granted certain demand registration rights and piggyback registration rights
with respect to the shares of our Common Stock issuable upon conversion of the Series B Preferred Stock and exercise of their associated
warrants, subject to customary cutbacks, blackout periods and other exceptions.
Series
C Non-Voting, Non-Convertible Preferred Stock
On
November 8, 2017, we issued to a single older 100 shares of non-convertible preferred stock, designated as the Series C Non-Voting, Non-Convertible
Preferred Stock pursuant to the certificate of designation and rights filed by us with the Secretary of State of the State of Florida,
with a stated value and liquidation preference equal to $33,847.9874 per share, which we refer to as the Stated Value. The shares of
Series C Non-Voting, Non-Convertible Preferred Stock were entitled to payment-in-kind (“PIK”) dividends thereon at the annual
rate of twelve percent (12%) (the “Initial Rate”) of its Stated Value, payable by issuing additional shares of Series C Non-Voting,
Non-Convertible Preferred Stock within thirty days after the end of each calendar year, pro-rata for partial years. During the three
months ended March 31, 2021, the Company provided a notice of redemption, to the holder of the Company’s Series C Preferred Stock
to redeem all outstanding Series C Preferred Stock (which included the dividend of 26.697 shares paid on January 28, 2021 and any accrued
dividends due through the redemption date of March 13, 2021). The Series C Preferred Stock redemption amount of approximately $5.6 million
was paid on March 15, 2021 and all outstanding shares of Series C Preferred Stock were cancelled.
Series
D Preferred Stock-Converted to Common Stock
On
July 13, 2018, our board of directors designated 9,364,000 shares of our preferred stock as Series D Convertible Preferred Stock (“Series
D Preferred Stock”), which were subsequently issued on July 17, 2018, none of which are currently issued and outstanding. The preferences
and rights of the Series D Preferred Stock was set forth in a Certificate of Designation (the “Series D Certificate of Designation”).
Pursuant to a transfer agency agreement between us and Continental Stock Transfer & Trust Company, as transfer agent, the Series
D Preferred Stock was issued in book-entry form and represented only by one or more global certificates deposited with The Depository
Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC. Prior to the
end of 2018, all of 9,364,000 shares of Series D Preferred Stock had converted to common stock and as such, the Company no longer has
any Series D Preferred Stock outstanding.
Registration
Rights
Series
A Preferred Stock Private Placement. Pursuant to the May 10, 2017 Registration Rights Agreement, we granted certain demand registration
rights and piggyback registration rights with respect to the shares of our Common Stock issuable upon conversion of the Series A Preferred
Stock and the exercise of the common stock warrants that were issued commensurate with the issuance of the Series A Preferred Stock.
Series
B Preferred Stock Private Placement. Pursuant to the November 8, 2017 Amended and Restated Registration Right Agreement, we granted
certain demand registration rights and piggyback registration rights with respect to the shares of our Common Stock issuable upon conversion
of the Series B Preferred Stock and the exercise of the common stock warrants that were issued commensurate with the issuance of the
Series B Preferred Stock.. The Amended and Restated Registration Rights Agreement amended the previous registration rights agreement
entered into in connection with our Series A Preferred Stock Financing in May 2017.
The
following descriptions are summaries of the material terms that are included in our amended and restated articles of incorporation (as
amended) and our bylaws (as amended) as well as the specific agreements such descriptions relate to. This summary is qualified in its
entirety by the specific terms and provisions contained in our restated articles of incorporation, bylaws and the specific agreements
described herein, copies of which we have filed as exhibits to the registration statement of which this prospectus is a part, and by
the provisions of applicable law.
Certain
Anti-Takeover Provisions
Florida
Law
We
are not subject to the statutory anti-takeover provisions under Florida law because in our articles of incorporation we have specifically
elected to opt out of both the “control-share acquisitions” (F.S. 607.0902) and the “affiliated transactions”
(F.S. 607.0901) statutes. Since these anti-takeover statutes do not apply to a corporation that has specifically elected to opt out of
such provisions, we would not be able to invoke the protection of such statutes in the event of a hostile takeover attempt.
Articles
of Incorporation and Bylaw Provisions
Our
articles of incorporation and bylaws contain provisions that could have an anti-takeover effect. These provisions include
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authorization
of the issuance of “blank check” preferred stock that could be issued by our Board of Directors without shareholder approval
and that may be substantially dilutive or contain preferences or rights objectionable to an acquiror; |
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the
ability of the Board of Directors to amend the bylaws without shareholder approval; |
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vacancies
on our board may only be filled by the remaining Directors and not our shareholders; and |
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requirements
that only our Board, our President or holders of more than 10% of our shares can call a special meeting of shareholders. |
These
provisions in our articles of incorporation and bylaws could delay or discourage transactions involving an actual or potential change
in control of us, including transactions in which shareholders might otherwise receive a premium for their shares over their current
prices. Such provisions could also limit the ability of shareholders to approve transactions that shareholders may deem to be in their
best interests and could adversely affect the price of our common stock.
Listing
of Common Stock
Our
common stock is currently listed on the NYSE American under the trading symbol “OGEN.”
Transfer
Agent and Registrar
The
transfer agent and registrar of our common stock is Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York,
New York 10004, telephone: (212) 509-4000.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information that we include in any applicable prospectus supplement and in any related
free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants
that we may offer under this prospectus, which may be issued in one or more series. Warrants may be offered independently or in combination
with other securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants
that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable
prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide
otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify
different or additional terms.
Any
warrants issued under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant
agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the
prospectus supplement relating to the particular series of warrants being offered.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the
terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The
following description summarizes the material terms and provisions of the warrants and is subject to, and qualified in its entirety by
reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any
supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the
applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any
related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable,
and any supplemental agreements, that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the
title of such securities; |
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the
offering price and aggregate number of warrants offered; |
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the
currency or currencies for which the warrants may be purchased; |
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security; |
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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if
applicable, the minimum or maximum amount of such warrants which may be exercise at any one time; |
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in
the case of warrants to purchase common stock, the number of shares of common stock, purchasable upon the exercise of one warrant
and the price at which, and the currency in which, these shares may be purchased upon such exercise; |
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
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the
dates on which the right to exercise the warrants shall commence or expire; |
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the
terms of any rights to redeem or call the warrants; |
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the
terms of any rights to force the exercise of the warrants; |
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the
dates on which the right to exercise the warrants will commence and expire; |
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the
manner in which the warrant agreements and warrants may be modified; |
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a
discussion of any material or special U.S. federal income tax considerations of holding or exercising the warrants; |
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the
antidilution provisions of the warrant, if any; |
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the
terms of the securities issuable upon exercise of the warrants; and |
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including: in the case of warrants to purchase common stock, the right to receive dividends, if any, or, payments upon our liquidation,
dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating
to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up
to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After
the close of business on the expiration date, unexercised warrants will become void.
Unless
we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant
certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant
agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the
warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver
to the warrant agent in connection with the exercise of the warrant.
Upon
receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust
office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as
practicable, issue and deliver the securities purchasable upon such exercise. If less than all of the warrants (or the warrants represented
by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining
warrants.
Governing
Law
Unless
we otherwise specify in the applicable prospectus supplement, the warrants and any warrant agreements will be governed by and construed
in accordance with the laws of the State of New York.
Enforceability
of Rights by Holders of Warrants
Each
warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or
warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action
its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF UNITS
Units
We
may issue units consisting of any combination of our common stock and warrants. We will issue each unit so that the holder of the unit
is also the holder of each security included in the unit. As a result, the holder of a unit will have the rights and obligations of a
holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit
may not be held or transferred separately, at any time or at any time before a specified date.
The
summary below and that contained in any prospectus supplement is qualified in its entirety by reference to all of the provisions of the
unit agreement and/or unit certificate, and depositary arrangements, if applicable. We urge you to read the applicable prospectus supplements
and any related free writing prospectuses related to the units that we may offer under this prospectus, as well as the complete unit
agreement and/or unit certificate, and depositary arrangements, as applicable, that contain the terms of the units.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of unit agreement and/or unit certificate, and depositary arrangements, as applicable, that contain
the terms of the particular series of units we are offering, and any supplemental agreements, before the issuance of such units.
The
applicable prospectus supplement, information incorporated by reference or free writing prospectus may describe:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units; |
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whether
the units will be issued in fully registered or global form; and |
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any
other terms of the units. |
The
applicable provisions described in this section, as well as those described under “Common Stock” and “Warrants”
above, will apply to each unit and to each security included in each unit, respectively
LEGAL
OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary
or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the
securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered
in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the
holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so
under the terms of the securities.
As
a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders,
of the securities.
Street
Name Holders
We
may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold
their securities in their own names or in “street name.” Securities held by an investor in street name would be registered
in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial
interest in those securities through an account he or she maintains at that institution.
For
securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or
depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does
not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a
default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would
seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect
holders is up to the legal holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented
by one or more global securities or in street name, you should check with your own institution to find out:
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how
it handles securities payments and notices; |
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whether
it imposes fees or charges; |
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how
it would handle a request for the holders’ consent, if ever required; |
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whether
and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the
future; |
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how
it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect
their interests; and |
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if
the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of
a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC,
will be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “—Special Situations When a Global
Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that
in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by
a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special
Considerations for Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect
holder as a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only as global securities, an investor should be aware of the following:
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an
investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her
interest in the securities, except in the special situations we describe below; |
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an
investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection
of his or her legal rights relating to the securities, as we describe above; |
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an
investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required
by law to own their securities in non-book-entry form; |
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an
investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the
securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the
depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating
to an investor’s interest in the global security; |
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we
and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership
interests in the global security, nor will we or any applicable trustee supervise the depositary in any way; |
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the
depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within
its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial
institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the
global security, may also have their own policies affecting payments, notices and other matters relating to the securities. |
There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for
the actions of any of those intermediaries.
Special
Situations When a Global Security Will Be Terminated
In
a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to
their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless
we provide otherwise in the applicable prospectus supplement, a global security will terminate when the following special situations
occur:
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if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary within 90 days; |
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if
we notify any applicable trustee that we wish to terminate that global security; or |
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if
an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The
applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any
applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, direct sales to the public, direct sales to the
public, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters
or dealers, through one or more agents, or directly to one or more purchasers. We may distribute securities from time to time in one
or more transactions:
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at
a fixed price or prices, which may be changed; |
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at
market prices prevailing at the time of sale; |
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at
prices related to such prevailing market prices; |
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at
varying prices determined at the time of sale; or |
We
may also sell equity securities covered by this registration statement in an “at the market” offering as defined in Rule
415(a)(4) under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at
other than a fixed price on or through the facilities of NYSE American or any other securities exchange or quotation or trading service
on which such securities may be listed, quoted or traded at the time of sale. Such at the market offerings, if any, may be conducted
by underwriters acting as principal or agent.
A
prospectus supplement or (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms
of the offering of the securities, including, to the extent applicable:
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the
name or names of any underwriters, dealers or agents, if any; |
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the
purchase price of the securities and the proceeds we will receive from the sale; |
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any
over-allotment options under which underwriters may purchase additional securities from us; |
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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any
public offering price; |
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any
discounts or concessions allowed or reallowed or paid to dealers; and |
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any
securities exchange or market on which the securities may be listed. |
Only
the agents or underwriters named in each prospectus supplement will be agents or underwriters in connection with the securities offered
by a prospectus supplement.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities,
including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse
those persons for certain expenses.
Any
common stock will be listed on the NYSE American, but any other securities may or may not be listed on a national securities exchange.
To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain
or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the
sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if
any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the
open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed
if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to
stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These
transactions may be discontinued at any time.
We
may authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions or other suitable
purchasers to purchase securities from us at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery
contracts providing for payment and delivery on the date stated in each applicable prospectus supplement. Each contract will be for an
amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective
amounts stated in each applicable prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial
and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions,
but shall in all cases be subject to our approval. Delayed delivery contracts will be subject only to those conditions set forth in each
applicable prospectus supplement and include the condition that the purchase of the securities covered by the delayed delivery contracts
will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject.
Each prospectus supplement will set forth any commissions we pay for solicitation of these contracts. The underwriters and agents will
not have any responsibility with respect to the validity or performance of these contracts.
All
securities we may offer, other than common stock, will be new issues of securities with no established trading market. Any agents or
underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time
without notice. We cannot guarantee the liquidity of the trading markets for any securities. There is currently no market for any of
the offered securities, other than our common stock which is listed on the on the NYSE American. Any common stock will be listed on the
NYSE American but any other securities may or may not be listed on a national securities exchange. We have no current plans for listing
of the, warrants on any securities exchange or quotation system; any such listing with respect to any particular warrants will be described
in the applicable prospectus supplement or other offering materials, as the case may be.
Any
agents and underwriters who are qualified market makers on the NYSE American may engage in passive market making transactions in the
securities on the NYSE American in accordance with Regulation M, during the business day prior to the pricing of the offering, before
the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations
and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however,
the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize
the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued
at any time.
In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in
the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
In
compliance with guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum compensation to be received by
any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus
and any applicable prospectus supplement.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Shumaker, Loop & Kendrick, LLP.
Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable
prospectus supplement.
EXPERTS
The
audited financial statements of Oragenics, Inc. as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and
2020, as set forth in its report included in our Annual Report on Form 10-K for the year ended December 31, 2021, incorporated by reference
in this prospectus have been audited by Mayer Hoffman McCann P.C., an independent registered public accounting firm, as stated in their
report dated March 24, 2022, which is incorporated by reference herein, and has been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the
registration statement. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus.
We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than
the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered
by this prospectus.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public at the SEC’s website at http://www.sec.gov.
Copies
of certain information filed by us with the SEC are also available on our website at www.Oragenics.com Information contained in
or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.
We have included our website address as an inactive textual reference only.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus. We incorporate by reference the following information or documents that
we have filed with the SEC, excluding any portions of any Current Report on Form 8-K that are not deemed “filed” pursuant
to the General Instructions of Form 8-K:
|
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 24, 2022 and our Form 10-K/A for the
year ended December 31, 2021, filed with the SEC on July 29, 2022; |
|
● |
Our
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 13, 2022, for the quarter ended June 30, 2022 filed with the SEC on August 9, 2022 and for the quarter ended September 30, 2022 filed with the SEC on November 14, 2022;
|
|
● |
Our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 31, 2022; |
|
● |
Our
Current Reports on Form 8-K, filed January 26, 2022, February 28, 2022, March 10, 2022, April 6, 2022, April 19, 2022, May 17, 2022,
June 23, 2022, July 8, 2022, August 3, 2022, August 24, 2022, September 30, 2022, October 3, 2022, November 16, 2022, December 15, 2022, December 19, 2022, December 20, 2022, December 22, 2022 and December 23, 2022; |
|
● |
The
description of our common stock set forth in our registration statement on Form 8-A12B, filed April 8, 2013, including any amendments
or reports filed for purposes of updating such description. |
Any
information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information
in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces
such information.
We
also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of
Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination
of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request,
a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits which are specifically incorporated by reference into such documents. You may request a copy of these filings at no
cost, by writing to or telephoning us at the following address: Oragenics, Inc., 4902 Eisenhower Boulevard, Suite 125, Tampa, Florida
33634, Attention: Corporate Secretary.
Any
statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus
will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement
to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth an estimate of the fees and expenses payable by the registrant in connection with the issuance and distribution
of the securities being registered. All amounts are estimated except the SEC registration filing fee. All of the expenses below will
be paid by us.
| |
| |
SEC registration fee | |
$ | 4,408 | |
FINRA filing fee | |
$ | * | |
Accounting fees and expenses | |
$ | * | |
Legal fees and expenses | |
$ | * | |
Transfer agent and registrar fees | |
$ | * | |
Printing and engraving expenses | |
$ | * | |
Miscellaneous | |
$ | * | |
Total | |
$ | * | |
* |
These
fees cannot be estimated at this time as they are calculated based on the securities offered and the number of issuances. An estimate
of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable
prospectus supplement. |
Item
15. Indemnification of Directors and Officers.
Under
our Bylaws, each of our directors has the right to be indemnified by us to the maximum extent permitted by law against (i) reasonable
expenses incurred in connection with any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative
action, suit or proceeding seeking to hold the director liable by reason of his or her actions in such capacity and (ii) reasonable payments
made by the director in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she became liable in
such action, suit or proceeding. This right to indemnification includes the right to the advancement of reasonable expenses by us, to
the maximum extent permitted by law. Under our Bylaws, each of our officers who are not directors is entitled to the same indemnification
rights, including the right to the advancement of reasonable expenses, which are provided to our directors.
Pursuant
to the Florida Business Corporation Act, a Florida corporation has the power to indemnify its directors and officers provided that they
act in good faith and reasonably believe that their conduct was lawful and in the corporate interest (or not opposed thereto), as set
forth in the Business Corporation Act. Under the Business Corporation Act, unless limited by its articles of incorporation, a corporation
must indemnify a director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which
he or she was a party because he or she is or was a director or officer, against reasonable expenses incurred by the director or officer
in connection with the proceeding. Our Articles of Incorporation do not contain any such limitations. The Business Corporation Act permits
a corporation to pay for or reimburse reasonable expenses in advance of final disposition of an action, suit or proceeding only upon
(i) the director’s certification that he or she acted in good faith and in the corporate interest (or not opposed thereto), (ii)
the director furnishing a written undertaking to repay the advance if it is ultimately determined that he or she did not meet this standard
of conduct, and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification
under the Business Corporation Act.
Under
our Articles of Incorporation, no director will be liable to us or our shareholders for monetary damages for breach of his or her fiduciary
duty as a director, to the maximum extent permitted by law.
The
Florida Business Corporation Act also empowers a corporation to provide insurance for directors and officers against liability arising
out of their positions, even though the insurance coverage may be broader than the corporation’s power to indemnify. We maintain
directors’ and officers’ liability insurance for the benefit of our directors and officers.
In
our employment agreement with Kimberly Murphy, our Chief Executive Officer and President, we agreed to indemnify her for all claims arising
out of performance of her duties, other than those arising out of their breach of the agreement or their gross negligence or willful
misconduct.
At
present, there is no pending litigation or proceeding involving any of the registrant’s directors or executive officers as to which
indemnification is being sought nor is the registrant aware of any threatened litigation that may result in claims for indemnification
by any executive officer or director.
The
registrant maintains an insurance policy covering its officers and directors with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.
The
underwriting agreement, if any, entered into with respect to an offering of securities registered hereunder will provide for indemnification
by any underwriters of any offering, our directors and officers who sign the registration statement and our controlling persons for some
liabilities, including liabilities arising under the Securities Act.
Item
16. Exhibits and Financial Statement Schedules.
* |
To
be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended and incorporated herein by reference. |
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however, that subparagraphs (i), (ii) and (iii) above shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
|
(4) |
That,
for the purpose of determining liability under the Securities Act to any purchaser: |
|
(i) |
Each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
|
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any to the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
|
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
|
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
(6) |
That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
|
(7) |
That,
for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed
as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant
pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as
of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein, and the offing of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
|
(8) |
To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act of 1939, as amended (the “Act”), in accordance with the rules and regulations prescribed by the SEC
under Section 305(b)(2) of the Act. |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to existing provisions or arrangements whereby the registrant may indemnify a director, officer or controlling
person of the registrant against liabilities arising under the Securities Act, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on January 13, 2023.
|
ORAGENICS,
INC. |
|
|
|
|
By: |
/s/
Kimberly M. Murphy |
|
|
Kimberly
M. Murphy, |
|
|
Chief
Executive Officer, and Principal
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kimberly Murphy as his or her
true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons
in the capacities indicated and on January 13, 2023.
Signature |
|
Title |
|
|
|
/s/
Kimberly M. Murphy
|
|
Principal
Executive Officer, Chief Executive Officer,
|
Kimberly M. Murphy |
|
Interim Chief Financial Officer and Director |
|
|
|
/s/
Charles L. Pope
|
|
|
Charles L. Pope |
|
Chairman
and Director |
|
|
|
/s/
Robert C. Koski
|
|
|
Robert C. Koski |
|
Director |
|
|
|
/s/
Frederick W. Telling
|
|
|
Frederick W. Telling |
|
Director |
|
|
|
/s/
Alan W. Dunton
|
|
|
Alan W. Dunton |
|
Director |
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