Item
1.01 Entry Into a Material Definitive Agreement.
On
February 24, 2023, Oragenics, Inc. (the “Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”)
with Ladenburg Thalmann & Co. Inc. (the “Agent”), pursuant to which the Company may issue and sell, from time to time,
shares of its common stock (the “Shares”), depending on market demand, with the Agent acting as the sales agent or principal
(the “Offering”). Sales of the Shares may be made by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation,
sales made directly on or through the NYSE American. The Agent will use its commercially reasonable efforts to sell the Shares requested
by the Company to be sold on its behalf, consistent with the Agent’s normal trading and sales practices, under the terms and subject
to the conditions set forth in the Sales Agreement. The Company has no obligation to sell any of the Shares. The Company may instruct
the Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time and
the Company may at any time suspend sales pursuant to the Sales Agreement.
The
Company will pay the Agent a commission of up to 3.0% of the gross proceeds from the sale of Shares by the Agent under the Sales Agreement.
The Company has also agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Sales
Agreement, in an amount not to exceed $75,000, in addition to certain ongoing disbursements of its legal counsel up to $4,000 per calendar
quarter. In addition, the Company has agreed to provide customary indemnification rights to the Agent.
Any
sales of Shares under the Sales Agreement will be made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-269225),
including the related prospectus, filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2023 and declared
effective on January 25, 2023, as supplemented by the prospectus supplement dated February 24, 2023, and any applicable additional prospectus
supplements related to the Offering that form a part of the Registration Statement.
The
aggregate market value of Shares eligible for sale in the Offering and under the Sales Agreement will be subject to the limitations of
General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on
February 24, 2023 is only offering Shares having an aggregate offering price of $5,000,000. The Company will be required to file another
prospectus supplement in the event it determines to offer more than $5,000,000 of Shares in accordance with the terms of the Sales Agreement,
to the extent then permitted under General Instruction I.B.6 of Form S-3.
The
Company intends to use the net proceeds from this Offering to continue funding its pre-clinical development of its SARS-CoV-2 vaccine,
Terra CoV-1 and its lantibiotics program and for general corporate purposes, including research and development activities, capital expenditures,
and working capital. The precise amount and timing of the application of these proceeds will depend upon a number of factors, such as
the timing and progress of our research and development efforts, our funding requirements and the availability and costs of other funds.
The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales
Agreement, which is filed as Exhibit 1.1 to this report and is incorporated herein by reference. A copy of the legal opinion of Shumaker,
Loop & Kendrick, LLP regarding the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 to this report and is
incorporated by reference herein.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.