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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

 

Date of Report: March 7, 2023

(Date of earliest event reported)

 

 

 

Oragenics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

FL 001-32188 59-3410522
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

 

4902 Eisenhower Boulevard, Suite 125

Tampa, FL

  33634
(Address of principal executive offices)   (Zip Code)

 

813-286-7900

(Registrant’s telephone number, including area code)

 

 

(Former Name or Former Address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   OGEN   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

(c) Appointment of new Chief Financial Officer

 

On March 8, 2023, Oragenics Inc. (the “Company”) announced that the Board of Directors approved the appointment of Janet Huffman, as the Company’s new Chief Financial Officer of the Company and Secretary and Treasurer.

 

Ms. Huffman entered into an Executive Employment Agreement with the Company under the terms substantially similar to the employment agreements of existing executives. Under the terms of her Executive Employment Agreement, Ms. Huffman’s employment with the Company became effective March 7, 2023 and she receives an annual base salary of $250,000 and will be eligible for a Performance Bonus with a target of 35% of her annual salary based on appropriate Company based and individual based targets in the discretion of the Compensation Committee as approved by the full Board of Directors. Ms. Huffman will be eligible to participate in the medical insurance and other benefits available to all employees except her annual vacation will be set at four (4) weeks.

 

In connection with Ms. Huffman’s employment, she also was awarded stock options to acquire 7,000 shares of common stock under the Company’s 2021 Equity Incentive Plan (the “Plan”), at an exercise price of $4.00 which was the Company’s closing price on the grant date. The options shall vest as follows: 1,400 options shall vest on the grant date, 1,400 options shall vest on September 7, 2023, 1,400 options shall vest on March 7, 2024, 1,400 options shall vest on September 7, 2024, and 1,400 options shall vest on March 7, 2025, in each case provided Ms. Huffman has remained in continuous employment with the Company through such dates.

 

The Executive Employment Agreement is terminable at any time by the Company and upon 60 days’ notice by Ms. Huffman. Upon separation for any reason Ms. Huffman shall receive her base salary accrued through the date of termination, and any vested rights and benefits provided under employee benefit plans and programs of the Company. In addition, if Ms. Huffman’s separation from employment is terminated by the Company without Cause or for non-renewal by the Company after the end of the Initial Term and Ms. Huffman signs a full general release then the Company would be obligated to pay Ms. Huffman six months of her annual base salary as severance plus any earned but unpaid Performance Bonus.

 

If Ms. Huffman’s employment is terminated by the Company without Cause during the period of 30 days following a Change in Control and Ms. Huffman signs a full general release then the Company would be obligated to pay Ms. Huffman six months of her annual base salary as severance, any earned, accrued but unpaid bonus Performance Bonus and Ms. Huffman’s Performance Bonus for the year of the Change in Control at target level of performance. Additionally, with any such termination Ms. Huffman’s stock options or other stock awards under the Company’s 2021 Equity Incentive Plan which are not vested shall vest as of her termination date. Under the Executive Employment Agreement, “Change in Control” is defined as a transaction or series of transactions which constitutes a sale of control of the Company, a change in effective control of the Company, or a sale of all or substantially all of the assets of the Company, or a transaction which qualifies as a “change in ownership” or “change in effective control” of the Company or a “change in ownership of substantially all of the assets” of the Company under the standards set forth in Treasury Regulation section 1.409A-3(i)(5).

 

In the Executive Employment Agreement Ms. Huffman has agreed to duties of non-disclosure of Confidential Information, non-competition and non-solicitation and Company ownership of developments provisions.

 

The foregoing summary is qualified in its entirety by the specific terms of the Executive Employment Agreement attached as Exhibit 10.1 to this Form 8-K which is incorporated herein by reference.

 

We issued a press release on March 8, 2023 regarding the effective appointment of Ms. Huffman as the Company’s Chief Financial Officer and Secretary and Treasurer. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

 

 

 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Number    Description
        
10.1   Executive Employment Agreement for Ms. Huffman dated effective March 7, 2023.
     
99.1   Press release, dated March 8, 2023 regarding Chief Financial Officer.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 8th day of March, 2023.

 

 

ORAGENICS, INC.

(Registrant)

   
  BY: /s/ Kimberly Murphy
 

 

Kimberly Murphy

Chief Executive Officer

 

 

 

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