Oragenics Files 8-K, Confirms NYSE American Listing

Ticker: OGEN · Form: 8-K · Filed: Jan 16, 2024 · CIK: 1174940

Complexity: simple

Sentiment: neutral

Topics: administrative, compliance, corporate-governance

TL;DR

**Oragenics filed a routine 8-K, no major news, just administrative updates.**

AI Summary

Oragenics, Inc. filed an 8-K on January 16, 2024, to report an 'Other Event' and 'Financial Statements and Exhibits.' This filing primarily serves to update administrative information, confirming its registration on the NYSE American under the ticker OGEN. For investors, this filing is largely procedural and doesn't contain new financial or operational news that would immediately impact the stock price, but it confirms the company's continued compliance with SEC reporting requirements.

Why It Matters

This filing is mostly administrative, confirming Oragenics' continued compliance with SEC regulations and its listing on the NYSE American, which is important for maintaining investor access and liquidity.

Risk Assessment

Risk Level: low — This 8-K filing is administrative and does not contain any information that introduces new risks or changes the company's operational or financial outlook.

Analyst Insight

This filing is administrative and does not contain new material information that would warrant immediate action. Investors should continue to monitor for substantive operational or financial updates.

Key Players & Entities

FAQ

What is the purpose of this 8-K filing by Oragenics, Inc.?

This 8-K filing by Oragenics, Inc. is categorized under 'Other Events' and 'Financial Statements and Exhibits,' primarily serving to update administrative information and confirm its registration details as of January 16, 2024.

What is Oragenics, Inc.'s trading symbol and on which exchange is it listed?

Oragenics, Inc.'s common stock trades under the symbol OGEN and is registered on the NYSE American exchange, as stated in the filing.

What is the date of the earliest event reported in this 8-K?

The date of the earliest event reported in this 8-K is January 16, 2024.

Where are Oragenics, Inc.'s principal executive offices located?

Oragenics, Inc.'s principal executive offices are located at 4902 Eisenhower Boulevard, Suite 125, Tampa, FL 33634, with a business phone number of 813-286-7900.

Does this 8-K indicate if Oragenics, Inc. is an emerging growth company?

The filing includes a checkbox section for 'emerging growth company' status, but none of the boxes are checked, indicating that the filing does not explicitly state whether the registrant is an emerging growth company.

Filing Stats: 4,574 words · 18 min read · ~15 pages · Grade level 11.4 · Accepted 2024-01-16 09:10:51

Key Financial Figures

Filing Documents

From the Filing

UNITED 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: January 16, 2024 (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 8.01 OTHER EVENTS. As previously reported, we entered into an Asset Purchase Agreement (the " Purchase Agreement ") with Odyssey Health, Inc., f/k/a Odyssey Group International, Inc., a Nevada corporation (" Odyssey ") and on December 28, 2023, we successfully closed the Odyssey Purchase Agreement. At such time, we purchased and assumed, and Odyssey sold and assigned, all assets (and assumed certain liabilities) related to the segment of Odyssey's business focused on developing medical products that treat brain related illnesses and diseases (the " Neurology Assets "). The Neurology Assets include drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann Pick Disease Type C (NPC), as well as Odyssey's proprietary powder formulation and its nasal delivery device. We are filing the Form 8-K to provide additional information about the Neurology Assets and its expected impact on our business. As a result of the acquisition of the Neurology Assets, we expect that, in the near- and mid-terms, we will focus our resources and efforts on the continued development of the Neurology Assets and primarily ONP-002, which, as discussed further below, has successfully completed phase 1 clinical trials. The acquisition is expected to build on our expertise in intranasal platforms and expand our portfolio into more areas of unmet medical needs. Nasal delivery offers many advantages over standard systemic delivery systems, such as its non-invasive character, a fast onset of action and in many cases reduced side effects due to a more targeted delivery. We will concurrently determine how best to proceed with the development of our nasal COVID-19 product candidate, given our limited resources, and for the time being, we anticipate placing our lantibiotics program on hold. In conjunction with the Neurology Asset acquisition, we paid Odyssey a total of $1,000,000 in cash, $500,000 of which was paid in October, 2023 and $500,000 of which was paid on December 11, 2023. In addition, at the closing, we issued Odyssey 8,000,000 shares of our newly created Series F Non-Voting Convertible Preferred Stock, which are convertible into our common stock on a one-to-one basis (subject to certain adjustments). Odyssey converted 511,308 of those shares into our common stock on December 28, 2023. Our Certificate of Designation creating the Series F Preferred Stock, specifies that the remainder of the shares are not convertible until the occurrence of all of the following: (i) Oragenics' shall have applied for and been approved for initial listing on the NYSE American or another national securities exchange or shall have been delisted from the NYSE American, which Oragenics' does not anticipate undertaking until it meets the NYSE American's initial listing standards, and (ii) if required by the rules of the NYSE American, Oragenics' shareholders shall have approved any change of control that could be deemed to occur upon the conve

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