Oragenics Inc 8-K, filed Aug 24, 2020
Oragenics Inc (OGEN)
About this 8-K
Oragenics Inc filed this 8-K on August 24, 2020, reporting on events of August 21, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934.
Dateof Report: August 21, 2020
(Dateof earliest event reported)
Oragenics,Inc.
(Exactname of registrant as specified in its charter)
| FL | 001-32188 | 59-3410522 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
| 4902 Eisenhower Boulevard, Suite 125<br><br> <br>Tampa, FL | 33634 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
813-286-7900
(Registrant’stelephone number, including area code)
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock | OGEN | NYSE<br> 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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
|---|
(a) The 2019 annual meeting of shareholders of Oragenics, Inc. was held on August 21, 2020.
(b) At the 2019 annual meeting, the following proposals were voted on by our shareholders:
PROPOSALI: Election of Directors.
Dr. Frederick Telling, Dr. Alan Joslyn, Mr. Robert Koski, Mr. Charles Pope, Dr. Alan Dunton and Ms. Kim Murphy were each re-elected as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes were as follows:
| For | Withheld | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|
| Dr. Frederick Telling | 22,417,565 | 540,690 | 16,375,538 | |||
| Dr. Alan Joslyn | 22,308,304 | 649,951 | 16,375,538 | |||
| Robert Koski | 22,291,056 | 667,199 | 16,375,538 | |||
| Charles Pope | 22,415,068 | 543,187 | 16,375,538 | |||
| Dr. Alan Dunton | 22,447,843 | 510,412 | 16,375,538 | |||
| Kim Murphy | 22,429,004 | 529,251 | 16,375,538 |
PROPOSALII: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:
| FOR | 21,894,650 |
|---|---|
| AGAINST | 713,067 |
| ABSTAIN | 350,538 |
| BROKER NON-VOTES | 16,375,538 |
PROPOSALIII: To approve the issuance of up to 9,200,000 shares of Common Stock upon the exercise of the NTI Transaction Warrants. The votes were as follows:
| FOR | 12,534,613 | * |
|---|---|---|
| AGAINST | 815,226 | |
| ABSTAIN | 408,416 | |
| BROKER NON-VOTES | 16,375,538 |
*Excludes, pursuant to NYSE American rule, the 9,200,000 shares of common stock issued to the sole shareholder of Noachis Terra Inc. in connection with the Company’s acquisition thereof on May 1, 2020.
PROPOSALIV: Ratification of the selection of Mayer Hoffman McCann P.C. as the Company’s independent auditors for the year ending December 31, 2020. The votes were as follows:
| FOR | 38,501,219 |
|---|---|
| AGAINST | 493,659 |
| ABSTAIN | 338,915 |
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 24^th^day of August, 2020.
| ORAGENICS, INC.<br><br> <br>(Registrant) | |
|---|---|
| BY: | /s/ Michael Sullivan |
| Michael<br> Sullivan | |
| Chief<br> Financial Officer |