Oragenics Inc 8-K, filed Jun 5, 2020
Oragenics Inc (OGEN)
About this 8-K
Oragenics Inc filed this 8-K on June 5, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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: June 5, 2020
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 5, 2208, the Board of Directors of Oragenics, Inc. (the Company” or “Oragenics”) approved a Second Amendment to the Employment Agreement (the “Second Amendment”) with Dr. Alan Joslyn, the Company’s President and Chief Executive Officer for the purpose of extending the term of his employment agreement for an additional two years, which Amendment was entered into effective June 6, 2020. All other terms of Dr. Joslyn’s Employment Agreement remain in full force and effect.
The foregoing summary is qualified in its entirety by the specific terms of the Second Amendment to the Employment Agreement attached as Exhibit 10.1 to this Form 8-K which is incorporated herein by reference.
Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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 5th day of June, 2020.
| ORAGENICS, INC. (Registrant) | ||
| BY: | /s/ Michael Sullivan | |
Michael Sullivan Chief Financial Officer | ||
Exhibit 10.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this “Second Amendment”) is effective on June 6, 2020 (the “Effective Date”), by and between Oragenics, Inc., a Florida corporation (the “Company”), and Alan Joslyn (the “Executive”) (Company and Executive may be referred to hereinafter individually, as a “Party” or collectively, as the “Parties”).
WHEREAS, the Company and Executive entered into that certain Employment Agreement on June 6, 2016 and on June 6, 2018 the Parties entered into that certain First Amendment to Employment Agreement to extend the term thereof for an additional two year period ending on June 6, 2020 (collectively the “Agreement”);
WHEREAS, the Company and Executive mutually desire to further amend the Agreement to extend the term of the Agreement for an additional two year period commencing on June 6, 2020 and ending on June 6, 2022; and
WHEREAS, the Company and Executive desire to maintain all of the terms and conditions of the Agreement and its incorporated exhibits except as modified herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Recitals. The Parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated herein by reference. | |
| 2. | Modification of Section 3 Term. Unless earlier terminated in accordance with the provisions of the Agreement, the Term (as defined in the Agreement) of the Agreement, shall be extended for an additional two (2) years beginning on the Agreement’s current expiration date and ending on June 6, 2022. | |
| 3. | Other Provisions Unaffected. Except as expressly modified and amended herein, all terms, conditions and covenants set forth in the Agreement are hereby reaffirmed and shall remain in full force and effect and unaffected by this Second Amendment; provided, however, that to the extent of any inconsistency between the terms of this Amendment and the Agreement, this Second Amendment shall control. | |
| 4. | Counterparts. This Second Amendment may be executed in any number of counterparts and it shall not be necessary for the parties to execute any of the same counterparts hereof. Counterparts to this Second Amendment may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the Parties have executed this Second Amendment to be effective as of the day and year first written above.
| COMPANY | ||
| Oragenics, Inc., a Florida corporation | ||
| By: | /s/ Michael Sullivan | |
| Name: | Michael Sullivan | |
| Title: | Chief Financial Officer | |
| EXECUTIVE | ||
| /s/ Alan Joslyn | ||
| Alan Joslyn | ||