Oragenics Inc 8-K, filed May 3, 2021
Oragenics Inc (OGEN)
About this 8-K
Oragenics Inc filed this 8-K on May 3, 2021, reporting on events of May 2, 2021.
Items reported
- 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: May 2, 2021
(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.
Effective May 2, 2021, Dr. Alan Joslyn resigned as President, Chief Executive Officer and director of the Company to pursue other opportunities. Dr. Joslyn’s resignation was not due to any disagreement with the Company on any matter related to its operations, policies or practices. The Company expects to enter into a Separation, Severance and Release Agreement with Dr. Joslyn providing him with the benefits under his employment agreement with the Company for a separation without cause.
The Board of Directors will provide direction to the Company with Dr. Frederick Telling transitioning from Chairman of the Board to the newly established positon of Executive Chairman, effective immediately. In addition, the Company’s Chief Financial Officer, Mr. Michael Sullivan, will serve as the interim principal executive officer of the Company. A copy of the May 3, 2021 press release announcing the Changes in Management and Board of Directors is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the Company’s bylaws, as amended, and effective in connection with Dr. Joslyn’s resignation, the Company’s board of directors approved a decrease in the size of the board of directors from six (6) to five (5) individuals.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 3, 2021. | |
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 3rd day of May, 2021.
ORAGENICS, INC. (Registrant) | ||
| BY: | /s/ Michael Sullivan | |
| Michael Sullivan | ||
| Chief Financial Officer | ||
Exhibit 99.1
Oragenics Announce Changes in Management and Board of Directors
TAMPA, Fla. (May 3, 2021) – Oragenics, Inc. (NYSE American: OGEN) (“Oragenics” or the “Company”) announced that on May 2, 2021, Dr. Alan Joslyn resigned as Chief Executive Officer, President and director of Oragenics, Inc. to pursue other opportunities.
During the interim period before a new CEO is hired, the Board of Directors will provide direction to the Company, with Dr. Frederick Telling transitioning from Chairman of the Board to the newly established position of Executive Chairman, effective immediately. Mr. Sullivan, the Company’s current Chief Financial Officer, will serve as the Company’s interim principal executive officer to address the vacancy created by Dr. Joslyn’s resignation.
Speaking for the Board of Directors, Dr. Telling stated: “The Company has in place a team of qualified and experienced vaccine development consultants engaged and working on our Terra CoV-2 vaccine product candidate and we are in the process of seeking a seasoned vaccine development executive to lead our vaccine program.” Dr. Telling continued, “Through Dr. Joslyn’s efforts the Company began the transition to vaccine development and closed several substantial financings to advance the development of our Terra CoV-2 vaccine and continue to fund the Company’s operations, which has positioned the Company for future growth. I want to thank Dr. Joslyn for his efforts on behalf of the Company, and am confident he will be successful in his future endeavors.”
About Oragenics, Inc.
Oragenics, Inc. is focused on the creation of the Terra CoV-2 vaccine candidate to combat the novel coronavirus pandemic and the further development of effective treatments for novel antibiotics against infectious diseases. The Company is dedicated to the development and commercialization of a vaccine candidate providing specific immunity from novel coronavirus. The Terra CoV-2 immunization leverages coronavirus spike protein research conducted by the National Institutes of Health. In addition, Oragenics has an exclusive worldwide channel collaboration with Eleszto Genetika, Inc. relating to the development of novel lantibiotics.
For more information about Oragenics, please visit www.oragenics.com.
Contacts:
Oragenics, Inc.
Michael Sullivan, Chief Financial Officer
813-286-7900
msullivan@oragenics.com
or
LHA Investor Relations
Kim Golodetz
212-838-3777
kgolodetz@lhai.com
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