8-K 1 form8-k.htm

 

 

 

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: August 21, 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))

 

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 5.07 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:

 

PROPOSAL I: 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 

 

PROPOSAL II: 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 

 

PROPOSAL III: 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.

 

PROPOSAL IV: 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 24th day of August, 2020.

 

 

ORAGENICS, INC.

(Registrant)

   
  BY: /s/ Michael Sullivan
    Michael Sullivan
    Chief Financial Officer