Exhibit
4.4
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.
SECURITIES
ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED
IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES
ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
OR
PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
OR
OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT
SUCH
REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER
THE
SECURITIES ACT.
Warrant
No.__________
WARRANT
TO PURCHASE SHARES OF COMMON STOCK OF
ORAGENICS,
INC.
THIS
CERTIFIES that, for value received, [_______________________________]
is
entitled to purchase from
Oragenics, Inc., a Florida corporation (the "Corporation"), subject to the
terms
and conditions hereof, [_________]
shares
(the "Warrant Shares") of common stock, $0.001 par value (the "Common Stock").
This warrant,
together with all warrants hereafter issued in exchange or substitution for
this
warrant, is referred to as the "Warrant" and the holder of this Warrant is
referred to as the "Holder." The number of Warrant Shares is subject to
adjustment
as hereinafter provided. Notwithstanding anything to the contrary contained
herein, this Warrant shall expire and
no
longer be exercisable at 5:00 p.m. Eastern Standard Time (EST) on [Two
years from the closing at which issued] (the
"Termination Date") provided however, that in the event the Corporation's Common
Stock trades on the Corporation’s Trading Market at or above $1.20 per share for
a period of fifteen (15) consecutive days during the term of this Warrant
the
corporation may accelerate the expiration date of this Warrant upon written
notice to the Holder, giving the Holder thirty
(30) days to exercise this warrant after which thirty-day period this Warrant
shall expire and no longer be exercisable.
1.
Exercise
of Warrants.
(a) The
Holder may, at any time prior to the Termination Date, exercise this Warrant
in
whole or in
part
at an exercise price per share equal to $.60 per share, subject to adjustment
as
provided herein (the "Warrant Price"),
by the surrender of this Warrant (properly endorsed) at the principal office
of
the Corporation, or at such other agency
or
office of the Corporation in the United States of America as the Corporation
may
designate by notice in writing to
the
Holder at the address of such Holder appearing on the books of the Corporation,
and by payment to the Corporation
of the Warrant Price in lawful money of the United States by check or wire
transfer for each share of Common
Stock being purchased. Upon any partial exercise of this Warrant, there shall
be
executed and issued to the Holder
a
new Warrant in respect of the shares of Common Stock as to which this Warrant
shall not have been exercised. In
the
event of the exercise of the rights represented by this Warrant, a certificate
or certificates for the Warrant Shares so purchased,
as applicable, registered in the name of the Holder, shall be delivered to
the
Holder hereof as soon as practicable
after the rights represented by this Warrant shall have been so
exercised.
(b) If,
but
only if, at any time after one year from the date of issuance of this Warrant
there is no effective
registration statement registering the resale of the Common Stock underlying
this Warrant by the Holder, this Warrant
may also be exercised at such time by means of a "cashless exercise" in which,
at any time prior to the Termination
Date, the Holder of this Warrant may, at its option, exchange this Warrant,
in
whole or in part (a "Warrant Exchange"),
into Warrant Shares by surrendering this Warrant at the principal office of
the
Corporation, accompanied by a
notice
stating such Holder's intent to effect such exchange, the number of Warrant
Shares to be exchanged and the date on
which
the Holder requests that such Warrant Exchange occur (the "Notice of Exchange").
The Warrant Exchange shall
take place on the date specified in the Notice of Exchange or, if later, within
five (5) days of the date the Notice of Exchange
is received by the Corporation (the "Exchange Date"). Certificates for the
Warrant Shares issuable upon such Warrant
Exchange and, if applicable, a new Warrant of like tenor evidencing the balance
of the Warrant Shares remaining
subject to this Warrant, shall be issued as of the Exchange Date and delivered
to the Holder within three (3) business
days following the Exchange Date. In connection with any Warrant Exchange,
this
Warrant shall represent the right
to
subscribe for and acquire the number of Warrant Shares (rounded to the next
highest integer) equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:
(A) =
the
Closing Bid Price (as hereinafter defined) on the trading day preceding the
date
on which the Company
receives the Exercise Documentation;
(B) =
the
exercise price of this Warrant, as adjusted; and
(X)
= the
number of shares of Common Stock issuable upon exercise of this Warrant in
accordance with
the
terms of this Warrant.
2. Reservation
of Warrant Shares.
The
Corporation agrees that, prior to the expiration of this Warrant, it will at
all
times
have authorized and in reserve, and will keep available, solely for issuance
or
delivery upon the exercise of this Warrant,
the number of Warrant Shares as from time to time shall be issuable by the
Corporation upon the exercise of this Warrant.
3. No
Shareholder Rights.
This
Warrant shall not entitle the holder hereof to any voting rights or other rights
as a
shareholder of the Corporation.
4. Transferability
of Warrant.
Prior to
the Termination Date and subject to compliance with applicable laws,
this
Warrant and all rights hereunder are transferable, in whole or in part, at
the
office or agency of the Company by the Holder
in
person or by duly authorized attorney, upon surrender of this Warrant together
with the Assignment Form annexed
hereto properly endorsed for transfer.
5. Certain
Adjustments.
With
respect to any rights that Holder has to exercise this Warrant and convert
into
shares
of
Common Stock, Holder shall be entitled to the following adjustments:
(a) Merger
or Consolidation.
If at
any time there shall be a merger or a consolidation of the Corporation
with or into another corporation when the Corporation is not the surviving
corporation, then, as part of such merger
or
consolidation, lawful provision shall be made so that the holder hereof shall
thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment
of
the aggregate Warrant Price then in
effect, the number of shares of stock or other securities or property (including
cash) of the successor corporation resulting
from such merger or consolidation, to which the holder hereof as the holder
of
the stock deliverable upon exercise
of this Warrant would have been entitled in such merger or consolidation if
this
Warrant had been exercised immediately
before such merger or consolidation. In any such case, appropriate adjustment
shall be made in the application
of the provisions of this Warrant with respect to the rights and interests
of
the holder hereof as the holder of this
Warrant after the merger or consolidation.
(b) Reclassification.
Recapitalization, etc.
If the
Corporation at any time shall, by subdivision, combination
or reclassification of securities, recapitalization, automatic conversion,
or
other similar event affecting the number
or
character of outstanding shares of Common Stock, or otherwise, change any of
the
securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately
prior to such subdivision, combination, reclassification or other
change.
(c) Split
or Combination of Common Stock and Stock Dividend.
In case
the Corporation shall at any
time
subdivide, redivide, recapitalize, split (forward or reverse) or change its
outstanding shares of Common Stock into
a
greater number of shares or declare a dividend upon its Common Stock payable
solely in shares of Common Stock, the
Warrant Price shall be proportionately reduced and the number of Warrant Shares
proportionately increased. Conversely,
in case the outstanding shares of Common Stock of the Corporation shall be
combined into a smaller number of
shares, the Warrant Price shall be proportionately increased and the number
of
Warrant Shares proportionately reduced.
Notwithstanding the foregoing, in no event will the Warrant Price be reduced
below the par value of the Common
Stock.
6. Legend
and Stop Transfer Orders.
Unless
the Warrant Shares have been registered under the Securities Act, upon
exercise of any part of the Warrant, the Corporation shall instruct its transfer
agent to enter stop transfer orders with respect
to such Warrant Shares, and all certificates or instruments representing the
Warrant Shares shall bear on the face thereof
substantially the following legend:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.
SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
BEEN ISSUED
IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES
ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
OR
PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
OR
OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION
THEREFROM
UNDER THE SECURITIES ACT.
7.
Redemption.
The
Corporation shall have the right, upon 30 days' written notice to the Holder
("Redemption Notice"),
to redeem all or any portion of this Warrant at a price equal to $.001 per
Warrant Share, provided that (i) the Warrant
Shares have been registered for resale pursuant to the Securities Act, and
have
been freely tradable without restriction
or legend for at least the 30-day period preceding such notice and will continue
to be freely tradeable for at least 30 days following such redemption date
and
(ii) the Closing Bid Price (as hereinafter defined) for the Common Stock
has
been at least $1.20 (subject to adjustment to reflect forward or reverse stock
splits, stock dividends, recapitalizations
and the like) for the 15-trading day period immediately preceding the date
of
the Redemption Notice from
the
Corporation to the Holder. As used herein, "Closing Bid Price", shall mean
the
closing bid price of the Common
Stock as reported by the Corporation’s Trading Market on the date in question
(and,
if
no closing bid price is reported, the closing price as so reported, and if
neither the closing
bid price nor the closing price is so reported, the last reported price of
the
Common Stock as determined by an independent
evaluator mutually agreed to by the Holder and the Corporation). “Trading
Market” shall mean New York Stock Exchange, American Stock Exchange, NASDAQ,
OTC-BB or other market the Corporation’s common stock is primarily trading on at
the time.
8.
Miscellaneous.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of Florida. All the covenants and provisions of this Warrant by or for
the
benefit of the Corporation shall bind and inure to the
benefit of its successors and assigns hereunder. Nothing in this Warrant shall
be construed to give to any person or corporation
other than the Corporation and the holder of this Warrant any legal or equitable
right, remedy or claim under this Warrant. This Warrant shall be for the sole
and exclusive benefit of the Corporation and the holder of this Warrant.
The
section headings herein are for convenience only and are not part of this
Warrant and shall not affect the interpretation
hereof. Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of
this
Warrant, and of indemnity reasonably satisfactory to the Corporation, if lost,
stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, the Corporation shall execute
and deliver to the Holder a new Warrant
of like date, tenor and denomination.
IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
its
duly authorized officers
under its seal, this day
of ,
2005.
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ORAGENICS,
INC. |
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By: |
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Name: |
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Title: |
NOTICE
OF EXERCISE
TO:
ORAGENICS,
INC.
The
undersigned is the Holder of Warrant No. _____ (the “Warrant”) issued by
Oragenics, Inc., a Florida Corporation (the “Company”). Capitalized terms
used herein and not otherwise defined have the respective meanings set forth
in
the Warrant.
The
Warrant is currently exercisable to purchase a total of ______ Warrant
Shares.
The
undersigned hereby exercises its right to purchase _________ Warrant Shares
pursuant to the Warrant and delivers herewith the original Warrant certificate
in accordance with the terms of the Warrant and tenders herewith payment of
the
exercise price in full, together with all applicable transfer taxes, if
any.
Payment
shall take the form of (check applicable box):
¨
in
lawful money of the United States; or
¨
the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in Section 2(c) of the Warrant, to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in Section 2(c) of the
Warrant.
The
undersigned hereby requests that the Company issue a certificate or certificates
representing said Warrant Shares in the name of the undersigned or in such
other
name as is specified below:
The
Warrant Shares shall be delivered to the following:
_______________________________________________
_______________________________________________
_______________________________________________
Accredited
Investor.
The undersigned is an “accredited investor” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended.
Name
of Holder:
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Signature
of Authorized Signatory of Holder:
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Name
of Authorized Signatory:
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Title
of Authorized Signatory:
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Telephone
Number and E-Mail Address of Authorized Signatory:
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Date:
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(Signature
must conform in all respect to the name of Holder as specified on the face
of
the Warrant.)
ASSIGNMENT
FORM
(TO
ASSIGN THE FOREGOING WARRANT, EXECUTE THIS FORM AND SUPPLY REQUIRED INFORMATION.
DO NOT USE THIS FORM TO EXERCISE THE WARRANT.)
FOR
VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
sold, assigned and transferred to _______________________________ whose address
is ___________________________________________________________, and
_______________________ is hereby appointed attorney to transfer said rights
on
the books of Oragenics, Inc., with full power of substitution in the
premises.
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Holder’s
Signature:
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Holder’s
Address:
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Signature
Guaranteed:
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NOTE:
The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company.
Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.