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: December 1, 2009
(Date
of earliest event reported)
(Exact
name of registrant as specified in its charter)
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FL
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001-38122
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59-3410522
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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13700
Progress Blvd
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32615
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(Address
of principal executive offices)
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(Zip
Code)
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386-418-4018
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e) On
December 1, 2009 the Compensation Committee of the Company’s Board of Directors
met and determined to increase Chief Scientific Officer, Dr. Jeffrey Hillman’s
annual base salary from $180,000 to $200,000.
In
addition, the Compensation Committee administers the Company’s Amended and
Restated 2002 Stock Option and Incentive Plan (the
“Plan”). Employees, officers, directors, consultants and advisors of
the Company are eligible to be granted awards under the Plan.
The
Compensation Committee believes that the Company’s future success depends, in
large part, upon its ability to maintain a competitive position in attracting,
retaining and motivating key personnel. Accordingly, on December 1, 2009,
options to purchase a total of 5,631,800 shares of Company common stock which
are subject to time vesting and performance vesting were awarded to Company
executive officers and employees. The Company’s President and Chief
Executive Officer, Mr. David Hirsch, was awarded options to acquire an aggregate
of 1,337,500 shares of Company common stock; Dr. Hillman was awarded options to
acquire and aggregate of 1,025,000 shares of Company common stock, and Chief
Financial Officer, Mr. Brian Bohunicky was awarded options to acquire and
aggregate of 725,000 shares of Company common stock. These option
awards each have exercise prices of $0.27 per share, which was the closing price
on the date the Compensation Committee granted the options. These
option awards were made pursuant to individual award agreements substantially
similar to the form of Stock Option Agreement attached as an exhibit to the
Company’s Plan which has been previously filed with the SEC.
Of the
above total option share amounts awarded to Mr. Hirsch, Dr. Hillman and Mr.
Bohunicky, (i) 1,000,000, 700,000 and 500,000 shares, respectively, are time
vested and vest evenly on an annual basis over three years, subject to earlier
vesting upon a change in control of the Company as defined in the award
agreements; (ii) 112,500 , 100,000 and 100,000 shares respectively, vest upon
the first calendar quarter in which the Company reports a net profit in a Form
10-Q Report or Form 10-K Report and expire on the earlier of (a) December 1,
2019 or (b) such date the Company ceases to be required to file quarterly or
annual reports with the Securities and Exchange Commission (“SEC”), and (iii)
125,000, 125,000 and 125,000 shares, respectively, vest upon the Company
achieving certain performance goals tied to the shipment and invoicing of its
consumer products with a third of these options expiring if the Company has not
achieved the vesting performance targets by September 1, 2010, and another third
expiring if the Company has not achieved the vesting performance targets by
December 1, 2010, and another third expiring if the Company has not achieved the
vesting performance targets by March 1, 2011.
In
addition, included in the option shares awarded to Mr. Hirsch and Mr. Hillman,
are 100,000 shares each that are subject to vesting based on certain scientific
performance milestones being achieved. These options expire and are void unless they
become vested and exercisable on or before December 31, 2011. To the extent these options
become vested and
exercisable, they shall expire December 1, 2019.
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
December, 2009.
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ORAGENICS,
INC.
(Registrant)
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BY
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/s/ David
Hirsch |
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David
Hirsch |
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President
and Chief Executive Officer |
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