January
5, 2010
Oragenics
Announces $2.5MM Equity Private Placement Financing, the Conversion of $1MM
Secured Note into Equity, and the Exercise of Certain Warrants and
Options
For Immediate
Release:
Alachua, FL (Date) – On
December 30, 2009, Oragenics, Inc. (the "Company") consummated a private
placement of equity pursuant to a Common Stock Purchase Agreement (the
"Agreement") with accredited investors. Pursuant to the terms of the Agreement,
the Company issued 10,016,250 shares of its Common Stock at a price of $0.25 per
share to the investors for $2,504,062.50, the payment of which consisted of the
following: $2,450,000 in cash at closing and $54,062.50 pursuant to the
cancellation of the same dollar amount of outstanding deferred compensation
obligation owed by the Company to Dr. Jeffrey Hillman. Approximately
half of the total investment, or $1,250,000, was made by the Koski Family
Limited Partnership (the "KFLP"). In conjunction with, and as a
condition to closing of the financing, the KFLP was issued 4,000,000 shares of
the Company's Common Stock at $0.25 per share, which was the same price per
share paid by the investors, in exchange for the cancellation of its $1.0
million secured note. The loan originally had been secured by
substantially all of the Company's assets (excluding receivables) and required
interest payments at the rate of Prime plus 4.0% which were payable
quarterly. The transaction was consummated pursuant to, and in
reliance upon, an exemption from registration set forth under Section 4(2) of
the Securities Act of 1933 as amended, as this transaction did not involve a
public offering.
Approximately
$1MM of the total proceeds from the financing will be allocated to further the
Company's development of its DPOLT synthetic chemistry platform, essential to
the production of the Company's lead antibiotic, MU 1140, subject to the goals
set forth by the two year NSF SBIR Phase II Grant received by the Company on
February 15th, 2008. This allocation makes the Company eligible to
receive up to $500K in matching funds from the NSF; however, there can be no
assurances that this matching grant will in fact be awarded.
Contemporaneously
with the financing transaction contemplated by the Agreement, the KFLP also
elected to exercise previously issued warrants (issued on June 30, 2009) to
purchase 1,000,000 shares of Company Common Stock. The warrants were
exercised through the payment by the KFLP of the warrant exercise price of $0.10
per share. Additionally, Christine L. Koski and Robert C. Koski, as Directors of
the Company, each exercised previously issued options to purchase 100,000 shares
of the Company's Common Stock at the option exercise price of $0.10 per
share. These options were automatically granted to both Christine and
Robert Koski when they became non-employee directors of the Company on June 30,
2009.3
David B.
Hirsch, the Company's President and CEO stated, "We are extremely pleased to
have consummated the private placement financing by the end of
2009. With the additional capital coupled with the conversion of the
secured note and the exercise in full of the previously issued warrant and
options our balance sheet going into 2010 was substantially
improved.”
About
Oragenics, Inc.
Oragenics,
Inc. is a biopharmaceutical
company engaged in developing proprietary technologies, some of which are
being commercialized and sold in the over-the-counter consumer healthcare
market. The company also has a number of products in discovery, preclinical and
clinical development, with a concentration in the main therapeutic areas of
infectious diseases, diagnostics and oral health. The company is located in
Progress Corporate Park at 13700 Progress Boulevard in Alachua, Florida,
approximately 15 miles from the campus of the University of Florida in
Gainesville.
Safe Harbor Statement: Under
the Private Securities Litigation Reform Act of 1995: This release includes
forward-looking statements that reflect the Company’s current views with respect
to future events and financial performance. These forward-looking statements are
based on management’s beliefs and assumptions and information currently
available. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,”
“project” and similar expressions that do not relate solely to historical
matters identify forward-looking statements. Investors should be cautious in
relying on forward-looking statements because they are subject to a variety of
risks, uncertainties, and other factors that could cause actual results to
differ materially from those expressed in any such forward-looking statements.
These factors include, but are not limited to those set forth in our most
recently filed annual report on Form 10-KSB and quarterly report on Form 10-Q,
and other factors detailed from time to time in filings with the U.S. Securities
and Exchange Commission. We expressly disclaim any responsibility to update
forward-looking statements.
For more
information about Oragenics,
visit www.oragenics.com. To schedule an interview with Mr. Hirsch,
contact Cara Downs at 818-907-5929 / cdowns@ssapr.com.
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CONTACT:
|
SSA
Public Relations
|
+ 1 (818) 907-5929
Cara Downs
cdowns@ssapr.com
Steve
Syatt
ssyatt@ssapr.com
Oragenics,
Inc.
+ 1 (386)
418-4018
David
Hirsch, President and CEO
dhirsch@oragenics.com