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
March 3, 2008
Date of Report (Date of earliest event reported)
ORAGENICS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 001-32188 | 59-3410522 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
13700 Progress Boulevard
Alachua, Florida 32615
(Address of principal executive offices including zip code)
(386) 418-4018
Registrant’s telephone number, including area code
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)) |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On February 29, 2008, Oragenics, Inc. (the “Company”) announced that 3,386,364 warrants to purchase common stock previously issued by the Company were exercised by twelve warrant holders, resulting in aggregate proceeds to the Company of $1,490,000. As previously reported by the Company on Form 8-K, the private placement offering and sale of the warrants was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933.
| Item 5.02 | Departure of Principal Officer; Appointment of Principal Officer |
On February 12, 2008, the Board appointed Mr. Stanley Stein, also a member of the Board, as interim Chief Executive Officer and President. The Company has agreed to a compensation arrangement with Mr. Stein and the material terms include an annual salary of $175,000. The expected tenure of his employment is until a permanent CEO is successfully recruited and retained.
There have been no changes with regards to other employees or the scientific and development team which will continue to work under Dr. Jeffrey Hillman’s direction.
| Item 9.01 | Financial Information and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 99.1 |
Press Release dated March 3, 2008 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| March 4, 2008 | ORAGENICS, INC. | |||
| (Registrant) | ||||
| BY: | /s/ Stanley B. Stein | |||
| Stanley B. Stein | ||||
| Interim President and Chief Executive Officer | ||||