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: June 3, 2011
(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) | ||
3000 Bayport Drive, Suite 685 Tampa, FL |
33607 | |||
(Address of principal executive offices) | (Zip Code) |
813-286-7900
(Registrants 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:
¨ | 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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On June 3, 2011, Oragenics, Inc. (the Company) again drew down on its existing Credit Facility, as defined below, in the amount of $500,000 and executed a Revolving Unsecured Promissory Note (the June 2011 Promissory Note) for such amount in favor of the Koski Family Limited Partnership (KFLP). The June Promissory Note matures on July 30, 2012.
The Company previously announced that it had entered into an unsecured revolving credit agreement (the Credit Facility) with the KFLP on July 30, 2010. Pursuant to the Credit Facility the Company was able to borrow up to $2.0 million from the KFLP at LIBOR plus 6.0%, subject to certain conditions precedent, including compliance with the Credit Facility. On January 24, 2011 the Company entered into a First Amendment to the Credit Facility (the First Amendment) to increase the available borrowing from $2,000,000 to $2,500,000 and simultaneously therewith the Company drew on the Credit Facility as amended by the First Amendment to borrow the additional $500,000 in available funds. On February 4, 2011, the Company entered into a Second Amendment (the Second Amendment) to the Credit Facility. Under the Second Amendment, the due date of the amounts outstanding under the Credit Facility, as amended was extended by one year from July 30, 2011 to July 30, 2012. The interest rate remained at LIBOR plus 6.0%. As a result of the Second Amendment, the Company increased its availability under the Credit Facility by an additional $2,500,000. The Credit Facility, as amended, was limited to $500,000 draws per month and the Company previously drew down on the Credit Facility in the amount of $500,000 in each of March, April and May 2011. With the June 2011 Promissory Note borrowing, the Company currently has an aggregate of $4,500,000 outstanding and owed under the Credit Facility, as amended, and $500,000 of remaining availability.
A copy of the June 2011 Promissory Note is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 | FINANCIAL INFORMATION AND EXHIBITS |
(d) Exhibits.
Number |
Description | |
10.1 |
Revolving Unsecured Promissory Note dated June 3, 2011. | |
10.2 |
Revolving Credit Agreement by and between the Koski Family Limited Partnership and Oragenics, Inc. dated July 30, 2010 and form of Revolving Unsecured Promissory Note¹ | |
10.3 |
Revolving Unsecured Promissory Note dated September 13, 2010² | |
10.4 |
Revolving Unsecured Promissory Note dated November 8, 2010³ | |
10.5 |
First Amendment to the Revolving Credit Agreement by and between the Koski Family Limited Partnership and Oragenics, Inc. dated January 24, 20114 | |
10.6 |
Revolving Unsecured Promissory Note dated January 24, 20114 | |
10.7 |
Second Amendment to Unsecured Revolving Credit Agreement between Oragenics and the Koki Family Limited Partnership dated February 4, 20115 |
10.8 |
Revolving Unsecured Promissory Note dated March 15, 20116 | |
10.9 |
Revolving Unsecured Promissory Note dated April 5, 20117 | |
10.10 |
Revolving Unsecured Promissory Note dated May 5, 20118 |
1 | Incorporated by reference to Form 8-K filed on August 2, 2010. |
2 | Incorporated by Reference to Form 8-K filed on September 16, 2010. |
3 | Incorporated by Reference to Form 10-Q filed on November 12, 2010. |
4 | Incorporated by reference to Form 8-K filed on January 28, 2011. |
5 | Incorporated by reference to Form 8-K filed on February 8, 2011. |
6 | Incorporated by reference to Form 8-K filed on March 15, 2011. |
7 | Incorporated by reference to Form 8-K filed on April 11, 2011. |
8 | Incorporated by reference to Form 10-Q filed on May 10, 2011. |
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 7th day of June, 2011.
ORAGENICS, INC. (Registrant) | ||
BY: | /s/ Brian Bohunicky | |
Brian Bohunicky Chief Financial Officer |