Washington, D.C. 20549






Amendment No. 2






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.


Date of Report: May 1, 2020

(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)



File Number)


(IRS Employer

Identification Number)


4902 Eisenhower Boulevard, Suite 125

Tampa, FL

(Address of principal executive offices)   (Zip Code)



(Registrant’s telephone number, including area code)



(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   OGEN   NYSE American


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






Introductory Note


On May 1, 2020, Oragenics, Inc. a Florida corporation (“Oragenics” or the “Company”), completed its acquisition of one hundred percent (100%) of the issued and outstanding common stock of Noachis Terra Inc., a privately-held Delaware corporation (“Noachis Terra”), dedicated to the development and commercialization of a vaccine candidate to provide specific immunity from the novel Severe Acute Respiratory Syndrome coronavirus (SARS-CoV-2), which causes the coronavirus disease 2019 (“COVID-19”), in accordance with the terms of a Stock Purchase Agreement, dated as of May 1, 2020 (the “Stock Purchase Agreement”), by and among the Company, Noachis Terra, and Mr. Joseph Hernandez, the sole shareholder of Noachis Terra (the “Transaction”).


On May 4, 2020, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting the Transaction. On May 29, 2020, the Company filed Amendment No.1 to its Form 8-K to provide (i) the historical audited financial statements of Noachis Terra Inc. from its inception on March 9, 2020 through March 31, 2020 and (ii) the preliminary unaudited pro forma condensed statements of income for the three months ended March 31, 2020, and unaudited pro forma condensed balance sheet as of March 31, 2020, as required by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K, respectively.


This Amendment No. 2 to Current Report on Form 8-K amends the Form 8-K/A to provide the unaudited pro forma condensed financial information to reflect the Company’s subsequent determination to account for the acquisition as an asset purchase rather than a business combination as previously reported.


Item 9.01. Financial Statements and Exhibits.


(b) Pro forma financial information.


The amended unaudited pro forma condensed balance sheet as of March 31, 2020, giving effect to the Transaction, is filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.


(d) Exhibits.





99.1   Amended Unaudited Pro Forma Condensed Financial Statements of Oragenics, Inc. as of and for the three months ended March 31, 2020.






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 14th day of August, 2020.





  BY: /s/ Michael Sullivan

Michael Sullivan

Chief Financial Officer