||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||Pursuant to the Stock Purchase Agreement dated May 1, 2020, between Oragenics, Inc. (the "Company") and the Reporting Person, the Company acquired one hundred percent of the total issued and outstanding stock of Noachis Terra Inc. In exchange, the Reporting Person received the following: (i) cash consideration equal to $1,925,000, of which approximately $500,000 has been applied to extinguish certain of Noachis Terra's liabilities (a portion of which were due to the Reporting Person); (ii) 9,200,000 restricted shares of the Company's common stock, which shares are subject to certain lockup restrictions; and (iii) warrants to purchase 9,200,000 shares of the Company's common stock.
||The warrants may not be exercised until the Company has obtained shareholder approval with respect to the exercisability of the warrants pursuant to the New York Stock Exchange American ("NYSE") requirements. Following such approval, the warrants may not be exercised until the earlier of (a) notification of BARDA's willingness to fund development of the TerraCoV2 vaccine product candidate, (b) phase 1 clinical results demonstrating activity, or (c) May 1, 2021.
||The Reporting Person is not entitled to exercise the warrant to the extent that such exercise would result in the Reporting Person beneficially owning more than 19.99% of the Company's outstanding common stock. This limitation on beneficial ownership may be increased, decreased or terminated, in the Reporting Person's sole discretion, upon 61 days' written notice to the Company by the Reporting Person.