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 6, 2018

(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)

4902 Eisenhower Boulevard, Suite 125  
Tampa, FL   33634
(Address of principal executive offices)   (Zip Code)

813-286-7900

(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))

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. ☐

 

 

 

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 8, 2018, the Board of Directors of Oragenics, Inc. (the Company” or “Oragenics”) approved a First Amendment to Employment Agreement (the “Amendment”) with Dr. Alan Joslyn, the Company’s President and Chief Executive Officer for the purpose of extending the term of his employment agreement for an additional two years which Amendment was entered into effective June 6, 2018. All other terms of Dr. Joslyn’s Employment Agreement remain in full force and effect.

The foregoing summary is qualified in its entirety by the specific terms of the First Amendment to Employment Agreement attached as Exhibit 10.1 to this Form 8-K which is incorporated herein by reference.

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    First Amendment to Employment Agreement between the Company and Alan Joslyn effective June 6, 2018.

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 11 th day of June, 2018.

 

ORAGENICS, INC.

(Registrant)

BY:   /s/ Michael Sullivan
 

Michael Sullivan

Chief Financial Officer

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “ Amendment ”) is effective on June 6, 2018 (the “Effective Date”), by and between Oragenics, Inc., a Florida corporation (the “ Company ”), and Alan Joslyn (the “ Executive ”) (Company and Executive may be referred to hereinafter individually, as a “ Party ” or collectively, as the “ Parties ”).

WHEREAS , the Company and Executive entered into that certain Employment Agreement (the “ Agreement ”) on June 6, 2016;

WHEREAS , the Initial Term of the Agreement (as extended for an additional twelve (12) months as provided in the Agreement) ends on June 6, 2018 (the “ Current Expiration Date ”);

WHEREAS , the Company and Executive mutually desire to extend the term of the Agreement for an additional two year period commencing on the Current Expiration Date and ending on June 6, 2020; and

WHEREAS , the Company and Executive desire to maintain all of the terms and conditions of the Agreement and its incorporated exhibits except as modified herein.

NOW THEREFORE , in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

  1. Recitals . The Parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated herein by reference.

 

  2. Modification of Section  3 Term . Unless earlier terminated in accordance with the provisions of the Agreement, the Term (as defined in the Agreement) of the Agreement shall be extended for two (2) years beginning on the Agreement’s Current Expiration Date and ending on June 6, 2020.

 

  3. Other Provisions Unaffected . Except as expressly modified and amended herein, all terms, conditions and covenants set forth in the Agreement are hereby reaffirmed and shall remain in full force and effect and unaffected by this Amendment; provided, however, that to the extent of any inconsistency between the terms of this Amendment and the Agreement, this Amendment shall control.

 

  4. Counterparts . This Agreement may be executed in any number of counterparts and it shall not be necessary for the parties to execute any of the same counterparts hereof. Counterparts to this Agreement may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF , the Parties have executed this Agreement to be effective as of the day and year first written above.

 

COMPANY
Oragenics, Inc., a Florida corporation
By:   /s/ Michael Sullivan
Name:   Michael Sullivan
Title:   Chief Financial Officer
EXECUTIVE
/s/ Alan Joslyn
Alan Joslyn