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 20, 2019

(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))

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.  ☐

 

 

 


Item 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)    The 2019 annual meeting of shareholders of Oragenics, Inc. was held on June 20, 2019.

(b)    At the 2019 annual meeting, the following proposals were voted on by our shareholders:

PROPOSAL I:      Election of Directors.

Dr. Frederick Telling, Dr. Alan Joslyn, Mr. Robert Koski, Mr. Charles Pope, and Dr. Alan Dunton were each re-elected as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes were as follows:

 

     For    Withheld    Broker Non-
Votes

Dr. Frederick Telling

   12,402,122    567,518    19,882,039

Dr. Alan Joslyn

   12,417,727    551,913    19,882,039

Robert Koski

   12,378,361    591,279    19,882,039

Charles Pope

   12,342,871    626,769    19,882,039

Dr. Alan Dunton

   12,394,501    575,139    19,882,039

PROPOSAL II: To conduct a non-binding advisory vote on the desired frequency of a non-binding advisory vote on executive compensation. The votes were as follows:

 

ONE YEAR

     11,747,310  

TWO YEARS

     830,561  

THREE YEARS

     131,635  

ABSTAIN

     258,234  

BROKER NON-VOTES

     19,883,939  

PROPOSAL III: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:

 

FOR

     11,899,809  

AGAINST

     903,997  

ABSTAIN

     165,834  

BROKER NON-VOTES

     19,882,039  

PROPOSAL IV: To ratify the 2018 Amendment to the Company’s 2012 Equity Incentive Plan. The votes were as follows:

 

FOR

     11,780,268  

AGAINST

     1,123,725  

ABSTAIN

     65,647  

BROKER NON-VOTES

     19,882,039  

PROPOSAL V: Approval of an amendment to the Company’s 2012 Equity Incentive Plan. The votes were as follows:

 

FOR

     11,750,832  

AGAINST

     1,146,858  

ABSTAIN

     71,950  

BROKER NON-VOTES

     19,882,039  


PROPOSAL VI: Ratification of the selection of Mayer Hoffman McCann P.C. as the Company’s independent auditors for the year ending December 31, 2019. The votes were as follows:

 

FOR

     31,749,890  

AGAINST

     640,389  

ABSTAIN

     461,400  


Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

 

Exhibit

No.

   Description
4.1    2012 Equity Incentive Plan (incorporated by reference as Exhibit 4.1 to Form 8-K filed on October 25, 2012.
4.2    First Amendment to 2012 Equity Incentive Plan (incorporated by reference as Exhibit 4.2 to Form 8-K filed on May 5, 2017.)
4.3    Second Amendment to 2012 Equity Incentive Plan (incorporated by reference as Exhibit 4.3 to Form 8-K filed on December 29, 2017).
4.4    Third Amendment to 2012 Equity Incentive Plan (incorporated by reference as Exhibit 4.4 to Form 8-K filed on June 26, 2018).
4.5    Fourth Amendment to 2012 Equity Incentive Plan.


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 21 st day of June, 2019.

 

ORAGENICS, INC.
(Registrant)
BY:  

/s/ Michael Sullivan

  Michael Sullivan
  Chief Financial Officer

Exhibit 4.5

FOURTH AMENDMENT TO

AMENDED AND RESTATED

ORAGENICS, INC.

2012 EQUITY INCENTIVE PLAN

This Fourth Amendment to the Amended and Restated 2012 Equity Incentive Plan (the “2012 Incentive Plan” ) is made pursuant to Section 12 of the 2012 Incentive Plan.

Recitals:

WHEREAS, the 2012 Incentive Plan was originally adopted by the Company on August 6, 2012 and approved by the shareholders on October 23, 2012; and

WHEREAS, the Board of Directors believes it would be in the best interest of the Company and its shareholders to increase the authorized shares available under the 2012 Incentive Plan.

NOW THEREFORE, Section 4 titled “SHARES SUBJECT TO PLAN” is hereby amended as follows:

The reference to “2,250,000” is replaced with “8,250,000”, to reflect an increase in the shares reserved for use under the 2012 Incentive Plan.

All other terms and conditions of the 2012 Incentive Plan not otherwise modified hereby shall remain in full force and effect. The Amendment was approved by the Board of Directors on April 25, 2019 and submitted to the Company’s shareholders for approval in connection with the Company’s June 20, 2019 Annual Meeting of Shareholders.