Oragenics Inc Sample Contracts
FORM OF REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT oragenics, inc.Common Stock Purchase Warrant • September 5th, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 4, 2025 (the “Initial Exercise Date”) and until September 4, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oragenics, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2018 • Oragenics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 6, 2018, between Oragenics, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.1 MEMORANDUM OF AGREEMENT Agreement, dated this 9th day of February, 2004 between iviGENE CORPORATION, of Alachua, Florida and ORAGENICS, INC., of Alachua, Florida. I. iviGene possesses certain technologies and certain target molecules...Memorandum of Agreement • August 11th, 2004 • Oragenics Inc • Pharmaceutical preparations
UNDERWRITING AGREEMENT between ORAGENICS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters ORAGENICS, INC.Underwriting Agreement • March 1st, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
The undersigned, Oragenics, Inc., a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WHEREAS:Common Stock Purchase Agreement • May 23rd, 2005 • Oragenics Inc • Pharmaceutical preparations • Florida
Lease Annual Net Annual Net Monthly Payment Year: Rent/RSF: Rent: Rent:Lease Agreement • March 14th, 2005 • Oragenics Inc • Pharmaceutical preparations
DEFINITIONSSecurities Purchase Agreement • March 10th, 2006 • Oragenics Inc • Pharmaceutical preparations • Florida
COMMON STOCK PURCHASE WARRANT ORAGENICS, INC.Common Stock Purchase Warrant • April 10th, 2018 • Oragenics Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 6, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 10, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oragenics, Inc., a Florida corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Oragenics, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of September 4, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 5th, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of September 4, 2024 (“Agreement”), between Oragenics, Inc., a Florida corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • February 24th, 2023 • Oragenics Inc • Pharmaceutical preparations • New York
Oragenics, Inc., a corporation organized under the laws of Florida (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 6, 2006, by and among Oragenics, Inc, a Florida corporation (the "Company"), and the persons signatory hereto (each...Registration Rights Agreement • March 10th, 2006 • Oragenics Inc • Pharmaceutical preparations • Florida
ORAGENICS, INC. UNDERWRITING AGREEMENT 14,189,189 Shares of Common StockUnderwriting Agreement • November 24th, 2020 • Oragenics Inc • Pharmaceutical preparations • New York
Oragenics, Inc., a company incorporated under the laws of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Oragenics, Inc., the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter named in Schedule I hereto (the “Underwriter”), an aggregate of 14,189,189 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth herein, up to an additional 2,128,378 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are collectively referred to as the “Shares.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September [__], 2024, between Oragenics, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • May 13th, 2005 • Oragenics Inc • Pharmaceutical preparations • Florida
16,666,668 SHARES OF COMMON STOCK 8,333,334 SERIES 1 WARRANTS AND 8,333,334 SERIES 2 WARRANTS OF ORAGENICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2019 • Oragenics Inc • Pharmaceutical preparations • New York
The undersigned, Oragenics, Inc., a company incorporated under the laws of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Oragenics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
oragenics, INC. COMMON STOCK SALES AGREEMENTSales Agreement • February 1st, 2021 • Oragenics Inc • Pharmaceutical preparations • New York
Oragenics, Inc., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
WHEREAS:Registration Rights Agreement • May 23rd, 2005 • Oragenics Inc • Pharmaceutical preparations • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2025 • Oragenics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2025, between Oragenics, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH...Warrant Agreement • May 4th, 2020 • Oragenics Inc • Pharmaceutical preparations • Florida
This Warrant is issued pursuant to that certain Stock Purchase Agreement dated May 1, 2020 by and among the Company and the stockholder (the “Purchase Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 5th, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between Oragenics, Inc., a Florida corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) under the Registration Statement (as defined below). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities. The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the Purchasers and nothing her
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK oragenics, inc.Pre-Funded Warrant Agreement • September 5th, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______________, 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full, to subscribe for and purchase from Oragenics, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certifi
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2020 • Oragenics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, and is between Oragenics, Inc., a company incorporated under the laws of Florida (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • August 9th, 2024 • Oragenics Inc • Pharmaceutical preparations • New York
Oragenics, Inc., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2025 • Oragenics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2025, between Oragenics, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 13th, 2005 • Oragenics Inc • Pharmaceutical preparations • Florida
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 14th, 2025 • Oragenics Inc • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between Oragenics, Inc., a Florida corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed private offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act. The Company and Dawson hereby mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed to suggest that Dawson would have the power or authority to bind the Company or an o
ORAGENICS, Inc. - Lock-up Agreement March 13, 2025Lock-Up Agreement • March 14th, 2025 • Oragenics Inc • Pharmaceutical preparations
The undersigned understands that Oragenics, Inc., a Florida corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on March 13, 2025 with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature pages of the SPA, providing for the private placement (the “Transaction”) of senior secured notes and shares of Series G Mirroring Preferred Stock, par value $0.0001 per share, of the Company (“Shares”).
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT AGREEMENTTransfer Agent, Registrar and Dividend Disbursing Agent Agreement • April 9th, 2003 • Oragenics Inc • Pharmaceutical preparations • British Columbia
ORAGENICS, INC., a company incorporated under the laws of Florida, United States of America, with an office in the City of Alachua, in the State of Florida
Oragenics, Inc.Placement Agent Agreement • December 28th, 2020 • Oragenics Inc • Pharmaceutical preparations • New York
EXCLUSIVE CHANNEL COLLABORATION AGREEMENTExclusive Channel Collaboration Agreement • June 11th, 2015 • Oragenics Inc • Pharmaceutical preparations • New York
THIS EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of June 9, 2015 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876, U.S.A. (“Intrexon”), Intrexon Actobiotics NV, a naamloze vennootschap under Belgian law with registered offices at Technologiepark 4, 9052 Zwijnaarde (CBE no. 0882.251.820 (Ghent), Belgium (“Actobiotics”), and ORAGENICS, INC., a Florida corporation having its principal place of business at 4902 Eisenhower Boulevard, Suite 125, Tampa, FL 33634, U.S.A. (“Oragenics”). Intrexon and Actobiotics together on the one hand and Oragenics on the other hand may be referred to herein individually as a “Party”, and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2025 • Oragenics Inc • Pharmaceutical preparations
This Executive Employment Agreement (the “Agreement”) dated as of May 2, 2025 (the “Effective Date”), is by and between ORAGENICS, INC., a Florida corporation, (the “Company”), and JANET HUFFMAN (the “Executive”).
FORM OF SENIOR NOTE]Senior Note • March 14th, 2025 • Oragenics Inc • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2006 • Oragenics Inc • Pharmaceutical preparations • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2005, by and among Oragenics, Inc, a Florida corporation (the “Company”), and the persons signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2003 • Oragenics Inc • Pharmaceutical preparations • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the ____ day of April, 2002, by and among Oragenics, Inc., a Florida corporation ("Oragenics") and the purchasers listed on Schedule I hereto (each such person a "Seller" and, collectively, the "Sellers").
ESCROW AGREEMENT UNDER NATIONAL POLICY 46-201Escrow Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the proposed distribution (the IPO), by the Issuer, an emerging issuer, of 2,000,000 Units (the "Units") consisting of one share of common stock (the "Shares"), one half of one Series A warrant (the "Series A Warrants") and one half of one Series B warrant (the "Series B Warrants") by prospectus.