IPO - ORAGENICS INC

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Form Type: 424B5

Filing Date: 2025-07-02

Corporate Action: Ipo

Type: New

Accession Number: 000164117225017466

Filing Summary: Oragenics Inc. is offering up to 660,000 shares of its Series H Non-Voting Convertible Preferred Stock and accompanying warrants to purchase an additional 660,000 shares. This offering is expected to raise approximately $16.5 million if the maximum number of shares is sold. Each share of Preferred Stock is priced at $25, with a conversion price also set at $25, potentially convertible into common stock based on specific conditions. The company has listed potential risks associated with the offering, including a loss of compliance with NYSE listing requirements and market conditions that can affect stock pricing. The proceeds from the offering will be used for general corporate purposes and possibly for research and development related to their neurology and infectious disease products. The offering is scheduled to close around July 2, 2025, with no minimum purchase requirements. Dawson James Securities, Inc. is acting as the placement agent for this offering, charging a fee of 7% on gross proceeds. Investors should consider the inherent risks as outlined in the “Risk Factors” section of the prospectus.

Additional details:

Share Price: 25.00


Total Shares Offered: 660000


Total Proceeds Estimated: 16500000


Placement Agent Fee Percentage: 7


Common Stock Symbol: OGEN


Form Type: S-1/A

Filing Date: 2025-06-30

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225017088

Filing Summary: Oragenics, Inc. has filed Amendment No. 1 to its Registration Statement on Form S-1 under the Securities Act of 1933 with the SEC. This amendment includes the form of Securities Purchase Agreement as an exhibit. The filing is intended to update and incorporate relevant documents and agreements but maintains the unchanged prospectus and details from the initial S-1 filing. The registration is categorized under the Securities Act, indicating the intention to register securities to be sold to the public. The company is classified as a smaller reporting company and an emerging growth company. The registration is presented with the timeline for potential sales occurring after this registration statement becomes effective.

Additional details:

Date Of Commencement Of Sale: Upon effectiveness


Is Large Accelerated Filer: No


Is Accelerated Filer: No


Is Non Accelerated Filer: Yes


Is Smaller Reporting Company: Yes


Is Emerging Growth Company: Yes


Form Type: S-1/A

Filing Date: 2025-01-08

Corporate Action: Ipo

Type: New

Accession Number: 000149315225001268

Filing Summary: Oragenics, Inc. has filed a Pre-Effective Amendment No. 2 to Form S-1 registration statement with the SEC to offer a public offering of up to 15,151,515 units. Each unit consists of one share of common stock and one common warrant or one Pre-Funded Warrant and one common warrant. The maximum offering amount is expected to raise around $5 million at an assumed public offering price of $0.33 per unit. The filing also includes details about fees to the placement agent, Dawson James Securities, Inc., and associated costs of approximately $350,000 for the offering. The document discusses risks involving liquidity, regulatory compliance, and the current stage of the company as a smaller reporting company engaged in the research and development of nasal delivery pharmaceutical medications, specifically its lead product ONP-002. This product aims to treat mild traumatic brain injury and the document highlights the acquisition of Neurology Assets from Odyssey Health, expanding its product portfolio. The anticipated timeline for development phases of ONP-002 is also provided.

Additional details:

Approximate Date Of Commencement Of Proposed Sale: From time to time after this registration statement becomes effective


Number Of Units Offered: 15,151,515


Assumed Public Offering Price Per Unit: $0.33


Total Public Offering Price: $5,000,000


Placement Agent Fees: $350,000


Proceeds Before Expenses: $4,650,000


Development Timeline: {"phase_1_complete":"Completed","phase_2a_estimated_start":"Q1 2025","phase_2b_estimated_start":"Q3 2025","phase_3_estimated_start":"Q4 2026"}


Number Of Conversion Shares: 8,000,000


Original Investment Amount: $1,000,000


Form Type: S-1/A

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: New

Accession Number: 000149315224052623

Filing Summary: Oragenics, Inc. is initiating a public offering of up to 15,151,515 units, where each unit consists of one share of common stock (or a pre-funded warrant) and one common warrant to purchase one share of common stock. The offering price is projected at $0.33 per unit based on the last reported sale price on December 13, 2024. Each common warrant will have an exercise price of $0.33 and will expire five years after issuance. There is a unique provision for purchasers whose ownership might exceed certain thresholds allowing them to purchase pre-funded warrants. The offering is facilitated by Dawson James Securities, Inc. as the placement agent, aligning with Oragenics' strategic direction following their recent acquisition of neurology assets from Odyssey Health, Inc. for $1,000,000 in cash and equity. This acquisition is aimed at advancing the development of ONP-002, a drug for treating mild traumatic brain injuries, which has completed Phase 1 trials. The offering may terminate by January 31, 2025, unless concluded earlier. The document stresses the risks associated with the investment, the lack of an active trading market for units, and further regulatory considerations that need to be met to convert newly created preferred stock into common shares, ensuring compliance with NYSE listing requirements.

Additional details:

Approximate Date Of Commencement: From time to time after registration becomes effective


Offering Type: public offering


Number Of Units: 15,151,515


Public Offering Price: $0.33


Exercise Price Common Warrant: $0.33


Placement Agent: Dawson James Securities, Inc.


Total Estimated Expenses: $350,000


Offer Termination Date: 2025-01-31


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