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
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
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”).
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
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:
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 13th, 2005 • Oragenics Inc • Pharmaceutical preparations • Florida
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.”
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.
WARRANT INDENTURE _____________________________________________________________ _____________________________ THIS WARRANT INDENTURE is dated as of March 28, 2003, BETWEEN: ORAGENICS, INC., a Florida company located at 12085 Research Drive, Alachua,...Warrant Indenture • May 5th, 2003 • Oragenics Inc • Pharmaceutical preparations • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on trust business in the Province of British Columbia and having a branch office at 4th Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2017 • Oragenics Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 8th day of November, 2017 by and among Oragenics, Inc., a Florida corporation (the “Company”), and each of the several holders of Registrable Securities (as defined below) signatory hereto (each such holder, a “Holder” and, collectively, the “Holders”). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement dated November 8, 2017 by and among the Company and the other parties signatory thereto (the “Purchase Agreement”) unless otherwise defined herein.
Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • October 5th, 2010 • Oragenics Inc • Pharmaceutical preparations • New York
Introductory. Oragenics, Inc., a Florida corporation (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I (the “Underwriters”), for whom ThinkEquity LLC is acting as representative (the “Representative”), an aggregate of _________ shares (the “Underwritten Securities”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The Company also proposes to issue and sell at the Underwriters’ option, solely to cover over-allotments, an aggregate of up to _________ additional shares of Common Stock (the “Option Securities”, and together with the Underwritten Securities, the “Securities”) as set forth below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 27th, 2016 • Oragenics Inc • Pharmaceutical preparations • Florida
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of June 24, 2016 (the “Effective Date”), by and between ProBiora Health, LLC, a Delaware limited liability company (the “Recipient”) and Oragenics, Inc., a Florida corporation (“Provider” and together with the Recipient, the “Parties”).
ASSET PURCHASE AGREEMENT By and Among PROBIORA HEALTH, LLC, a Delaware limited liability company (“Buyer”), CHRISTINE L. KOSKI, The Sole Member and Manager of Buyer and a Personal Guarantor (“Koski”), and ORAGENICS, INC., a Florida corporation...Asset Purchase Agreement • June 23rd, 2016 • Oragenics Inc • Pharmaceutical preparations • Florida
This Asset Purchase Agreement (this “Agreement”) is entered into effective as of June 22, 2016 by and among ProBiora Health, LLC, a Delaware limited liability company (the “Buyer”), Christine L. Koski (“Koski”), the sole member and manager of Buyer and a personal guarantor (“Guarantor”) of certain of the payment obligations of Buyer, and Oragenics, Inc., a Florida corporation (the “Seller”). Buyer, Koski, and Seller are referred to collectively in this Agreement as the “Parties.”
POOLING AGREEMENTPooling Agreement • April 9th, 2003 • Oragenics Inc • Pharmaceutical preparations • British Columbia
This Agreement is being entered into by the Parties in connection with the proposed distribution (the IPO), by the 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 29th, 2023 • Oragenics Inc • Pharmaceutical preparations
This Executive Employment Agreement (the “Agreement”) dated as of December 28, 2023 (the “Effective Date”), is by and between ORAGENICS, INC., a Florida corporation, (the “Company”), and JOSEPH MICHAEL REDMOND (the “Executive”).
