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).
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”).
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”).
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
