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 (Date of earliest event reported): December 5, 2008
ORAGENICS,
INC.
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(Exact
name of registrant as specified in its charter)
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Florida
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000-50614
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59-3410522
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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13700 Progress
Boulevard, Alachua, Florida 32615
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(Address
of principal executive offices)(Zip Code)
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Registrant’s
telephone number, including area code:
(386)
418-4018
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Not
applicable
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(Former
name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
ý
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))
Section
7 - Regulation FD
Item
7.01
Regulation
FD Disclosure
Announcement
of Proposed Rights Offering
On
December 5, 2008, the Company announced its intention to distribute transferable
rights to the holders of its common stock. The Company expects to issue the
rights at a ratio of one-half right for each share of common stock outstanding.
For every two rights held, rights holders will be able to subscribe for one
transferable units consisting of one share of common stock and one common stock
purchase warrant with an exercise price and term do be determined. The Company
intends to file a registration statement under the Securities Act of 1933 to
register the rights, the common stock issuable upon exercise of the rights,
the
warrants, and the common stock issuable upon exercise of the warrants. The
Company also expects to enter into a dealer manager agreement with a securities
dealer. It expects that the agreement will provide that the dealer manager
will
solicit exercise of the rights and also underwrite the units not subscribed
for
in the rights offering on a best efforts basis.
The
Company’s announcement noted that the Company has not entered into any
definitive agreement with respect to the rights offering and that the terms
of
the rights offering are subject to change in the discretion of the Company’s
board of directors.
A
copy of
the Company’s press release announcing the proposed rights offering notification
from Alternext US is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference
.
Section
9 - Financial Statements and Exhibits
Item
9.01
Financial Statements and Exhibits.
(a)
Exhibits
Exhibit
No.
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Description
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99.1
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Press
Release of Oragenics, Inc. dated December 5,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
December
5, 2008
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ORAGENICS,
INC.
By:
/s/
David B.
Hirsch
David
B. Hirsch
Chief
Financial Officer
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