Oragenics : Initial registration statement for securities to be offered to employees pursuant to employee benefit plans Related Documents EX-5.1 EX-23.1

As Filed with the Securities and Exchange Commission on June 24, 2019

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORAGENICS, INC.

(Exact name of registrant as specified in its charter)

FLORIDA		59-3410522
(State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

4902 Eisenhower Boulevard, Suite 125

Tampa, Florida 33634

813-286-7900

(Address, including zip code, and telephone number, including area code of registrant's principal executive offices)

2012 EQUITY INCENTIVE PLAN

(Full Title of the Plans)

Alan Joslyn,

President and Chief Executive Officer.

4902 Eisenhower Boulevard, Suite 125

Tampa, Florida 33634

813-286-7900

(Name, Address and Telephone number of Agent for Service)

Copies to:

Mark A. Catchur, Esquire

Shumaker, Loop & Kendrick, LLP

101 E. Kennedy Blvd., Suite 2800

Tampa, Florida 33602

[phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or a smaller reporting company. See the definitions of 'large accelerated filer,' 'accelerated filer' and 'smaller reporting company' in Rule 12b-2of the Exchange Act.

Large Accelerated Filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES TO BE REGISTERED(1)		AMOUNT TO BE REGISTERED(2)		PROPOSED MAXIMUM OFFERING PRICE PER SHARE(3)		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(3)		AMOUNT OF REGISTRATION FEE(3)
Common Stock $0.001 Par Value		6,000,000		$0.48		$2,880,000		$349.06

(1)		The securities to be registered include options and awards to acquire common stock.
(2)		This Registration Statement registers an additional 6,000,000 shares of Company common stock for issuance pursuant to the Company's 2012 Equity Incentive Plan (which is an amendment and restatement of the Company's Amended and Restated 2002 Stock Option and Incentive Plan) (the 'Plan'). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers any additional number of shares as may be available under the Plan in the event of a stock dividend, stock split, recapitalization or other similar change to the Common Stock.
(3)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended based upon the closing price per share of our Common Stock as reported on NYSE American, on June 20, 2019.