Oragenics, Inc. (NYSEAM:OGEN) entered into an Asset Purchase Agreement to acquire Assets related to proprietary neurological drug therapies and technologies of Odyssey Health, Inc. on October 4, 2023. Consideration for the asset purchase is (i) $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock. The cash is to be paid in two installments: $500,000 upon the execution of the Purchase Agreement and $500,000 upon the earlier of (a) the closing of the Purchase Agreement (the ? Closing ?), (b) within three (3) business days after the date that the Company has obtained the its stockholders? approval approving the Odyssey Asset Purchase. After closing this transaction, certain members of Odyssey management intend to join Oragenics. Closing of the transaction is subject to the satisfaction of customary closing conditions, of which there can be no assurance. The closing conditions include: (1) Odyssey shall have obtained all required consents to the Odyssey Asset Purchase; (2) Odyssey shall have obtained its shareholders? approval to the Odyssey Asset Purchase; (3) the Oragenics? shareholders shall have approved (a) the increase in the its authorized Common Stock from 4,166,666 to 350,000,000 and (b) the conversion of the Series F Preferred Stock into Common Stock; (4) no material adverse change shall have occurred to the Purchased Assets; (5) Oragenics must have at least $5,000,000 in cash at Closing; and (6) Oragenics must have completed its due diligence of the Purchased Assets to its satisfaction. The closing of the Odyssey Asset Purchase is expected to close at the end of the fourth quarter of 2023. Mark Catchur of Shumaker, Loop & Kendrick, LLP acted as legal advisor to Oragenics, Inc. Joshua D. Brinen, Esq of Brinen & Associates, LLC acted as legal advisor to Odyssey Health, Inc.
As December 12, 2023, Odyssey Health, Inc. received stockholder approval.

Oragenics, Inc. (NYSEAM:OGEN) completed the acquisition of Assets related to proprietary neurological drug therapies and technologies of Odyssey Health, Inc. on December 28, 2023. In connection with the Closing of the Odyssey Purchase Agreement and as contemplated by the Purchase Agreement, effective as of the Closing, Oragenics, Inc. entered into an Executive Employment Agreement with Joseph Michael Redmond, pursuant to which he will serve as the President of the Oragenics, Inc. Ms. Kimberly Murphy, who had served as the President and Chief Executive Officer of the Oragenics, Inc. prior to the closing of the Odyssey Purchase Agreement, shall continue to serve as the Oragenics, Inc.?s Chief Executive Officer and as a member of the Oragenics, Inc.?s Board of Directors.