Oragenics acquires Odyssey's brain disorder assets for $1M cash and 8M convertible preferred shares

ORAGENICS INC

Deal consideration: $1M cash (half due at signing, half at closing or sooner) and 8M shares of Series F Preferred Stock convertible 1:1 into common after shareholder approvals.
Assets include drug candidates for mild traumatic brain injury (concussion) and Niemann Pick Disease Type C, plus a proprietary powder formulation and nasal delivery device.
Closing requires Oragenics shareholders to increase authorized common stock from ~4.17M to 350M shares and approve the conversion; Oragenics must also have at least $5M cash at closing.
Closing expected end of Q4 2023; Oragenics has previously struggled to obtain a quorum at shareholder meetings, creating execution risk.
Oragenics plans to present the shareholder approvals at its annual meeting scheduled for December 14, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

ORAGENICS INC entered into Purchase Agreement with Odyssey Health, Inc. valued at $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock (effective 2023-10-04).

Action: entry
Agreement: asset purchase
Counterparty: Odyssey Health, Inc.
Value: $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock
Effective: 2023-10-04

Exact text from the filing

On October 4, 2023, Oragenics, Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Purchase Agreement ”) with Odyssey Health, Inc., f/k/a Odyssey Group International, Inc., a Nevada corporation (“ Odyssey ”).

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Source: SEC EDGAR

accession 0001493152-23-035743

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