Hernandez Joseph Form 3 ORAGENICS / Joseph Hernandez ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hernandez Joseph

(Last) (First) (Middle)

15 E. PUTNAM AVENUE, SUITE 363

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2020

3. Issuer Name and Ticker or Trading Symbol
ORAGENICS INC [ OGEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	9,200,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase common stock(1)	(2)(3)	05/01/2025	Common Stock	9,200,000	1.25	D

Explanation of Responses:

1. Pursuant to the Stock Purchase Agreement dated May 1, 2020, between Oragenics, Inc. (the "Company") and the Reporting Person, the Company acquired one hundred percent of the total issued and outstanding stock of Noachis Terra Inc. In exchange, the Reporting Person received the following: (i) cash consideration equal to $1,925,000, of which approximately $500,000 has been applied to extinguish certain of Noachis Terra's liabilities (a portion of which were due to the Reporting Person); (ii) 9,200,000 restricted shares of the Company's common stock, which shares are subject to certain lockup restrictions; and (iii) warrants to purchase 9,200,000 shares of the Company's common stock.

2. The warrants may not be exercised until the Company has obtained shareholder approval with respect to the exercisability of the warrants pursuant to the New York Stock Exchange American ("NYSE") requirements. Following such approval, the warrants may not be exercised until the earlier of (a) notification of BARDA's willingness to fund development of the TerraCoV2 vaccine product candidate, (b) phase 1 clinical results demonstrating activity, or (c) May 1, 2021.

3. The Reporting Person is not entitled to exercise the warrant to the extent that such exercise would result in the Reporting Person beneficially owning more than 19.99% of the Company's outstanding common stock. This limitation on beneficial ownership may be increased, decreased or terminated, in the Reporting Person's sole discretion, upon 61 days' written notice to the Company by the Reporting Person.

	/s/ Joseph Hernandez	05/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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