Oragenics(OGEN)

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Oragenics(OGEN) - 2020 Q1 - Quarterly Report
2020-05-15 20:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-32188 ORAGENICS, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-3410522 (State or other jur ...
Oragenics(OGEN) - 2019 Q4 - Annual Report
2020-03-04 21:06
Part I [Business](index=6&type=section&id=ITEM%201.%20BUSINESS.) Oragenics, Inc. is a clinical-stage biopharmaceutical company developing treatments for oral mucositis and novel antibiotics through collaboration agreements - The company's primary focus is on developing treatments for **oral mucositis** and creating **novel antibiotics** against infectious diseases[19](index=19&type=chunk) Product Candidate Pipeline Status | Product/Candidate | Description | Application | Status | | :--- | :--- | :--- | :--- | | AG013 | Treatment of Oral Mucositis | Treatment of oral mucositis in cancer patients | Enrollment completed. Awaiting top-line results | | OG716 | A homolog of MU1140: Member of lantibiotic class of antibiotics | Healthcare-associated infections (e.g., C. difficile) | Nonclinical testing | [Oral Mucositis Program (AG013)](index=6&type=section&id=Oral%20Mucositis%20Program%20%28AG013%29) AG013, an oral rinsing solution for oral mucositis, has FDA Fast Track and EU Orphan Drug status, with Phase 2 results expected in H1 2020 - AG013 is an oral rinsing solution designed to deliver **human Trefoil Factor 1 (hTFF1)** to protect and regenerate the mucosal lining of the oral cavity in cancer patients suffering from oral mucositis[20](index=20&type=chunk) - The **Phase 2 clinical trial** for AG013 completed enrollment in December 2019, with top-line results expected in the **first half of 2020**[25](index=25&type=chunk) - AG013 has been granted **Fast Track designation** by the U.S. FDA and **Orphan Drug status** in the European Union, potentially expediting its development and review process[22](index=22&type=chunk) - Initial blinded data from the Phase 2 trial showed an overall **severe oral mucositis (SOM) incidence of 47%**, which the company believes is lower than historical data for this patient population[29](index=29&type=chunk) [Antibiotic Program (OG716 and Lantibiotics)](index=7&type=section&id=Antibiotic%20Program%20%28OG716%20and%20Lantibiotics%29) The company is developing OG716, a lantibiotic for C. diff infection, showing promising preclinical efficacy, with IND filing contingent on funding - The lead antibiotic candidate, **OG716**, is a new, orally-active homolog from the **MU1140 lantibiotic platform**, targeting C. difficile infections[36](index=36&type=chunk) - In preclinical animal models, OG716 demonstrated promising efficacy, reducing C. diff infections as measured by **increased animal survival, decreased relapse, and reduced production of toxins and spores**[36](index=36&type=chunk) - The company held a pre-IND meeting with the FDA for OG716 in Q3 2017; the **IND filing is subject to available capital and manufacturing progress**[51](index=51&type=chunk)[57](index=57&type=chunk) [Collaboration Agreements](index=13&type=section&id=Collaboration%20Agreements) Oragenics' programs are governed by Exclusive Channel Collaboration agreements with ILH Holdings and Precigen, outlining development, funding, and payment obligations Key Terms of Collaboration Agreements | Agreement | Partner | Product Program | Oragenics' Royalty/Sublicense Obligation | | :--- | :--- | :--- | :--- | | Lantibiotic ECC | ILH Holdings, Inc. | Lantibiotics (e.g., OG716) | 10% of net sales; 25% of sublicense revenue | | Oral Mucositis ECC | Precigen ActoBio Inc. | Oral Mucositis (AG013) | 12% of net sales; 25% of sublicense revenue | Potential Milestone Payments | Program | Milestone Event | Payment Amount | | :--- | :--- | :--- | | Lantibiotic | FDA Approval (New Product) | $25,000,000 | | Oral Mucositis | FDA Approval (New Product) | $27,500,000 | - In January 2020, Precigen assigned the Lantibiotic ECC to its affiliate **ILH Holdings, Inc.**, which was subsequently divested to **TS Biotechnology Holdings, LLC**[33](index=33&type=chunk)[50](index=50&type=chunk) [Government Regulations](index=17&type=section&id=Government%20Regulations) Product development is subject to extensive FDA regulation, requiring preclinical and multi-phase clinical trials for safety and efficacy, with special designations expediting review - Pharmaceutical product development requires **preclinical tests and three sequential phases of clinical trials** to establish safety and efficacy before submitting an NDA or BLA to the FDA for marketing approval[92](index=92&type=chunk)[96](index=96&type=chunk) - The FDA's **Fast Track program**, for which AG013 is designated, facilitates the development and expedites the review of drugs for serious conditions with unmet medical needs[98](index=98&type=chunk)[113](index=113&type=chunk) - The **Orphan Drug Act** provides incentives, including a **seven-year market exclusivity period** in the U.S., for drugs treating rare diseases affecting fewer than 200,000 people[112](index=112&type=chunk) - The company's operations are also subject to healthcare laws regarding **fraud and abuse** (e.g., Anti-Kickback Statute), **pricing and reimbursement policies**, and **data privacy regulations** like HIPAA[162](index=162&type=chunk)[168](index=168&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant financial losses, capital needs, operational risks in product development and regulatory approval, and stock-related risks including dilution and delisting [Risks Related to Our Business](index=35&type=section&id=Risks%20Related%20to%20Our%20Business) The company faces significant net losses, requires additional capital beyond Q2 2021, and has substantial risks in clinical trials, regulatory approval, manufacturing, and collaboration dependencies - The company has a history of significant losses, reporting a **net loss of approximately $15.6 million** for the year ended December 31, 2019, and an **accumulated deficit of $127.4 million**[186](index=186&type=chunk) - Existing cash resources are anticipated to be sufficient to fund operations only through the **second quarter of 2021**, necessitating future capital raises which may not be available on favorable terms[187](index=187&type=chunk)[190](index=190&type=chunk) - The company's success is highly dependent on obtaining **regulatory approval** for its product candidates, AG013 and OG716, which is a long, expensive, and uncertain process[196](index=196&type=chunk)[230](index=230&type=chunk) - There is a risk of being unable to produce **MU1140 homologs (like OG716) in large-scale commercial quantities**, which would prevent revenue generation from the antibiotic program[193](index=193&type=chunk) [Risks Related to Our Common Stock](index=65&type=section&id=Risks%20Related%20to%20Our%20Common%20Stock) Investment in common stock carries high risk, including potential NYSE American delisting, stock price volatility, and significant dilution from preferred stock conversions and warrant exercises - The company has previously been **non-compliant with NYSE American continued listing standards** and faces a risk of delisting if it fails to meet these standards in the future[305](index=305&type=chunk)[307](index=307&type=chunk) - Significant dilution could result from the conversion of outstanding **Series A and Series B Preferred Stock** and the exercise of warrants to purchase over **26.5 million shares of common stock**[313](index=313&type=chunk) - The **Series C Preferred Stock** has a liquidation preference senior to all other classes of stock and accrues dividends payable in additional shares of Series C Preferred Stock, which could negatively affect common stock value[309](index=309&type=chunk)[312](index=312&type=chunk) [Properties](index=72&type=section&id=ITEM%202.%20PROPERTIES.) The company leases a corporate office in Tampa and a research facility in Alachua, with recent lease extensions for both locations Leased Properties | Location | Type | Size (sq. ft.) | 2019 Lease Cost | | :--- | :--- | :--- | :--- | | Tampa, FL | Corporate Office | ~2,207 | ~$64,000 | | Alachua, FL | Research Facility | ~5,300 | ~$154,000 | Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=73&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) The company's common stock trades on NYSE American (OGEN) with no cash dividends, while Series C Preferred Stock accrues dividends in kind at an increased rate - The company's common stock is listed on the **NYSE American** under the ticker symbol "**OGEN**"[341](index=341&type=chunk) - No cash dividends have been paid on common stock, and none are anticipated, as earnings are intended to be retained to finance growth[342](index=342&type=chunk) - The **Series C Preferred Stock dividend rate increased from 12% to 20% per year** after May 10, 2019, with dividends paid in additional shares of Series C Preferred Stock[343](index=343&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=74&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) The company reported no revenue, with net loss increasing to $15.6 million in 2019 due to higher R&D, and requires additional financing beyond Q2 2021 despite current cash reserves [Results of Operations](index=81&type=section&id=Results%20of%20Operations) Net loss increased to $15.6 million in 2019 from $9.9 million in 2018, primarily due to a 103% rise in R&D expenses to $12.1 million Comparison of Results of Operations (Years Ended December 31) | Metric | 2019 | 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue, net | $0 | $0 | N/A | | Research and Development | $12,120,318 | $5,971,833 | 103.0% | | General and Administrative | $3,757,251 | $4,022,307 | (6.6%) | | **Loss from Operations** | **($15,877,569)** | **($9,994,140)** | **58.9%** | | **Net Loss** | **($15,566,003)** | **($9,914,141)** | **57.0%** | - The **$6.1 million (103%) increase in R&D expenses in 2019** was primarily due to increased costs for clinical trial work under the Oral Mucositis ECC and other work under the Lantibiotic ECC[397](index=397&type=chunk) [Liquidity and Capital Resources](index=83&type=section&id=Liquidity%20and%20Capital%20Resources) Funded by equity sales, the company held $18.3 million cash as of Dec 2019, sufficient until Q2 2021, requiring further capital after using $13.0 million in operations - The company believes its **cash and cash equivalents of $18.3 million** as of December 31, 2019, are sufficient to fund operations through the **second quarter of 2021**[400](index=400&type=chunk)[434](index=434&type=chunk) Key Liquidity Metrics (as of December 31, 2019) | Metric | Amount | | :--- | :--- | | Cash and cash equivalents | $18,267,994 | | Working capital surplus | $16,987,690 | | Accumulated deficit | ($127,352,826) | - In March 2019, the company closed an underwritten public offering for **gross proceeds of approximately $12.5 million**, selling 16.7 million shares of common stock and accompanying warrants[425](index=425&type=chunk) [Controls and Procedures](index=90&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES.) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with no significant changes reported - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2019[445](index=445&type=chunk) - Management's assessment, based on the 2013 COSO framework, concluded that the company's **internal control over financial reporting was effective** as of December 31, 2019[453](index=453&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) The company's five-member board, with a majority of independent directors, includes key executives and operates through standing committees under a code of ethics Key Management & Board Members | Name | Position | | :--- | :--- | | Dr. Frederick W. Telling, Ph.D. | Chairman and Director | | Alan Joslyn, Ph.D. | President, Chief Executive Officer and Director | | Michael Sullivan | Chief Financial Officer, Secretary and Treasurer | - The Board of Directors has determined that a **majority of its members are independent** under NYSE American listing standards[476](index=476&type=chunk) [Executive Compensation](index=97&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION.) 2019 executive compensation included salary, performance bonuses, and equity awards, with CEO Alan Joslyn receiving $488,394 total, and non-employee directors receiving cash and equity 2019 Summary Compensation Table | Name and Principal Position | Year | Salary | Bonus | Total Compensation | | :--- | :--- | :--- | :--- | :--- | | Dr. Alan Joslyn, President and CEO | 2019 | $367,500 | $87,282 | $488,394 | | Michael O. Sullivan, CFO | 2019 | $229,950 | $76,458 | $313,307 | | Dr. Martin Handfield, SVP Discovery Research | 2019 | $205,380 | $33,374 | $244,916 | - The 2019 bonus plan provided for target bonuses of up to **50% of base salary for the CEO**, 35% for the CFO, and 25% for the SVP of Discovery Research, based on achieving corporate and individual objectives[503](index=503&type=chunk) - Non-employee directors received an annual base fee of **$45,000**, additional fees for committee service, and an annual equity award valued at **$75,000 in 2019**[546](index=546&type=chunk)[550](index=550&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=111&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS.) As of Feb 25, 2020, directors and officers collectively owned 11.4% of common stock, with Intracoastal Capital LLC holding 6.7% - As of February 25, 2020, all directors and executive officers as a group beneficially owned **5,723,454 shares**, representing **11.4% of the outstanding common stock**[560](index=560&type=chunk) - Intracoastal Capital LLC reported beneficial ownership of **3,333,334 shares**, or **6.7% of the common stock**, primarily through warrants[560](index=560&type=chunk)[561](index=561&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=114&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE.) Certain directors and the CEO participated in the company's 2018 and 2019 public offerings, purchasing shares and warrants, with transactions approved by the Audit Committee - Directors **Frederick Telling and Alan Dunton** participated in the July 2018 underwritten public offering[566](index=566&type=chunk) - Director **Frederick Telling and CEO Alan Joslyn** participated in the March 2019 underwritten public offering[572](index=572&type=chunk) [Principal Accountant Fees and Services](index=115&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES.) Mayer Hoffman McCann P.C. served as the principal accountant, billing $163,700 in 2019 and $164,250 in 2018, primarily for audit services Accountant Fees | Services Rendered | 2019 | 2018 | | :--- | :--- | :--- | | Audit Fees | $151,500 | $155,000 | | Tax Fees | $12,200 | $9,250 | | **Total Fees** | **$163,700** | **$164,250** | Part IV [Exhibits and Financial Statement Schedules](index=116&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES.) This section details financial statements, schedules, and exhibits filed with the Form 10-K, including corporate governance, material contracts, and SOX certifications - The report includes **financial statements for the years ended December 31, 2019 and 2018**, along with the report of the independent registered public accounting firm[581](index=581&type=chunk) - Filed exhibits include key agreements such as the **Lantibiotic ECC and Oral Mucositis ECC** with Precigen and its affiliates, as well as various financing and employment agreements[582](index=582&type=chunk)[585](index=585&type=chunk)
Oragenics(OGEN) - 2019 Q3 - Quarterly Report
2019-11-14 21:06
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________ to___________ Commission File Number: 001-32188 ORAGENICS, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-3410522 (State or o ...
Oragenics (OGEN) Investor Presentation - Slideshow
2019-10-24 11:19
813 286 7900 ext 232 ajoslyn@oragenics.com Oragenics, Inc. 4902 Eisenhower Blvd., Suite 125 Tampa, FL 33634 www.oragenics.com | --- | --- | --- | --- | --- | --- | |-------|-------|-----------------------|-------|---------------------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investor Presentation | | NYSE American: OGEN | | Safe Harbor Statement 2 Certain statements made in this presentation include forward-looking actions that Oragenics, Inc. ("Oragenics," or the "Company") an ...
Oragenics(OGEN) - 2019 Q2 - Quarterly Report
2019-08-14 20:06
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32188 ORAGENICS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization ...
Oragenics(OGEN) - 2019 Q1 - Quarterly Report
2019-05-13 20:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32188 ORAGENICS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organizatio ...
Oragenics(OGEN) - 2018 Q4 - Annual Report
2019-03-29 20:40
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32188 ORAGENICS, INC. (Exact name of registrant as specified in its charter) Florida 59-3410522 (State or Other Jurisdiction of Incorporation or O ...