Sec Form 3 Filing - Hernandez Joseph @ ORAGENICS INC - 2020-05-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hernandez Joseph 2. Issuer Name and Ticker or Trading Symbol ORAGENICS INC [ OGEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 15 E. PUTNAM AVENUE, SUITE 363 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2020 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 9,200,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant to purchase common stock ( 1 ) $ 1.25 ( 2 )( 3 ) 05/01/2025 Common Stock 9,200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hernandez Joseph 15 E. PUTNAM AVENUE, SUITE 363 GREENWICH, CT06830 X Signatures /s/ Joseph Hernandez 05/15/2020 Signature of Reporting Person Date

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.

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 4(b)(v).

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