Exhibit
4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934


 


Oragenics,
Inc. (“Oragenics,” “we,” “our,” or “us”) has one class of securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.


 


DESCRIPTION
OF CAPITAL STOCK


 


The
following descriptions are summaries of the material terms that are included in our amended and restated articles of incorporation
(as amended) and our bylaws (as amended) as well as the specific agreements such descriptions relate to. This summary is qualified
in its entirety by the specific terms and provisions contained in our restated articles of incorporation, bylaws and the specific
agreements described herein, copies of which we have filed as exhibits to our Annual Report on Form 10-K and are incorporated
herein by reference.


 


Overview


 


Authorized
Capital Stock


 


Our
authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred
stock, without par value.


 


Listing


 


Our
common stock is listed and principally traded on the NYSE American under the symbol “OGEN.”


 


Common
Stock


 


Voting


 


The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders.
Approval of an amendment of our articles of incorporation, a merger, a share exchange, a sale of all our property or dissolution
must be approved by a majority of all votes entitled to be cast. Such votes may be cast in person or by proxy as provided in Article
I Section 8 of our bylaws.


 


Dividends


 


Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive
ratably all dividends, if any, as may be declared from time to time by our Board of Directors out of the funds legally available.


 


In
the event of the liquidation, dissolution or winding up of the Company, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any,
then outstanding. The common stock has no preemptive or conversion rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable.


 


Rights
upon Liquidation


 


Upon
our liquidation, dissolution or winding-up, after payment in full of our liabilities and the amounts required to be paid to holders
of any outstanding shares of preferred stock, if any, all holders of our common stock, along with the holders of our Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock on an “as if” converted basis, will be entitled
to receive a pro rata distribution of all of our assets and funds legally available for distribution.


 




    	 



     


    

 


Redemption
and Pre-Emptive Rights


 


No
shares of our common stock are subject to redemption or have preemptive rights to purchase additional shares of our common stock
or any of our other securities except for the Equity Participation Right described below.


 


Fully
Paid and Non-assessable


 


All
of our outstanding shares of common stock are fully paid and non-assessable.


 


Preferred
Stock


 


Our
Board of Directors has the authority, without action by our shareholders, to designate and issue up to 50,000,000 shares of preferred
stock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, which
may be greater than the rights of our common stock. These rights, preferences and privileges could include dividend rights, conversion
rights, voting rights, redemption rights, liquidation preferences, the number of shares constituting any class or series and the
designation of the class or series. Terms selected by our Board of Directors in the future could decrease the amount of earnings
and assets available for distribution to holders of shares of common stock or adversely affect the rights and powers, including
voting rights, of the holders of shares of common stock without any further vote or action by the stockholders. As a result, the
rights of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of the Series
A Convertible Preferred Stock, and Series B Convertible Preferred Stock or any other preferred stock that may be issued by us
in the future, which could have the effect of decreasing the market price of our common stock. As of February 25, 2021, we have
16,017,000 shares of preferred stock issued and outstanding (excluding shares of Series C Preferred Stock which we have provided
a notice of redemption to the holder which is to occur on March 13, 2021).


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar of our common stock is Continental Stock Transfer & Trust Company, 1 State Street 30th Floor,
New York, New York 10004, telephone: (212) 509-4000.


 


Certain
Anti-Takeover Provisions


 


Florida
Law


 


We
are not subject to the statutory anti-takeover provisions under Florida law because in our articles of incorporation we have specifically
elected to opt out of both the “control-share acquisitions” (F.S. 607.0902) and the “affiliated transactions”
(F.S. 607.0901) statutes. Since these anti-takeover statutes do not apply to a corporation that has specifically elected to opt
out of such provisions, we would not be able to invoke the protection of such statutes in the event of a hostile takeover attempt.


 


Articles
of Incorporation and Bylaw Provisions


 


Our
articles of incorporation and bylaws contain provisions that could have an anti-takeover effect. These provisions include


 


	 	●	authorization
    of the issuance of “blank check” preferred stock that could be issued by our Board of Directors without shareholder
    approval and that may be substantially dilutive or contain preferences or rights objectionable to an acquiror; 
	 	 	 
	 	●	the
    ability of the Board of Directors to amend the bylaws without shareholder approval; 
	 	 	 
	 	●	vacancies
    on our Board may only be filled by the remaining Directors and not our shareholders; and 
	 	 	 
	 	●	requirements
    that only our Board, our President or holders of more than 10% of our shares can call a special meeting of shareholders. 


 




    	 



     


    

 


These
provisions in our articles of incorporation and bylaws could delay or discourage transactions involving an actual or potential
change in control of us, including transactions in which shareholders might otherwise receive a premium for their shares over
their current prices. Such provisions could also limit the ability of shareholders to approve transactions that shareholders may
deem to be in their best interests and could adversely affect the price of our common stock.


 


Equity
Participation Right- Eleszto Genetika, Inc.


 


Pursuant
to the amended and restated exclusive channel collaboration agreement, which incorporated the stock issuance agreement with Eleszto
Genetika, Inc. (“EGI” formerly known as ILH Holdings, Inc.) (assignee of Precigen Inc. f/k/a Intrexon Corporation).
EGI is entitled, at its election, to participate in future securities offerings by us that constitute “qualified financings”
and purchase securities equal to 30% of the number of shares of common stock or other securities sold in such offering (exclusive
of Intrexon’s purchase). For this purpose, a “qualified financing” means a sale of common stock or equity securities
convertible into common stock in a public or private offering, raising gross proceeds of at least $1,000,000, where the sale of
shares is either registered under the Securities Act of 1933, as amended, at the time of issuance or we agree to register the
resale of such shares.


 


Registration
Rights


 


Series
A Preferred Stock Private Placement. Pursuant to the May 10, 2017 Registration Rights Agreement, we granted certain demand
registration rights and piggyback registration rights with respect to the shares of our Common Stock issuable upon conversion
of the Series A Preferred Stock and the exercise of the common stock warrants that were issued commensurate with the issuance
of the Series A Preferred Stock.


 


Series
B Preferred Stock Private Placement. Pursuant to the November 8, 2017 Amended and Restated Registration Right Agreement, we
granted certain demand registration rights and piggyback registration rights with respect to the shares of our Common Stock issuable
upon conversion of the Series B Preferred Stock and the exercise of the common stock warrants that were issued commensurate with
the issuance of the Series B Preferred Stock.. The Amended and Restated Registration Rights Agreement amended the previous registration
rights agreement entered into in connection with our Series A Preferred Stock Financing in May 2017.