Oragenics Inc. has sold its consumer probiotic business—including its ProBiora3 and Evora Oral Care Probiotics products—to ProBiora Health LLC, owned by Christine L. Koski, for $1.7 million in cash, Oragenics announced Monday.
The agreement, which was reached Wednesday according to a Securities and Exchange Commission filing, calls for $1.25 million to be paid at closing and $450,000 to be paid by or on July 31.
will also assume certain liabilities and the purchase price is not subject to adjustment. ProBiora Health also will pay the Oragenics up to $2 million over the next 10 years, based on a percentage of the purchased assets' sales.
Koski is a significant shareholder, through the Koski Family Limited Partnership, of Oragenics and has sat on the company's board of directors since 2009. A special committee of disinterested directors approved the transaction, and Griffin Securities issued a fairness opinion related to the transaction. Koski has resigned as a director of Oragenics, according to the company's announcement.
"As Oragenics' focus has shifted from the ProBiora3 business, I am excited about the opportunity to take charge of the development of the ProBiora3 business, and am confident it will benefit from independent leadership and investment," Koski said in the statement. "As the new owner of the patented ProBiora3 business line, ProBiora Health will be focusing our resources to raise awareness of Oral Probiotics, conducting additional clinical research, and increasing sales growth for all of our current and future products."