Oragenics, Inc. Announces Pricing of Public Offering of up to $20 Million of Preferred Stock and Warrants

Rhea-AI Summary

Oragenics (NYSE American: OGEN), a company developing intranasal pharmaceuticals for neurological disorders, has announced the pricing of a public offering of up to 800,000 shares of Series H Convertible Preferred Stock and Warrants. The combined offering price is set at $25.00 per unit, with the potential to raise up to $20 million in gross proceeds.

The Preferred Stock is convertible into common stock at $2.50 per share, and the Warrants allow purchase of additional Preferred Stock at $25.00 per share. The offering is expected to close around July 2, 2025. Dawson James Securities is serving as the sole placement agent.

The company plans to use the proceeds to fund its ONP-2 concussion clinical trials, related R&D activities, repay a $3 million bridge note, and for working capital and general corporate purposes.

Positive

• Potential to raise up to $20 million in gross proceeds to fund operations
• Funds will support ongoing ONP-2 concussion clinical trials and R&D activities
• Successfully secured Dawson James Securities as placement agent

Negative

• $3 million of proceeds will be used to repay existing bridge note debt
• Potential dilution for existing shareholders through preferred stock conversion
• Complex security structure with both preferred shares and warrants may impact trading dynamics

Insights

Financial Analyst

Oragenics raises up to $20M through preferred stock offering to fund concussion drug trials and repay debt, diluting existing shareholders.

Oragenics has announced a $20 million capital raise through convertible preferred stock and warrants, with each preferred share priced at $25.00. The structure of this financing is particularly notable as these preferred shares are convertible to common stock at $2.50 per share, indicating potential significant dilution for existing shareholders.

The company has clearly outlined its use of proceeds: funding clinical trials for ONP-2 (their concussion treatment candidate), repaying a $3 million bridge note, and supporting working capital needs. This capital injection addresses immediate debt obligations while providing runway for their neurological disorder pipeline.

This financing comes at a critical juncture for Oragenics, which has pivoted to focus on intranasal pharmaceuticals for neurological disorders. The company's ability to secure this placement with Dawson James Securities suggests institutional support for their clinical development pathway, though the convertible nature of the offering indicates potential pressure on share price once conversion occurs.

The repayment of the $3 million bridge note will improve the company's balance sheet by reducing debt obligations, but investors should note that approximately 15% of the proceeds are being directed to debt repayment rather than operational advancement. The remaining $17 million (before fees) should provide sufficient capital to advance their ONP-2 concussion program through current clinical trials, potentially reaching meaningful clinical milestones that could drive future valuation.

SARASOTA, Fla., July 01, 2025 (GLOBE NEWSWIRE) -- Oragenics, Inc. (NYSE American: OGEN), a company focused on developing unique, intranasal pharmaceuticals for the treatment of neurological disorders, today announced that it has entered into a placement agency agreement for the purchase and sale of up to 800,000 shares of the Company’s Series H Convertible Preferred Stock (“Preferred Stock”), no par value, and Warrants to purchase up to an additional 800,000 shares of Preferred Stock of the Company at an exercise price of $25.00 per share (the “Warrants”). The combined public Offering price of each share of Preferred Stock together with an accompanying Warrant is $25.00 (the “Offering”). The Preferred Stock is convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion price of $2.50 per share. The closing of the Offering is expected to occur on or about July 2, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds of the Offering are anticipated to be up to approximately $20.00 million before deducting placement agent fees and other estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering, along with its existing cash and cash equivalents, to fund its ongoing ONP-2 concussion clinical trials, along with other related research and development activities, to repay a $3 million bridge note, as well as for working capital and other general corporate purposes.

Dawson James Securities, Inc. is acting as the sole placement agent for the Offering.

The Offering is being made pursuant to a registration statement on Form S-1 (File No. 333-288225), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 23, 2025, and declared effective on June 30, 2025. The Offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying prospectus describing the terms of the Offering has been or will be filed with the SEC and will be available on its website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained from Dawson James Securities, Inc., 101 North Federal Highway, Suite 600, Boca Raton, FL 33432, or by telephone at (561) 391-5555, or by email at investmentbanking@dawsonjames.com. Before investing in this Offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such Offering, which will provide more information about Oragenics and the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Oragenics

Oragenics is a development-stage biotechnology company focused on nasal delivery of pharmaceutical medications in neurology and fighting infectious diseases, including drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, as well as proprietary powder formulation and an intranasal delivery device. For more information, please visit www.oragenics.com.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including   those relating to the completion of the public Offering, the satisfaction of customary closing conditions, the intended use of proceeds from the public Offering and other statements that are predictive in nature. These forward-looking statements are based on management’s beliefs and assumptions and information currently available. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions that do not relate solely to historical matters identify forward-looking statements. Investors should be cautious in relying on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These factors include, but are not limited to those described in our Form 10-K and other filings with the U.S. Securities and Exchange Commission. All information set forth in this press release is as of the date hereof. You should consider these factors in evaluating the forward-looking statements included in this press release and not place undue reliance on such statements. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by law.

Oragenics, Inc.

Janet Huffman, Chief Executive Officer
813-286-7900
jhuffman@oragenics.com

Investor Contact

Rich Cockrell
404.736.3838
ogen@cg.capital

FAQ

What is the size of Oragenics (OGEN) July 2025 public offering?

Oragenics is offering up to 800,000 shares of Series H Convertible Preferred Stock and Warrants with potential gross proceeds of up to $20 million.

What is the conversion price for OGEN's Series H Preferred Stock?

The Series H Preferred Stock is convertible into common stock at a conversion price of $2.50 per share.

How will Oragenics use the proceeds from its 2025 offering?

The proceeds will fund ONP-2 concussion clinical trials, R&D activities, repay a $3 million bridge note, and provide working capital.

When will OGEN's 2025 preferred stock offering close?

The offering is expected to close on or about July 2, 2025, subject to customary closing conditions.

What is the warrant exercise price in OGEN's 2025 offering?

The warrants have an exercise price of $25.00 per share for additional Preferred Stock purchases.