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Oragenics, Inc. Receives Audit Opinion with Going Concern Explanation

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Oragenics (NYSE American: OGEN) announced receipt of an unqualified audit opinion on its consolidated financial statements, which included an explanatory paragraph about the Company’s ability to continue as a going concern. The Form 10-K for the year ended December 31, 2025 was filed March 16, 2026.

The announcement complies with NYSE American Company Guide Section 610(b) and does not amend or change the audited financial statements; supporting detail appears in footnote 1 of the 2025 consolidated financial statements. The 10-K is available on the SEC EDGAR system and the company’s investor relations website.

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Positive

  • Unqualified audit opinion received from independent auditor
  • Disclosure made in compliance with NYSE American Section 610(b)
  • 10-K filed March 16, 2026 and publicly available

Negative

  • Going concern explanatory paragraph indicates doubt about near-term viability

Key Figures

Shelf registration capacity: $100,000,000 Unsold securities carried: $34,156,040 Public float: $4,222,535 +5 more
8 metrics
Shelf registration capacity $100,000,000 Total securities registered on Form S-3 filed Jan 22, 2026
Unsold securities carried $34,156,040 Unsold securities from prior shelf under Rule 415(a)(6)
Public float $4,222,535 Public float based on 4,265,187 non-affiliate shares at $0.99 on Jan 21, 2026
Shares outstanding 4,336,029 shares Common shares outstanding as of Mar 13, 2026 per 10-K
Non-affiliate equity value $3,100,000 Approximate non-affiliate equity market value as of Jun 30, 2025
Major holder stake 412,654 shares (9.9%) Sabby-related entities’ reported beneficial ownership on Schedule 13G
Reverse stock split 1-for-30 Reverse split of common stock effected Jun 3, 2025
CEO option grant 250,000 options at $0.93 Employee stock options granted 12/11/2025, expiring 12/11/2035

Market Reality Check

Price: $0.6240 Vol: Volume 154,285 is below 2...
low vol
$0.6240 Last Close
Volume Volume 154,285 is below 20-day average 318,643 (relative volume 0.48x). low
Technical Trading below 200-day MA at 1.29 and 93.5% below 52-week high of 9.6.

Peers on Argus

OGEN was down 4% with peers mixed: scanner shows 2 up and 2 down, and Argus note...
2 Up 2 Down

OGEN was down 4% with peers mixed: scanner shows 2 up and 2 down, and Argus notes 2 peers also moving down (median -4.8%). This points to both stock-specific and sector-wide pressures.

Historical Context

5 past events · Latest: Mar 17 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Mar 17 Annual report filing Positive -3.0% Filed Form 10-K with 2025 milestones, capital raise, and Q1 2026 update.
Mar 12 Trial site activation Positive +8.5% Completed first site initiation visit for Phase IIa ONP-002 trial in Australia.
Mar 11 Platform expansion plans Positive -9.9% Exploring acquisition of CNS assets to expand brain health platform.
Mar 10 HREC trial approval Positive +2.2% Received HREC approval for ONP-002 Phase IIa concussion trial in Australia.
Feb 09 Market opportunity update Positive -5.2% Outlined ONP-002 plan targeting projected $9B concussion and mTBI market.
Pattern Detected

Recent positive operational updates have produced mixed reactions, with clinical milestones sometimes rewarded but strategic and corporate updates often followed by negative price moves.

Recent Company History

Over the last few months, Oragenics has focused on advancing ONP-002 and strengthening its corporate footing. The company highlighted a $16.5 million capital raise, debt repayment, and reduced operating expenses in the Mar 17 Form 10-K filing, yet the stock fell. Clinical catalysts, including HREC approval on Mar 10 and Phase IIa site activation on Mar 12, saw modest to strong gains. Strategic expansion news on Mar 11 and a large market opportunity preview on Feb 9 both drew negative reactions. Today’s going concern disclosure fits into this backdrop of financial strain alongside ongoing trial progress.

Regulatory & Risk Context

Active S-3 Shelf
Shelf Active
Active S-3 Shelf Registration 2026-03-19

The company has an active S-3 shelf registration amended on Mar 19, 2026 via Form S-3/A to update the auditor consent. The amendment is exhibits-only, leaving the prospectus text unchanged, and reported usage from this shelf is 0 so far.

Market Pulse Summary

This announcement formally highlights the auditor’s going concern explanation already disclosed in t...
Analysis

This announcement formally highlights the auditor’s going concern explanation already disclosed in the Dec 31, 2025 Form 10-K, reinforcing existing concerns about Oragenics’ financial sustainability. Against a backdrop of recent clinical progress for ONP-002 and prior capital raises, the going concern language underlines dependence on future financings. Investors may focus on upcoming trial milestones, access to the S-3 shelf, and any changes in operating spend or capital structure disclosed in future filings.

Key Terms

going concern, intranasal delivery, form 10-k, edgar, +1 more
5 terms
going concern financial
"included an explanatory paragraph related to the Company’s ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
intranasal delivery medical
"pioneering brain-targeted therapeutics through proprietary intranasal delivery technology, announced that..."
A method of giving a drug or vaccine through the nose using sprays, drops, or inhaled particles so the medicine is absorbed by nasal tissues and can enter the bloodstream or reach the brain more directly than an oral pill. Investors care because intranasal delivery can speed onset, avoid needles, lower manufacturing or distribution costs, and open new markets for treatments that are hard to administer by mouth or injection—factors that affect a product's commercial potential and regulatory path.
form 10-k regulatory
"as previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025..."
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
edgar regulatory
"is available on the SEC's EDGAR system at www.sec.gov and on the Company's investor relations website..."
EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.
audit opinion financial
"the audited consolidated financial statements contained an unqualified audit opinion from its independent..."
An audit opinion is a professional accountant’s conclusion about whether a company’s financial statements are accurate and free of major errors, similar to a report card on the company’s books. Investors use it to judge how much they can trust reported revenue, profits and liabilities — a clean opinion boosts confidence like a healthy check-up, while a qualified or adverse opinion raises red flags about potential problems or undisclosed risks.

AI-generated analysis. Not financial advice.

SARASOTA, Fla., March 25, 2026 (GLOBE NEWSWIRE) -- Oragenics, Inc. (NYSE American: OGEN), a clinical-stage biotechnology company pioneering brain-targeted therapeutics through proprietary intranasal delivery technology, announced that, as previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed on March 16, 2026 with the Securities and Exchange Commission, the audited consolidated financial statements contained an unqualified audit opinion from its independent registered public accounting firm that included an explanatory paragraph related to the Company’s ability to continue as a going concern. See further discussion in footnote 1 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K. This announcement is made pursuant to NYSE American LLC Company Guide Section 610(b), which requires public announcement of the receipt of an audit opinion containing a going concern paragraph. This announcement does not represent any change or amendment to the Company’s financial statements or to its Annual Report on Form 10-K for the year ended December 31, 2025.

The Annual Report on Form 10-K, including audited financial statements for the fiscal year ended December 31, 2025, is available on the SEC's EDGAR system at www.sec.gov and on the Company's investor relations website at www.ir.oragenics.com.

ABOUT ORAGENICS

Oragenics, Inc. (NYSE American: OGEN) is a clinical-stage biotechnology company pioneering brain-targeted therapeutics through proprietary intranasal drug delivery technology. The Company's lead candidate, ONP-002, is a first-in-class intranasal neurosteroid in Phase IIa clinical development for the treatment of concussion and mild traumatic brain injury (mTBI) — conditions affecting an estimated 69 million people globally each year with no approved pharmacological treatment. Oragenics intranasal delivery platform is designed to enable rapid, non-invasive delivery of therapeutics directly to the brain bypassing the blood-brain barrier. The Company is exploring broadening its CNS pipeline strategy through both internal development and strategic business development. For more information, 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. Statements in this news release concerning the Company’s expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements." Forward-looking statements include statements regarding the Company’s intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our research, development and regulatory activities and expectations relating to our product candidates, including without limitation ONP-002 and our proprietary nasal device; the effectiveness of these programs or the possible range of application and potential curative effects and safety in the treatment of diseases; the timing, conduct, interim results announcements and outcomes of our clinical trials for our product candidates, including ONP-002 for the treatment of concussion and mTBI; our acquisition strategy and prospects; and our ability to finance our operations. These forward-looking statements are based on management’s beliefs and assumptions and information currently available. The words "believe," "expect," "anticipate," "intend," "estimate," "project," "potential," "may," "will," "could," "should," 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 most recent Form 10-K, Form 10-Q and other filings we make with the U.S. Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included in this press release and not place undue reliance on such statements. All information we set forth in this press release is as of the date hereof. 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, circumstances should change, except as otherwise required by law.

Investor Contact:
800-383-4880
ir@oragenics.com


FAQ

What did Oragenics (OGEN) announce about its audit opinion on March 25, 2026?

Oragenics received an unqualified audit opinion that included a going concern explanatory paragraph. According to the company, this was disclosed in its Form 10-K filed March 16, 2026 and detailed in footnote 1 of the consolidated financial statements.

Does the March 25, 2026 announcement amend Oragenics' (OGEN) 2025 financial statements?

No. The announcement does not amend or change the 2025 audited financial statements. According to the company, the disclosure reiterates the audit opinion and directs readers to footnote 1 in the filed Form 10-K for details.

Where can investors find Oragenics' (OGEN) 2025 Form 10-K and audited financial statements?

Investors can access the 2025 Form 10-K on the SEC EDGAR system and the company's investor relations website. According to the company, the Form 10-K was filed March 16, 2026 and includes the audited consolidated financial statements and footnote 1.

What does a going concern explanatory paragraph mean for Oragenics (OGEN) shareholders?

A going concern explanatory paragraph signals auditor concern about the company's ability to continue operations without additional financing or remedies. According to the company, the explanatory paragraph appears in the audited financial statements and is explained in footnote 1.

Why did Oragenics (OGEN) make a public announcement on March 25, 2026 about the audit opinion?

The company made the announcement to comply with NYSE American Company Guide Section 610(b), which requires public disclosure of an audit opinion with a going concern paragraph. According to the company, this fulfills the exchange reporting requirement.
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