Oragenics SEC Filings

Oragenics Inc. reporting person Natasha Giordano filed an Initial Statement of Beneficial Ownership (Form 3) related to a 09/01/2025 event. The filing lists Giordano's address in Sarasota, FL and indicates her relationship to the issuer as a Director. The form states no securities are beneficially owned by Giordano as of the filing. The document is signed by an attorney-in-fact on behalf of Giordano on 09/02/2025.

Oragenics, Inc. (OGEN) filed a Registration Statement on Form S-8 covering employee benefit plans and incorporated multiple prior registration statements and amendments by reference. The filing lists related Annual and Quarterly Reports filed through August 11, 2025, includes signatures by officers and directors dated August 25, 2025, and enumerates corporate governance and equity-plan documents and amendments being incorporated by reference, plus legal and auditor consents.

Oragenics, Inc. filed a Current Report on Form 8-K dated August 11, 2025 stating the company issued a press release updating shareholders on developments in the second quarter of 2025 and shortly thereafter. The filing expressly attaches that press release as Exhibit 99.1 and includes the cover page Interactive Data File as Exhibit 104.

The 8-K lists Oragenics' state of incorporation as Florida, its trading symbol OGEN on NYSE American, the principal executive office address and phone number, and is signed by CEO Janet Huffman. The body of the filing notifies investors of the press release but does not include additional financial or operational detail beyond the exhibits referenced.

Oragenics, Inc. reported a consolidated net loss of $4.49 million for the six months ended June 30, 2025, and an accumulated deficit of $221.3 million. Cash and cash equivalents were $1.97 million at June 30, 2025. The company effected a 1-for-30 reverse stock split on June 3, 2025, and its independent auditor included an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern.

Operating expense trends show lower spend year-over-year: research and development fell ~49.6% to $791,221 for the six months and general and administrative declined ~7.7% to $2.95 million, resulting in total operating expenses of $3.74 million (down ~21.5%). Financing activity included net proceeds of $2.6 million from ATM sales in February 2025, a $3.0 million promissory note issued March 13, 2025 (subsequently repaid), and a July 2, 2025 public offering of Series H Convertible Preferred Stock and warrants that produced net proceeds of approximately $15.2 million, which the company states extends its cash runway into the first half of 2026. The filing discloses a pending dispute with Ladenburg Thalmann and anti-dilution provisions in the Series H terms.

Oragenics, Inc. (NYSE American: OGEN) has filed a Rule 424(b)(5) prospectus to raise up to $16.5 million in gross proceeds through the sale of 660,000 shares of Series H Non-Voting Convertible Preferred Stock and an equal number of accompanying warrants. Each unit is priced at $25.00 and the placement is on a best-efforts basis with Dawson James Securities earning a 7% fee. There is no minimum required for closing, and investor funds are immediately available to the company.

The Preferred Stock carries a stated value of $25, accrues a 9% cumulative dividend (payable in common shares) and automatically converts on the fifth anniversary. Initial conversion is set at $2.50 per common share—equating to roughly 10 common shares per preferred share—but the Certificate of Designation includes full-ratchet, no-floor anti-dilution protection. Any future equity issued below the then-effective conversion price will force a reset, increasing the number of common shares issuable. Coupled with dividend stock payments, management estimates up to 19.14 million common shares could ultimately be issued. Warrants expire five years from issuance and allow investors to buy additional Series H Preferred at the $25 exercise price.

Net proceeds are expected to be roughly $15 million (assuming full subscription), to be used primarily for: (1) advancing ONP-002 Phase II concussion trials, (2) repayment of a $3 million bridge note due July 14, 2025, and (3) general corporate purposes. Oragenics recently effected a 1-for-30 reverse split and remains out of compliance with NYSE American equity thresholds but has an accepted remediation plan running through October 18, 2025.

Key risks highlighted include: potential delisting, going-concern uncertainty, severe dilution from the anti-dilution clause, illiquidity of the preferred shares and warrants, and uncertain net proceeds because the offering lacks an escrow and minimum raise.