Oragenics SEC Filings

ORAGENICS INC Chief Financial Officer John Spencer filed an initial Form 3 reporting his beneficial ownership in company securities. The filing shows indirect ownership of 53 shares of common stock held by his spouse, and an employee stock option for 10,000 shares of common stock.

The option has an exercise price of $0.93 per share and expires on December 11, 2035. According to the award terms, one third of the options vest on the first anniversary of the grant date, with the remaining two thirds vesting in equal annual installments over the second and third anniversaries, subject to continued service.

Oragenics, Inc. appointed John Spencer, previously Senior Controller, as Chief Financial Officer effective July 1, 2026, under an Executive Employment Agreement providing a $200,000 base salary and customary confidentiality, non‑competition and non‑solicitation terms. He also received a stock option award valued at $25,000 with an exercise price equal to the NYSE American closing price immediately before the grant date.

At the June 29, 2026 annual meeting, shareholders re‑elected six directors and approved, on a non‑binding basis, the company’s executive compensation. Shareholders authorized the Board, in its sole discretion within one year, to implement a reverse stock split of outstanding common shares at a ratio between 1‑for‑2 and 1‑for‑50, and ratified Cherry Bekaert LLP as independent auditor for the year ending December 31, 2026.

Oragenics, Inc. is asking shareholders to vote on four key items at its June 29, 2026 virtual annual meeting. Investors will elect six directors, cast an advisory “Say on Pay” vote on executive compensation, and decide whether to authorize the board to implement a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑50 at any time through June 29, 2027.

Shareholders are also being asked to ratify Cherry Bekaert LLP as independent auditor for 2026; that firm’s latest report included a going concern explanatory paragraph. As of April 27, 2026, there were 4,511,957 common shares outstanding, with significant additional common shares potentially issuable from preferred stock and warrants.

Oragenics, Inc. filed an update highlighting clinical, regulatory and financial progress. Its Phase IIa trial of ONP-002 for concussion and mild traumatic brain injury is active in Australia, with multiple hospital sites initiated, patients enrolled and dosed, and no serious adverse events reported so far.

The company is preparing a U.S. Investigational New Drug application, targeting an FDA Type C meeting request in Q2 2026 and full IND submission by the end of 2026. Oragenics reported a Q1 2026 cash balance of $6.1 million, higher research and development spending, slightly lower general and administrative costs, and noted an active at-the-market equity facility. It also signed a Letter of Intent to license a complementary CNS-related medical device and will present to investors at Sidoti’s Micro-Cap Virtual Investor Conference.

Oragenics, Inc. is soliciting proxies for its 2025 Annual Meeting to be held virtually on June 29, 2026. Shareholders will vote to elect six directors, approve a non-binding advisory vote on executive compensation, ratify Cherry Bekaert LLP as auditors, and approve a reverse stock split authorization (board may choose a ratio between 1:2 and 1:50 within one year of approval). The Board unanimously recommends voting FOR each proposal. The record date for voting is April 27, 2026, when 4,511,957 shares of common stock were issued and outstanding.

Oragenics, Inc. reported a Q1 2026 net loss of $2.2 million, roughly flat versus Q1 2025, as it continues developing its lead concussion drug ONP-002. Operating expenses rose to $2.3 million, driven by higher research and development spending of $0.6 million as the Phase IIa trial in Australia began enrolling patients.

Cash and cash equivalents were $6.1 million at March 31, 2026, after liquidating a $4.0 million short-term investment, which management believes funds operations through year-end 2026. The company’s auditor and management highlight substantial doubt about its ability to continue as a going concern without additional financing.

The filing details significant potential dilution from Series F and Series H preferred stock and associated warrants, including an anti-dilution reset that reduced the Series H conversion price to $1.00 per share. Oragenics also signed a non-binding letter of intent to license Sigyn Therapeutics’ CardioDialysis technology for traumatic brain injury and other neurodegenerative diseases, which could involve issuing 3,250,000 new preferred shares if a definitive agreement is reached.

Oragenics, Inc. has signed a non-binding Letter of Intent with Sigyn Therapeutics to license CardioDialysis™, an extracorporeal blood purification technology, for traumatic brain injury (TBI) and certain chronic neurodegenerative diseases.

Oragenics expects to issue 3,250,000 shares of a new class of restricted preferred stock to Sigyn, convertible into common stock on a one-to-one basis, as consideration. The proposed license also includes a 3% royalty on revenue from sales of the licensed technology for six years from the first commercial sale per approved indication and country. The parties are targeting closing within 90 days, subject to due diligence, board approvals, an independent valuation, listing compliance, and other customary conditions.

The strategy is to pair CardioDialysis™, which clears inflammatory and pathogenic molecules from the bloodstream, with Oragenics’ intranasal neurosteroid ONP-002, now in Phase IIa trials for concussion and mild TBI, to address TBI-induced inflammation on both sides of the blood-brain barrier.

Oragenics, Inc. has dosed the first patient in its ongoing Phase IIa clinical trial in Australia for ONP-002, an intranasal drug candidate for concussion and mild traumatic brain injury. The randomized, placebo-controlled study will enroll 40 patients, with treatment starting within 12 hours of injury and continuing for up to 30 days.

The trial will evaluate safety, tolerability and feasibility using nasal exams, physical assessments and neurocognitive testing, and is expected to support a planned investigational new drug application to the FDA in Q4 2026 for subsequent U.S. trials. Prior Phase 1 data in 40 patients showed zero serious adverse events, supporting advancement to this phase.

Oragenics, Inc. plans to hold its 2025 Annual Meeting of Shareholders on June 29, 2026. The board chose this date and is notifying investors because it is more than 30 days later than the prior year’s meeting date, triggering specific disclosure requirements under securities rules.

Shareholders who want their proposals included in the company’s proxy statement and form of proxy for the 2025 Annual Meeting must ensure Oragenics receives them by May 1, 2026, at its Lakewood Ranch, Florida principal executive offices, directed to the Corporate Secretary.