[8-K] ORAGENICS INC Reports Material Event

Rhea-AI Filing Summary

Oragenics, Inc. entered into an amendment with Dawson James Securities Inc. to update its at-the-market common stock sales arrangement. The company already had an At-the-Market Sales Agreement that allows it to issue and sell shares of its common stock from time to time through Dawson James as sales agent or principal, in transactions deemed "at the market offerings" under securities regulations.

The new amendment, dated January 22, 2026, extends the term of this sales arrangement so that it will now expire at the earlier of either the sale of all shares covered by the agreement or the later of the expiration of Oragenics’ shelf registration statement on Form S-3 and any replacement registration statement filed under applicable Securities Act rules. All other terms, conditions, and covenants of the original Sales Agreement remain unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

Date of Report: January 22, 2026

(Date of earliest event reported)

Oragenics, Inc.

(Exact name of registrant as specified in its charter)

FL		001-32188		59-3410522
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

9015 Town Center Parkway Suite 143 Lakewood Ranch		34202
(Address of principal executive offices)		(Zip Code)

FL

813-286-7900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		OGEN		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously disclosed, on October 11, 2024, Oragenics, Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with Dawson James Securities Inc. (“Dawson James” or the “Sales Agent”) pursuant to which the Company may issue and sell, from time to time, shares of its common stock (the “Shares”), depending on market demand, with the Sales Agent acting as the sales agent or principal (the “Offering”). Sales of the Shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the NYSE American.

On January 22, 2026, the Company and Sales Agent entered into an amendment to the Sales Agreement (the “Amendment”), to extend the term of the Sales Agreement to expire at the earlier of (i) the issuance and sale of all of the Shares to or through the Sales Agent and (ii) the later of (X) the expiration of the Company’s Shelf Registration Statement on Form S-3 to be filed pursuant to Rule 415(a)(5) under the Securities Act and (Y) the expiration of any replacement registration statement filed with the Securities and Exchange Commission pursuant to Rule 415(a)(6) under the Securities Act. The remaining terms, conditions and covenants of the Sales Agreement remain in full force and effect and unaffected by the Amendment.

The foregoing description of the Sales Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement and Amendment, which is filed as Exhibit 1.1 and Exhibit 1.2, respectively to this report and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
1.1		Sales Agreement, dated October 11, 2024, between Oragenics, Inc. and Dawson James Securities, Inc. (incorporated by reference as Exhibit 1.1 to Form 8-K filed on October 11, 2024)
1.2*		Amendment to Sales Agreement, dated January 22, 2026, between Oragenics, Inc. and Dawson James Securities, Inc.
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 22^nd day of January 2026.

	ORAGENICS, INC. (Registrant)
	BY:	/s/ Janet Huffman
		Janet Huffman Chief Executive Officer

FAQ

What did Oragenics, Inc. (OGEN) change in its agreement with Dawson James?

Oragenics, Inc. entered into an amendment to its existing At-the-Market Sales Agreement with Dawson James Securities Inc. The amendment updates how long the agreement remains in effect, tying its term to the completion of share sales and the life of the company’s shelf registration statements, while leaving all other terms and conditions unchanged.

What is the purpose of Oragenics’ At-the-Market Sales Agreement mentioned in the 8-K?

The At-the-Market Sales Agreement allows Oragenics to issue and sell shares of its common stock from time to time through Dawson James Securities Inc. as sales agent or principal. Sales can be made in transactions considered "at the market offerings," including trades executed directly on or through the NYSE American.

How does the amendment affect the term of Oragenics’ at-the-market program?

The amendment provides that the at-the-market program will now expire at the earlier of the sale of all shares covered by the agreement or the later of the expiration of Oragenics’ Form S-3 shelf registration statement and any replacement registration statement filed under relevant Securities Act rules.

Did Oragenics change any other terms of the Sales Agreement with Dawson James?

No. The filing states that the remaining terms, conditions and covenants of the original Sales Agreement remain in full force and effect and are unaffected by the amendment, other than the changes to the term of the agreement.

Which exhibits related to the Oragenics at-the-market agreement are included with this 8-K?

The 8-K lists as exhibits the original Sales Agreement dated October 11, 2024 between Oragenics and Dawson James Securities Inc., incorporated by reference, and the Amendment to Sales Agreement dated January 22, 2026, which is filed with this report. It also includes the cover page Inline XBRL data file.

Who signed the Oragenics, Inc. 8-K regarding the Sales Agreement amendment?

The report was signed on behalf of Oragenics, Inc. by Janet Huffman, who is identified in the filing as the company’s Chief Executive Officer.