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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: June 29, 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, Florida |
|
34202 |
| |
|
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
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 |
Effective
July 1, 2026, the Board of Directors (the “Board”) of Oragenics, Inc. (the “Company”) appointed John Spencer,
the Company’s Senior Controller, to serve as the Company’s Chief Financial Officer, and, in connection therewith, effective
July 1, 2026, the Company entered into an Executive Employment Agreement with Mr. Spencer (the “Employment Agreement”). The
Employment Agreement provides for base compensation of $200,000. The Employment Agreement contains customary confidentiality, non-competition
and non-solicitation provisions.
The
foregoing summary is qualified in its entirety by the specific terms of the Employment Agreement attached as Exhibit 10.1 to this Form
8-K which is incorporated herein by reference.
| Item
5.02 | DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e)
Compensatory Arrangements of Certain Officers.
Effective
July 1, 2026, the Board appointed John Spencer, the Company’s Senior Controller, to serve as the Company’s Chief Financial
Officer. In connection with the appointment of
Mr. Spencer as the Company’s Chief Financial Officer, Mr. Spencer received an option award equal to $25,000, with an
exercise price equal to the closing price of the Company’s common stock on the NYSE American immediately prior to the date of the
grant.
Mr.
Spencer, age 32, joined the Company in April 2025 as Senior Controller and has led the Company’s finance and accounting organization,
including SEC reporting, financial planning and analysis, treasury, budgeting, internal controls, audit coordination, and capital markets
support. From March 2022 through April 2025, Mr. Spencer operated a fractional chief financial officer and financial consulting practice,
providing financial leadership to publicly traded and privately held companies across multiple industries, including healthcare, sports
and entertainment, and professional services. His responsibilities included SEC reporting, financial planning and analysis, budgeting
and forecasting, treasury, internal controls, acquisition accounting, capital planning, operational finance, and strategic financial
leadership. Previously, Mr. Spencer served as Vice President of Finance at Trxade Health, Inc., a publicly traded healthcare technology
company, where he was responsible for SEC reporting, financial planning and analysis, internal controls, acquisition accounting, finance
operations, and strategic finance initiatives. Mr. Spencer began his career with PricewaterhouseCoopers LLP, where he provided audit
and tax services to publicly traded and privately held companies. Mr. Spencer is a Certified Public Accountant in the State of Florida
and received both a Master of Accountancy and a Bachelor of Science in Accounting from the University of South Florida.
There
are no arrangements or understandings between Mr. Spencer and any persons pursuant to which Mr. Spencer would be selected as an officer.
There are no current or proposed transactions between the Company and Mr. Spencer or his immediate family members that would require
disclosure under item 404(a) of Regulations S-K promulgated by the Securities and Exchange Commission.
| Item
5.07 | SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
(a)
The Annual Meeting was held on June 29, 2026.
(b)
At the Annual Meeting the following proposals were voted on by our shareholders:
PROPOSAL
1: Election of Directors.
Mr.
Charles Pope, Dr. Frederick Telling, Mr. Robert Koski, Dr. Alan Dunton, Mr. John Gandolfo and Ms. Natasha Giordano were each re-elected
as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or
until their earlier resignation, removal from office or death. The votes were as follows:
| |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Charles
Pope |
|
1,017,697 |
|
292,270 |
|
793,522 |
| Dr.
Frederick Telling |
|
1,018,895 |
|
291,072 |
|
793,522 |
| Dr.
Alan Dunton |
|
1,016,221 |
|
293,746 |
|
793,522 |
| Robert
Koski |
|
1,018,560 |
|
291,407 |
|
793,522 |
| John
Gandolfo |
|
1,014,185 |
|
295,782 |
|
793,522 |
| Natasha
Giordano |
|
984,704 |
|
325,263 |
|
793,522 |
PROPOSAL
2: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:
| FOR |
|
806,898 |
| AGAINST |
|
478,522 |
| ABSTAIN |
|
24,545 |
| BROKER
NON-VOTES |
|
793,522 |
PROPOSAL
3: To authorize the Board of Directors to enact a reverse stock split, in its sole discretion at any time within one year after shareholder
approval is obtained, to effect a reverse stock split of then-outstanding shares of the Company’s Common Stock, at a ratio of not
less than one-for-two (1:2) and not greater than one-for-fifty (1:50). The votes were as follows:
| FOR |
|
1,239,961 |
| AGAINST |
|
836,159 |
| ABSTAIN |
|
27,366 |
PROPOSAL
4: Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31,
2026. The votes were as follows:
| FOR |
|
1,887,381 |
| AGAINST |
|
184,883 |
| ABSTAIN |
|
31,225 |
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Executive Employment Agreement with John Spencer. |
| |
|
|
| 104 |
|
Cover
page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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 6th day of July 2026.
| |
ORAGENICS,
INC.
(Registrant) |
| |
|
| |
BY: |
/s/
Janet Huffman |
| |
|
Janet
Huffman
Chief
Executive Officer |
