STOCK TITAN

Oragenics (NYSE: OGEN) faces NYSE listing warning as equity falls short

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oragenics, Inc. (OGEN) disclosed that NYSE American has notified the company it is no longer in compliance with continued listing standards requiring stockholders’ equity of $4 million under Section 1003(a)(ii) and $6 million under Section 1003(a)(iii). Oragenics reported $3.7 million of stockholders’ equity at June 30, 2026 and net losses in each of its last five fiscal years, making it ineligible for available exemptions.

The company must submit a detailed compliance plan by September 25, 2026, outlining how it will regain compliance by February 25, 2028. During this period, OGEN shares will continue trading on NYSE American with a “.BC” below-compliance marker, and normal SEC reporting and business operations continue. Failure to submit or execute an acceptable plan could trigger delisting, which Oragenics states could reduce liquidity, constrain equity financing, limit use of registration statements, and impair equity incentive programs.

Separately, Oragenics reported ongoing progress for ONP-002, its intranasal candidate for mild traumatic brain injury. Three Australian Phase IIa trial sites are active, with nine participants dosed, and the company is working toward a U.S. IND submission by year-end 2026 following FDA feedback on its Type B meeting package.

Positive

  • None.

Negative

  • NYSE American non-compliance and delisting risk: Oragenics reported stockholders’ equity of $3.7 million versus required thresholds of $4 million and $6 million, has incurred net losses for the last five fiscal years, and faces potential delisting by February 25, 2028 if its compliance plan is not accepted or successfully executed.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Stockholders’ equity $3.7 million Reported at June 30, 2026
Stockholders’ equity requirement (Section 1003(a)(ii)) $4 million Minimum equity if losses in three of four most recent fiscal years
Stockholders’ equity requirement (Section 1003(a)(iii)) $6 million Minimum equity if losses in five most recent fiscal years
Net loss history 5 fiscal years Net losses in last five fiscal years ended December 31, 2025
Compliance plan due date September 25, 2026 Deadline to submit NYSE American plan of compliance
Compliance cure deadline February 25, 2028 Date by which continued listing standards must be met
Phase IIa participants dosed 9 participants ONP-002 feasibility trial in Australia
Active clinical sites 3 sites Alfred Health, Mackay, and Royal Adelaide Hospital in Australia
stockholders’ equity financial
"The Company reported stockholders’ equity of $3.7 million at June 30, 2026"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
continued listing standards regulatory
"no longer in compliance with NYSE American’s continued listing standards"
Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.
NYSE American Company Guide regulatory
"standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide"
A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.
Investigational New Drug (IND) application medical
"focused on its goal of submitting an Investigational New Drug (IND) application by the end of 2026"
An investigational new drug (IND) application is a formal request submitted to a drug regulator asking permission to begin testing a new medicine in people. It compiles lab results, manufacturing details and proposed human trial plans so regulators can judge safety before human studies start; for investors, an accepted IND is a key milestone that opens the clinical development pathway and can materially change a company’s risk profile and potential value, like getting a license to road-test a prototype.
Type B meeting regulatory
"received responses from the U.S. Food and Drug Administration (FDA) related to its Type B meeting request"
A Type B meeting is a formal, scheduled discussion between a drug or medical-device developer and a health regulator to resolve key mid‑ or late‑stage development issues such as clinical trial plans, interpretation of results, or steps needed for approval. Like a mid‑project review with an inspector, the meeting’s outcome can meaningfully change the timeline, cost and risk for a candidate: a clear, positive outcome lowers uncertainty for investors, while requests for more data or changes can signal delays and extra expense.
mTBI (concussion) medical
"its lead intranasal candidate for mTBI (concussion), through its Phase IIa feasibility trial"

FAQ

Why did Oragenics (OGEN) receive a NYSE American deficiency notice?

Oragenics received the notice because its stockholders’ equity was $3.7 million at June 30, 2026, below the NYSE American requirements of $4 million under Section 1003(a)(ii) and $6 million under Section 1003(a)(iii), and it reported net losses in its last five fiscal years.

What deadlines did NYSE American set for Oragenics (OGEN) to regain compliance?

Oragenics must submit a plan of compliance by September 25, 2026, detailing how it will meet continued listing standards by February 25, 2028. NYSE American staff will periodically review progress during this plan period.

Will Oragenics (OGEN) shares remain listed during the NYSE American compliance period?

Yes. Oragenics’ common stock will continue trading on NYSE American under symbol OGEN with an added “.BC” designation indicating below-compliance status, provided the company continues meeting other listing requirements and NYSE American accepts its compliance plan.

How many participants have been dosed in Oragenics’ ONP-002 Phase IIa trial?

Oragenics reports that nine participants have been dosed in its Phase IIa feasibility trial of ONP-002 for mild traumatic brain injury in Australia, across three active clinical sites: Alfred Health, Mackay, and Royal Adelaide Hospital.

What regulatory milestone is Oragenics (OGEN) targeting for ONP-002 in the U.S.?

Oragenics is reviewing FDA responses to its Type B meeting briefing package and is focused on submitting an Investigational New Drug (IND) application for ONP-002 by the end of 2026, as part of its U.S. regulatory strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001174940 0001174940 2026-08-26 2026-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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: August 26, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

 

On August 26, 2026, Oragenics, Inc. (the “Company”) received notification (the “Notice”) from the NYSE American LLC (the “NYSE American”) that the Company is no longer in compliance with NYSE American’s continued listing standards. Specifically, the letter states that the Company is not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(iii) requires a listed company to have stockholders’ equity of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company reported stockholders’ equity of $3.7 million at June 30, 2026, and had net losses in its last five fiscal years ended December 31, 2025. The Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide from the stockholders’ equity requirements.

 

The Notice further provides that the Company must submit a plan of compliance (the “Plan”) by September 25, 2026 addressing how it intends to regain compliance with the continued listing standards by February 25, 2028. The Plan is required to include specific milestones, quarterly financial projections and details related to any strategic initiatives the Company plans to complete.

 

The Company has begun to prepare its Plan for submission to the NYSE American by the September 25, 2026 deadline. If the NYSE American accepts the Company’s plan, the Company will be able to continue its listing during the Plan period and will be subject to continued periodic review by the NYSE American staff. If the Plan is not timely submitted, or not accepted, or is accepted but the Company is not in compliance with the continued listing standards by February 25, 2028 or if the Company does not make progress consistent with the Plan during the Plan period, the Company will be subject to delisting procedures as set forth in the NYSE American Company Guide.

 

The Company will endeavor to undertake a transaction or transactions in the future to achieve compliance with the NYSE American’s requirements. However, there can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.

 

The Notice has no immediate impact on the listing of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), which will continue to be listed and traded on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “OGEN”, but will have an added designation of “.BC” to indicate the status of the Common Stock as “below compliance”. The notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

 

If the Common Stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s Common Stock; (ii) reducing the number of investors willing to hold or acquire the Common Stock, which could negatively impact the Company’s ability to raise equity financing; and (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

 

FORWARD LOOKING STATEMENTS. This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s ability to regain compliance with NYSE American continued listing standards, the timing and outcomes of clinical trials, the Company’s regulatory strategy and anticipated IND submission, and the sufficiency of capital to fund operations. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company’s most recent Forms 10-K, 10-Q, and other filings with the SEC, available through EDGAR at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

ITEM 8.01 OTHER EVENTS.

 

On August 28, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release Dated, August 28, 2026.
     
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 28th day of August 2026.

 

 

ORAGENICS, INC.

(Registrant)

   
  BY: /s/ Janet Huffman
   

Janet Huffman

Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Oragenics Reports Continued Clinical Progress, Provides Regulatory and NYSE American Listing Update

 

SARASOTA, Fla.—August 28, 2026— Oragenics, Inc. (NYSE American: OGEN), a clinical-stage biopharmaceutical company developing brain-targeted therapeutics through its proprietary intranasal delivery platform, today provided an update on its Phase IIa clinical trial, U.S. regulatory pathway, and NYSE American continued listing status.

 

Clinical & Regulatory Momentum Continues

 

 

Oragenics continues to advance ONP-002, its lead intranasal candidate for mTBI (concussion), through its Phase IIa feasibility trial in Australia. To date, the Company has dosed nine participants across its active trial sites.

 

Three Australian clinical sites now active: Alfred Health, Mackay, and Royal Adelaide Hospital
   
Nine participants dosed to date
   
Continued site-level enrollment support and monitoring underway across all active sites

 

U.S. Regulatory Update

 

 

The Company has received responses from the U.S. Food and Drug Administration (FDA) related to its Type B meeting request briefing package, submitted in July 2026. Oragenics is currently reviewing these items and remains focused on its goal of submitting an Investigational New Drug (IND) application by the end of 2026.

 

NYSE American Listing Status

 

 

On August 26, 2026, Oragenics received a deficiency letter from NYSE American LLC notifying the Company that it is not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide. Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(iii) requires a listed company to have stockholders’ equity of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years.. This is the same continued listing standard the Company previously addressed and regained compliance with in October 2025.

 

Under NYSE American rules, the Company has 45 days from receipt of the deficiency letter within which to submit a plan to regain compliance with the continued listing standards. If the plan is accepted, the Company will continue its listing during a cure period, subject to periodic review by NYSE American staff. While the Company intends to submit a compliance plan to NYSE American within the required timeframe and will endeavor to undertake a transaction or transactions in the future to achieve compliance with the NYSE American’s requirements and believes that with continued execution of its clinical and regulatory milestones, it will regain full compliance with continued listing requirements, there can be no assurances in this regard. If the Plan is not timely submitted, or not accepted, or is accepted but the Company is not in compliance with the continued listing standards by February 25, 2028 or if the Company does not make progress consistent with the Plan during the Plan period, the Company will be subject to delisting procedures as set forth in the NYSE American Company Guide.

 

 

 

 

Looking Ahead

 

 

Oragenics remains focused on execution across its clinical, regulatory, and corporate objectives: continued Phase IIa enrollment and dosing in Australia, advancing its U.S. IND submission, and building out its broader CNS pipeline. The Company believes its recent progress — including a third active Australian site, nine participants dosed, and constructive engagement with the FDA — reflects continued momentum toward its year-end goals.

 

“We’re encouraged by the pace of enrollment in Australia and by the FDA’s engagement on our Type B package,” said Janet Huffman, Chief Executive Officer of Oragenics.

 

About Oragenics

 

 

Oragenics is a clinical-stage biopharmaceutical company pioneering brain-targeted therapeutics through its proprietary intranasal delivery technology. The Company’s lead candidate, ONP-002, is being developed as a potential first-in-class treatment for mTBI (concussion). Oragenics is advancing ONP-002 through Phase IIa clinical trials in Australia, with U.S. Phase IIb trials planned to follow. For more information, visit www.oragenics.com.

 

Forward-Looking Statements

 

 

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s ability to regain compliance with NYSE American continued listing standards, the timing and outcomes of clinical trials, the Company’s regulatory strategy and anticipated IND submission, and the sufficiency of capital to fund operations. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company’s most recent Forms 10-K, 10-Q, and other filings with the SEC, available through EDGAR at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

Contacts

 

 

Investor Relations: irth Communications - IR@oragenics.com.com

Media Relations: irth Communications — IR@oragenics.com.com

 

 

 

Filing Exhibits & Attachments

4 documents