false
0001174940
0001174940
2025-12-11
2025-12-11
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: December 11, 2025
(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) |
1990
Main Street
Suite
750
Sarasota,
FL |
|
34236 |
| (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
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.
Executive
Officer Compensation. The Board of Directors (the “Board”) of Oragenics, Inc. (the “Company”), consistent
with the previously disclosed compensation program, reviewed the base compensation of the Company’s Chief Executive Officer, Ms.
Janet Huffman, and on December 11, 2025, the Board authorized an increase of five percent (5%) in her annual base salary, from $325,000
to $341,250, effective January 1, 2026. Additionally, consistent with her employment agreement and the Company’s previously disclosed
compensation program, the Board considered her performance measured against her performance goals and determined she was entitled to
a bonus of $110,500.
Award
of Stock Options. On December 11, 2025, the Board approved an option award to the Chief Executive Officer to purchase 250,000 shares
of Company common stock under the Company’s 2021 Equity Incentive Plan, as amended (the “Plan”) at an exercise price
of $0.93 per share, the closing price on the December 11, 2025, the date of grant. The options are subject to time-based vesting in equal
annual installments over a three-year period on the first, second and third anniversaries of the date of the grant, provided that the
recipient remains employed with the Company through the vesting dates. The stock option awards are subject to the standard terms and
conditions of the Company’s form of stock option agreement, which includes earlier vesting upon a change in control of the Company.
On
December 11, 2025, the Board also awarded each Non-Employee Director an option award to purchase 125,000 shares of Company common stock
under the Plan, at an exercise price of $0.93 per share, the closing price on the date of grant, which options vested immediately. As
previously reported, on September 1, 2025, Natasha Giordano was appointed the Company’s Board of Directors. As such, consistent
with the Company’s previously disclosed Non-Employee Director Compensation Program, the Board awarded Ms. Giordano an onboarding
stock option to the purchase of shares of Company common stock equating to $30,000 with an exercise price set as the closing price of
the Company’s common stock on the day immediately prior to the appointment to the Board, which option vested immediately.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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 15th day of December 2025.
| |
ORAGENICS,
INC.
(Registrant) |
| |
|
| |
BY: |
/s/
Janet Huffman |
| |
|
Janet
Huffman
Chief
Executive Officer |
