Oragenics SEC Filings

Oragenics, Inc. (NYSE American: OGEN) has filed a Form S-1 to raise capital through a best-efforts offering of up to 800,000 shares of Series H Non-Voting Convertible Preferred Stock and an equal number of accompanying five-year warrants. Each Preferred share and warrant unit will be sold at a fixed combined price of $25.00, providing gross proceeds of up to $20 million before fees and expenses if the offering is fully subscribed. Dawson James Securities will act as placement agent for a cash fee equal to 7.0 % of gross proceeds.

Key structural terms

• Conversion mechanics: The Conversion Price will be set at pricing, likely tied to the prevailing common-share price and may include a discount. Illustrative examples show conversion ratios of 6.94 common shares per Preferred share at a $3.60 Conversion Price and 10 common shares per Preferred share at a $2.50 Conversion Price.
• Anti-dilution feature: A full-ratchet provision lowers the Conversion Price of any unconverted Preferred shares to match the price of future equity issuances, with no stated floor. This can materially increase the number of common shares issuable and intensify dilution risk.
• Warrants: Immediately exercisable at $25.00 per Preferred share; expire five years after issuance.
• Maximum share issuance: The prospectus registers up to 17,095,822 common shares—reflecting the company’s good-faith estimate of shares that could be issued upon conversion of all Preferred shares (including those underlying warrants) plus stock-settled dividends.
• Listing & liquidity: Neither the Preferred shares nor the warrants will be listed on any exchange, and the company does not expect an active secondary market to develop.

Capital-markets context

• The company completed a 1-for-30 reverse stock split on 3 June 2025, which reduced outstanding common shares and increased the per-share price.
• On 18 June 2025 the common stock closed at $4.37. This reference price will influence the eventual Conversion Price.
• Oragenics has received NYSE American deficiency letters for failing the stockholders’ equity tests in Sections 1003(a)(i)–(iii). A compliance plan was accepted on 18 June 2024, giving the company until 18 October 2025 to regain compliance or face delisting procedures.

Risk and proceeds considerations

• No minimum raise & no escrow: Investors may receive no refund if the company raises insufficient funds to execute its business plan.
• Dilution & share availability: Because the anti-dilution feature has no floor, the total shares required to satisfy conversions is indeterminable. The company may be forced to seek shareholder approval to increase authorized shares, which is time-consuming and uncertain.
• Arbitrary pricing: Management—not the market—set the $25.00 unit price and warrant exercise price, which may not reflect intrinsic value.

The offering will terminate no later than 31 July 2025. Proceeds, if any, are expected to provide general working capital and support ongoing efforts to regain exchange compliance, although specific use-of-proceeds details are not disclosed in the excerpt.

Key takeaways from Oragenics Inc. (OGEN) Form 4:

• Reporting person: Odyssey Health, Inc., designated as a 10% owner.
• Two open-market sales of common stock were disclosed.
• 17 Jun 2025: 2,000 shares sold at $4.46.
• 18 Jun 2025: 5,044 shares sold at $4.26.

After completing these transactions, Odyssey Health reports 0 shares of Oragenics common stock remaining, indicating a full divestiture of its previously reportable stake. All transactions were coded “S” (sale) and were executed directly; no derivative securities or additional transactions were reported.