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: September 19, 2024

(Date of earliest event reported)

Oragenics, Inc.

(Exact name of registrant as specified in its charter)

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:

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

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.

Executive Officer Stock Option Awards. On September 19, 2024, the Compensation Committee and Board of Directors approved an award of stock options (the “Options”) to certain of our executive officers under the Company’s 2021 Equity Incentive Plan, as amended (the “Plan”), consisting of 100,000 shares to J. Michael Redmond, our President, and 80,000 shares to Janet Huffman, our Chief Financial Officer. The Options vest immediately. The Options are subject to the terms and conditions of the Plan and the Company’s form of option award agreement.

Item 5.08 Shareholder Director Nominations

The Board of Directors of the Company previously established August 26, 2024, as the date of the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). The Board of Directors subsequently determined to reschedule the 2023 Annual Meeting. The Board has rescheduled the 2023 Annual Meeting to be held on December 11, 2024. The Company is informing shareholders of such change. The record date, time and location of the 2023 Annual Meeting will be as set forth in the Company’s proxy statement for the 2023 Annual Meeting.

A new deadline has been set for submission of proposals by Shareholders intended to be included in the Company’s 2023 proxy statement and form of proxy. Proposals to be included in the Company’s proxy statement for the 2023 Annual Meeting in accordance with Rule 14a-8 under the Exchange Act, must be received by the Company on or before October 20, 2024, which the Company believes is a reasonable time before it expects to begin to print and send its proxy materials. Shareholders must deliver the proposals or nominations to the Company’s principal executive offices at the following address: Oragenics, Inc., Attn: Corporate Secretary, 1990 Main Street, Suite 750, Sarasota, Florida 34236.

Item 9.01 Financial Statements and Exhibits.

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 20th day of September, 2024.