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, 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. ☐

(b) and (c) Termination of Interim Principal Executive Officer and President; Appointment of New Interim Principal Executive Officer and President

As previously disclosed, the Company has elected not to renew J. Michael Redmond’s Employment Agreement dated December 28, 2023. Effective December 16, 2024, the Company terminated the employment of J. Michael Redmond, the Company’s Interim Principal Executive Officer and President, and appointed the Company’s Chief Financial Officer, Janet Huffman, to serve as the Company’s new Interim Principal Executive Officer and President until such time as the Company retains a new Chief Executive Officer and President. Ms. Huffman has served as the Company’s Chief Financial Officer since March 6, 2023.

(e) Compensatory Arrangements of Certain Officers.

As reported below under Item 5.07 of this Current Report, Oragenics, Inc. (the “Company”) held its annual meeting of shareholders on December 11, 2024 (the “Annual Meeting”), at which meeting the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Plan (the “2021 Plan”) to increase the aggregate number of shares available for the grant of awards by 2,000,000 shares to a total of 3,166,667 shares. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Plan and Plan Amendment, copies of which are filed as Exhibit 4.1 and 4.3, respectively to this Current Report and are incorporated by reference herein.

(a) The Annual Meeting was held on December 11, 2024.

(b) At the Annual Meeting the following proposals were voted on by our shareholders:

PROPOSAL I: Election of Directors.

Mr. Charles Pope, Dr. Frederick Telling, Mr. Robert Koski, Dr. Alan Dunton, Mr. John Gandolfo and Mr. Bruce Cassidy 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:

PROPOSAL II: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:

PROPOSAL III: To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of common shares available for issuance under the 2021 Equity Incentive Plan from 1,166,667 shares of Common Stock to 3,166,667 shares of Common Stock. The votes were as follows:

PROPOSAL IV: Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2024. The votes were as follows:

On December 16, 2024, Oragenics, Inc. (the “Company”) issued a press release announcing the conversion of its Series A Preferred Stock and Series B Preferred Stock into Common Stock. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d) 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 16^th day of December, 2024.