1. Basis of Presentation

The Company

Oragenics, Inc. (formerly known as Oragen, Inc.) (the "Company" or "we") was incorporated in November, 1996; however, operating activity did not commence until 1999. The Company is focused on the discovery, development and commercialization of a variety of technologies associated with oral health, broad spectrum antibiotics and other general health benefits.

On August 29, 2011 the Company held its Annual Meeting of Shareholders (the "Meeting"), at which time the shareholders authorized the amendment to the Company's Amended and Restated Articles of Incorporation (the "Amendment") to increase the number of authorized common stock from 15,000,000 to 50,000,000 shares. Following the Meeting, the Amendment was filed with the Secretary of State of Florida on August 30, 2011 and became effective.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") including the assumption of a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company has incurred recurring losses and negative cash flows from operations since inception. To date the Company has not generated significant revenues from operations. The Company generated revenues of $1,444,447, incurred a net loss of $7,678,868 and used cash of $5,494,758 in its operating activities during the year ended December 31, 2011. As of December 31, 2011 the Company had an accumulated deficit of $(40,995,916) and cash flows from operations were negative throughout 2011. These factors raise substantial doubt about the Company's ability to continue as a going concern.

During 2010 and 2011, the Company's primary source of debt and equity funding was provided by its largest shareholder, the Koski Family Limited Partnership (the "KFLP"). The Company expects to incur substantial expenditures to further develop each of its technologies. The Company believes the working capital at December 31, 2011, together with access to the Loan Agreement with the KFLP will be sufficient to meet the business objectives as presently structured through June 2012. Management recognizes that the Company must generate additional capital resources or consider modifications to its technology development plans to enable it to continue as a going concern. Management's plans include seeking financing, alliances or other partnership agreements with entities interested in the Company's technologies, or other business transactions that would generate sufficient resources to assure continuation of the Company's operations and research and development programs.

The Company intends to seek additional funding through sublicensing arrangements, joint venturing or partnering, sales of rights to technology, government grants and public or private financings. The Company's future success depends on its ability to raise capital and ultimately generate revenue and attain profitability. The Company cannot be certain that additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to it or, if available, will be on terms acceptable to the Company. If the Company issues additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of its common stock, and the Company's current shareholders may experience dilution. If the Company is unable to obtain funds when needed or on acceptable terms, the Company may be required to curtail their current development programs, cut operating costs and forego future development and other opportunities. Without sufficient capital to fund their operations, the Company will be unable to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Reverse Stock Split

On September 24, 2010, the Company effected a 1-for-20 reverse stock split of all of its authorized, issued and outstanding shares of common stock (the "Reverse Stock Split") by filing Articles of Amendment to Amended and Restated Articles of Incorporation with the Secretary of State of Florida. The par value of our common stock remained unchanged. The number of shares and per share amounts included in the financial statements and the accompanying notes have been adjusted to reflect the Reverse Stock Split retroactively. Unless otherwise indicated, all references to number of shares, per share amounts and earnings per share information contained in this report give effect to the Reverse Stock Split.