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ORAGENICS INC

For the period ended Oct 31, 2024. Filed Oct 31, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 31, 2024 · Filed Oct 31, 2024

OGEN$0.35+0.0%Stored close · as of Nov 6, 2026
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APPENDIX C PROXY CARD

APPENDIX C

PROXY CARD

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF

TO BE HELD AT THEoffices of Shumaker, Loop, & Kendrick, Bank of America Plaza, 101 E Kennedy Blvd Suite 2800, Tampa, FL 33602

ON DECEMBER 11, 2024,

AT 9:00 A.M., EASTERN TIME.

The undersigned shareholder of Oragenics, Inc.(the “Company”), Tampa, Florida, hereby constitutes and appoints J. Michael Redmond and Janet Huffman, and each of them with authority to act without the others, as attorneys and proxies for the undersigned, with full power of substitution, to attend, act and vote the number of shares of Common Stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders (the “Annual Meeting”) or at any adjournments thereof, upon the proposals described in the Notice to the Holders of Common Stock of the Annual Meeting and Proxy Statement (collectively, the “Proxy Materials”), both dated October 31, 2024, the receipt of which is acknowledged, in the manner specified below. The proxies, in their discretion, are further authorized to vote on any shareholder proposals not submitted to the Company for a vote of the shareholders at the Annual Meeting within a reasonable time prior to the mailing of the Proxy Materials, as well as on the election of any person as a Director if a Director nominee named in Proposal 1 is unable to serve or for good cause will not serve, and on matters incident to the conduct of the Annual Meeting. At the present time, the Board of Directors knows of no other business to be presented to a vote of the shareholders at the Annual Meeting.

This Proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder**. If no direction is made, this Proxy will be voted FOR the election of the Directors listed on the reverse side and FOR Proposals 2, 3 and 4.**

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ORAGENICS, INC. AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE. The undersigned reserves the right to revoke this Proxy at any time prior to the Proxy being voted at the Annual Meeting. The Proxy may be revoked by delivering a signed revocation to the Company at any time prior to the Annual Meeting, by submitting a later-dated Proxy, or by attending the Annual Meeting in person and casting a ballot. The undersigned hereby revokes any Proxy previously given to vote such shares at the Annual Meeting.

Further information about the Annual Meeting and how to vote are contained in the Proxy Statement in the section titled “Questions and Answers about the Proxy Materials and Voting.”

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held on December 11, 2024. The Notice of

Meeting, Proxy Statement, Annual Report and Proxy Card are Available at:

http://www.viewproxy.com/oragenics/2023

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PROXY

A.PROPOSALS – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4.

Proposal 1: Election of Directors. On the proposal to elect the following Directors to serve until the indicated Annual Meeting of Shareholders of the Company and until their successors are elected and qualified:

Charles L. PopeFor ☐Withhold Authority ☐
Robert C. KoskiFor ☐Withhold Authority ☐
Dr. Frederick W. TellingFor ☐Withhold Authority ☐
Dr. Alan DuntonFor ☐Withhold Authority ☐
John GandolfoFor ☐Withhold Authority ☐
Bruce CassidyFor ☐Withhold Authority ☐

Proposal 2: Advisory vote on executive compensation.

☐ For☐ Against☐ Abstain

Proposal 3: Approval of 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.

☐ For☐ Against☐ Abstain

Proposal 4: Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2024.

☐ For☐ Against☐ Abstain

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B. Authorized Signatures – This section must be completed for your vote to be counted. — Date and Sign Below.

Please sign exactly as your name appears on your stock certificate and date. Where shares are held jointly, each shareholder should sign. When signing as executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in full partnership name by authorized person.

Shares Held: ______________________________________

Signature of Shareholder_____________________________

Signature of Shareholder (If held jointly) __________________

Dated:_____________________________________________

THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED.

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