ORAGENICS INC

(a) Entry into a Material Definitive Agreement

On March 13, 2025, the Company entered into and consummated a note securities purchase agreement (the “Purchase Agreement”) with a single investor (the “Purchaser”) pursuant to which the Company sold, in a private placement (the “Offering”), to the Purchaser a promissory note with an aggregate principal amount of $3,000,000 (the “Note”) and 1,000,000 shares of Series G Mirroring Preferred Stock of the Company (the “Series G Preferred Stock”).

The aggregate gross proceeds to the Company were $2,500,000 million, before deducting placement agent fees and expenses. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes.

Dawson James Securities, Inc. served as the placement agent in the Offering, pursuant to the terms of a placement agent agreement dated February 26, 2024 (the “Placement Agency Agreement”) and received 6% of the gross proceeds of the Offering and reimbursement of the legal fees of its counsel.

The Note and Series G Preferred Stock sold in the Offering were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, have not been registered under the Act, or applicable state securities laws. Accordingly, the Note and Series G Preferred Stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

The Purchase Agreement

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

Original Issue Discount Senior Note

The Note was issued with an original issue discount of 20%. No interest accrues on the Note unless and until an Event of Default (as defined in the Note) has occurred, upon which interest shall accrue at a rate of twenty percent (20.0%) per annum and shall be computed on the basis of a three hundred sixty (360)-day year and twelve (12) thirty (30)-day months and shall be payable on the maturity date. The Note matures upon the earlier of 120 days from the issuance date or the closing of any subsequent offering by the Company with net proceeds equal to or in excess of all amounts due under the Note. The Note contain certain Events of Default, including (i) the Company’s failure to pay any amount of principal, interest, redemption price or other amounts due under the Notes or any other transaction document, (ii) any default under, redemption of, or acceleration prior to maturity of any indebtedness of the Company, as such term is defined in the transaction documents, (iii) bankruptcy of the Company or its subsidiaries, (iv) a final judgement or judgements for the payment of money in excess of $250,000, which is not discharged or stayed pending appeal within 60 days, and (v) any breach or failure to comply with any provision of the Note or any other transaction document. Upon the occurrence of any Event of Default and at any time thereafter, the Purchaser shall have the right to exercise all of the remedies under the Note. The Note also provide for redemption upon a change of control, as such term is defined under the Notes and mandatory redemption upon the receipt of net proceeds from any offering of equity or debt by the Company.

Lock-Up Agreements

Concurrently with the execution of the Purchase Agreement, the directors and executive officers of the Company entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which they accepted certain restrictions on transfers of shares of Company Common Stock held, or to be held, by them for the 90-day period following the execution of the Purchase Agreement.

The Certificate of Designation

In connection with the Offering, the Company filed a Certificate of Designation with the Secretary of State for the State of Florida (the “Certificate of Designation”) designating 1,000,000 shares out of the authorized but unissued shares of its preferred stock as Series G Preferred Stock. The following is a summary of the principal terms of the Series G Preferred Stock.

The rights and preferences of the Series G Preferred Stock are set forth in the Certificate of Designation filed with Secretary of State for the State of Florida, a copy of which is attached hereto as Exhibit 3.9. The Series G Preferred Stock has no voting rights, except as required by applicable law and except that each share of Series G Preferred Stock shall entitle the holder thereof to 1,000 votes per each share of Series G Preferred Stock solely and exclusively with respect to the Reverse Split Proposal, the Amendment Proposal and any Adjournment Proposal (as defined below), voting together with the Common Stock as a single class. The Purchaser has agreed to vote all of Purchaser’s shares of Series G Mirroring Preferred Stock on any proposal presented to the shareholders of the Corporation for purposes of approving the Reverse Split Proposal, the Amendment Proposal and the Adjournment Proposal and has agreed that such shares of Series G Mirroring Preferred Stock, shall, to the extent voted in favor of such proposals, be automatically and without further action of the Purchaser voted in the same proportions as shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the Reverse Split Proposal, the Amendment Proposal and the Adjournment Proposal, as applicable. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock in connection with the Reverse Split Proposal are voted against such proposal and 70% of the aggregate votes cast by Common Stock are voted in favor thereof, then 30% of the votes cast by the shares of Series G Mirroring Preferred Stock voting in connection with the Reverse Split Proposal shall vote against the approval of the Reverse Split Proposal and 70% of such votes shall be cast in favor.

In connection with the Company’s annual meeting schedule for April 30, 2025, the Company anticipates seeking its shareholders’ approval for:

The Series G Preferred Stock shall rank junior to the Series F Preferred Stock. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value for each share of Series G Mirroring Preferred Stock before any distribution or payment shall be made to the holders of Common Stock but after any other class of stock than ranks senior to the Series G Mirroring Preferred Stock, including the Series F Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Each share of Series G Mirroring Preferred Stock shall have no par value and a stated value equal to $0.10.

Upon effectiveness of either the Reverse Split Proposal or the Proposal to Increase Authorized Shares, each share of Series G Preferred Stock shall be automatically transferred to the Company and cancelled for no consideration with no action on behalf of the holders of Series G Preferred Stock. Such shares shall resume the status of authorized but unissued preferred stock and will no longer be designated as Series G Mirroring Preferred Stock.

There is no established trading market for any of the Series G Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series G Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series G Preferred Stock will be limited.

The foregoing descriptions of the Certificate of Designation, the Purchase Agreement, the Note, the Lock-Up Agreements and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, Notes, the Lock-Up Agreement and the Placement Agency Agreement, forms of which are attached hereto as Exhibits 3.9, 10.25, 10.26, 10.27, and 10.28, respectively and are each incorporated by reference herein.

(b) During the quarter ended December 31, 2024, no officer or director adopted orterminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement.