ORAGENICS INC
For the period ended Apr 1, 2025. Filed Apr 1, 2025.
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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.
Apr 1, 2025 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| Oragenics, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): | |
| ☒ | No Fee Required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1990 Main St. Suite 750
Sarasota, Florida 34236
April 1, 2025
To the Shareholders of Oragenics, Inc.:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Oragenics, Inc. (the “Company”), which will be held on May 2, 2025, beginning at 10:00 a.m. Eastern Time at the offices of Shumaker, Loop, & Kendrick, Bank of America Plaza, 101 E Kennedy Blvd Suite 2800, Tampa, FL 33602 for the following purposes:
| 1. | To elect five Directors of the Company to serve until the next Annual Meeting of Shareholders (“Proposal 1”); |
| 2. | To conduct a non-binding advisory vote on the desired frequency of a non-binding advisory vote on executive compensation (the “Frequency of Voting for Executive Compensation Proposal” or “Proposal 2”); |
| 3. | To conduct a non-binding advisory vote on executive compensation (the “Executive Compensation Proposal” or “Proposal 3”); |
| 4 | To approve a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within one year after shareholder approval is obtained, to effect a reverse stock split (the “Reverse Stock Split”) of then-outstanding shares of the Company’s Common Stock, at a ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the exact ratio to be determined by the Company’s Board and included in a public announcement (the “Reverse Stock Split Proposal” or “Proposal 4”); |
| 5. | To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock to 350,000,000 in the event a reverse stock split of our common stock is effectuated prior to approval of the Reverse Stock Split Proposal (the “Increase Authorized Shares Proposal” or “Proposal 5”); |
| 6. | To approve an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Equity Incentive Plan”), to increase the number of common shares available for issuance under the 2021 Equity Incentive Plan from 3,166,667 shares of Common Stock, as reduced by any Reverse Stock Split, to 3,166,667 shares of Common Stock after the implementation and contingent on the effectuation of the Reverse Stock Split (the “Incentive Plan Increase Proposal” or “Proposal 6”); |
| 7. | To ratify the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2025 “Proposal 7”); |
| 8. | To approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock and Series G Mirroring Preferred Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 4 or Proposal 5 are insufficient (the “Adjournment Proposal” or “Proposal 8”); and |
| 9. | To transact such other business as may properly come before the Annual Meeting. |
THE BOARD UNANIMOUSLY RECOMMENDS (1) A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, (2) A VOTE FOR EVERY 1 YEAR AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION, (3) A VOTE FOR THE APPROVAL OF THE EXECUTIVE COMPENSATION, (4) A VOTE TO AUTHORIZE THE COMPANY’S BOARD, IN ITS DISCRETION AT ANY TIME WITHIN ONE YEAR AFTER SHAREHOLDER APPROVAL IS OBTAINED, TO EFFECT A REVERSE STOCK SPLIT OF THEN-OUTSTANDING SHARES OF THE COMPANY’S COMMON STOCK, AT A RATIO OF NOT LESS THAN ONE-FOR-FIVE (1:5) AND NOT GREATER THAN ONE-FOR-FIFTY (1:50), (5) A VOTE TO INCREASE THE SHARES AVAILABLE FOR ISSUANCE UNDER THE COMPANY’S ARTICLES OF INCORPORATION TO 350,000,000 IN THE EVENT A REVERSE STOCK SPLIT OF OUR COMMON STOCK IS EFFECTUATED PRIOR TO APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL (6) A VOTE TO INCREASE THE SHARES AVAILABLE FOR ISSUANCE UNDER THE 2021 EQUITY PLAN AFTER A REVERSE STOCK SPLIT, (7) A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 AND (8) IF THE NUMBER OF SHARES OF COMMON STOCK AND SERIES G MIRRORING PREFERRED STOCK PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND VOTING “FOR” THE ADOPTION OF PROPOSAL 4 OR PROPOSAL 5 ARE INSUFFICIENT, A VOTE FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
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The Board has fixed the close of business on March 21, 2025 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only shareholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.
Sincerely,
/s/ Janet Huffman
Janet Huffman
Chief Financial Officer
Enclosures
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND PROMPTLY VOTE YOUR PROXY BY COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXYIN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
THE PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE ON THE INTERNET AThttps://web.viewproxy.com/oragenics/2024 OR AT THE SEC’S WEBSITE ATHTTP://WWW.SEC.GOV.
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1990 Main St. Suite 750
Sarasota, Florida 34236
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2025
Notice is hereby given to the shareholders of Oragenics, Inc., a Florida Corporation (the “Company”), of the 2024 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and all adjournments and postponements thereof. The Annual Meeting will be held at the offices of Shumaker, Loop, & Kendrick, Bank of America Plaza, 101 E Kennedy Blvd Suite 2800, Tampa, FL 33602 on May 2, 2025, at 10:00 a.m. Eastern Time, for the following purposes:
| 1. | To elect five Directors of the Company to serve until the next Annual Meeting of Shareholders (“Proposal 1”); |
| 2. | To conduct a non-binding advisory vote on the desired frequency of a non-binding advisory vote on executive compensation (the “Frequency of Voting for Executive Compensation Proposal” or “Proposal 2”); |
| 3. | To conduct a non-binding advisory vote on executive compensation (the “Executive Compensation Proposal” or “Proposal 3”); |
| 4 | To approve a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within one year after shareholder approval is obtained, to effect a reverse stock split (the “Reverse Stock Split”) of then-outstanding shares of the Company’s Common Stock, at a ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the exact ratio to be determined by the Company’s Board and included in a public announcement (the “Reverse Stock Split Proposal” or “Proposal 4”); |
| 5. | To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock to 350,000,000 in the event a reverse stock split of our common stock is effectuated prior to approval of the Reverse Stock Split Proposal (the “Increase Authorized Shares Proposal” or “Proposal 5”); |
| 6. | To approve an amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Equity Incentive Plan”), to increase the number of common shares available for issuance under the 2021 Equity Incentive Plan from 3,166,667 shares of Common Stock, as reduced by any Reverse Stock Split, to 3,166,667 shares of Common Stock after the implementation and contingent on the effectuation of the Reverse Stock Split (the “Incentive Plan Increase Proposal” or “Proposal 6”); |
| 7. | To ratify the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2025 “Proposal 7”); |
| 8. | To approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock and Series G Mirroring Preferred Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 4 or Proposal 5 are insufficient (the “Adjournment Proposal” or “Proposal 8”); and |
| 9. | To transact such other business as may properly come before the Annual Meeting |
The Board unanimously recommends a vote “FOR” the approval of each of the Director Nominees, for ONE YEAR on the Frequency of Voting for Executive Compensation Proposal and a vote “FOR” the approval of each of the following proposals: Executive Compensation Proposal, the Reverse Stock Split Proposal, the Increase Authorized Shares Proposal, the Incentive Plan Increase Proposal, the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and, if the number of shares of Common Stock and Series G Mirroring Preferred Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 4 or Proposal 5 are insufficient, the Adjournment Proposal.
These items of business are more fully described in the Proxy Statement accompanying this Notice. All shareholders are cordially invited to attend the Annual Meeting.
The record date for the Annual Meeting is March 21, 2025. Only those shareholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a Proxy issued in your name from that record holder.**To assure your representation at the Annual Meeting, please vote your Proxy by completing, dating, signing and returning the enclosed Proxy.**Even if you have previously submitted your Proxy, you may choose to vote in person at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please read the Proxy Statement and then promptly vote your Proxy in order to ensure your representation at the Annual Meeting.
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You may access the materials for the Annual Meeting by visiting the website: https://web.viewproxy.com/oragenics/2024.
A complete list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder at the Annual Meeting and for a period of ten days prior thereto at the executive offices of the Company in Sarasota, Florida during ordinary business hours for any purpose germane to the Annual Meeting.
This Notice is not a form for voting and presents only an overview of the more complete Proxy materials, which contain important information and are available on the Internet at the above address or by mail upon request. Shareholders are encouraged to access and review carefully the information contained in the enclosed Proxy Statement prior to voting.
This Notice and the attached Proxy Statement are first being disseminated to shareholders on or about April 1, 2025.
| BY ORDER OF THE BOARD OF DIRECTORS, | |
| /s/ JANET HUFFMAN | |
| Sarasota, Florida | JANET HUFFMAN |
|---|---|
| April 1, 2025 | Secretary |
**Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 2, 2025:This Proxy Statement, along with our Annual Report on Form 10-K for the year ended December 31, 2024, is available at: https://web.viewproxy.com/oragenics/2024.
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TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| PROPOSAL 1 ELECTION OF DIRECTORS | 9 |
| PROPOSAL 2 ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION | 12 |
| PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 13 |
| PROPOSAL 4 REVERSE SPLIT PROPOSAL | 14 |
| PROPOSAL 5 INCREASE AUTHORIZED SHARES PROPOSAL | 22 |
| PROPOSAL 6 INCENTIVE PLAN INCREASE PROPOSAL | 24 |
| PROPOSAL 7 RATIFICATION OF THE SELECTION OF CHERRY BEKAERT LLP AS THE COMPANY’S INDEPENDENT AUDITORS | 36 |
| PROPOSAL 8 THE ADJOURNMENT PROPOSAL | 38 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 39 |
| CORPORATE GOVERNANCE | 40 |
| EXECUTIVE COMPENSATION | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 58 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 60 |
| DELINQUENT SECTION 16(a) REPORTS | 60 |
| HOUSEHOLDING OF PROXY MATERIALS | 60 |
| OTHER MATTERS | 61 |
| APPENDIX A- AMENDMENT TO ARTICLES OF INCORPORATION-REVERSE STOCK SPLIT | A-1 |
| APPENDIX B AMENDMENT TO ARTICLES OF INCORPORATION-INCREASE AUTHORIZED SHARES | B-1 |
| APPENDIX C AMENDMENT TO 2021 EQUITY INCENTIV PLAN | C-1 |
| APPENDIX D PROXY CARD | D-1 |
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PROXY STATEMENT
FOR HOLDERS OF COMMON STOCK
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2025
This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2024 (the “Annual Report” and, together with the Proxy Statement, the “Proxy Materials”) are being furnished by and on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of Oragenics, Inc. (the “Company,” “we,” “us,” or “our”), in connection with our 2024 Annual Meeting of shareholders (the “Annual Meeting”). The Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 1, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.