Skip to main content

ORAGENICS INC

For the period ended Apr 1, 2025. Filed Apr 1, 2025.

View on SEC.gov

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.

Apr 1, 2025 · Filed Apr 1, 2025

OGEN$0.35+0.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

APPENDIX D PROXY CARD

APPENDIX D

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 MAY 2, 2025,

AT 10:00 A.M., EASTERN TIME.

The undersigned shareholder of Oragenics, Inc.(the “Company”), Tampa, Florida, hereby constitutes and appoints Janet Huffman 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 April 1, 2025, the receipt of which is acknowledged, in the manner specified below. The proxy, in her discretion, is 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 ONE YEAR for Proposal 2 and FOR Proposals 3, 4, 5, 6, 7 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, 8.**

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 May 2, 2025. The Notice of

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

https://web.viewproxy.com/oragenics/2024

D-1

PROXY

A.PROPOSALS – The Board of Directors recommends a vote FOR all the nominees listed, ONE YEAR for Proposal 2 and FOR Proposals 3, 4, 5, 6, 7 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, 8.

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 ☐

Proposal 2: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

☐ Every 1 Year☐ Every 2 Years☐ Every 3 Years☐ Abstain

Proposal 3: Advisory vote on executive compensation.

☐ For☐ Against☐ Abstain

Proposal 4: Approval of a proposal to authorize the Company’s Board of Directors, 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), with the exact ratio to be determined by the Company’s Board.

☐ For☐ Against☐ Abstain

Proposal 5: Approval of 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.

☐ For☐ Against☐ Abstain

Proposal 6: Approval of an amendment to the Company’s 2021 Equity Incentive Plan, as amended, 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 upon the effectuation of the Reverse Stock Split

☐ For☐ Against☐ Abstain

Proposal 7: Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2025.

☐ For☐ Against☐ Abstain

Proposal 8: Approval of 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.

☐ For☐ Against☐ Abstain

D-2

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.

D-3

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.