UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

Date of Report: ~~September~~October 116, 2025

(Date of earliest event reported)

Oragenics, Inc.

(Exact name of registrant as specified in its charter)

001-32188

59-3410522

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1990 Main Street

Suite 750

Sarasota, FL

34236

(Address of principal executive offices)

(Zip Code)

813-286-7900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		OGEN		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Effective~~On ~~September~~October 116, 2025, the ~~board~~Company ofentered ~~directors~~into a Settlement Agreement (the “~~Board~~Settlement Agreement”) ofwith ~~Oragenics~~Ladenburg Thalmann & Co., Inc. (“Ladenburg”), pursuant to which the “Company and Ladenburg agreed to settle all claims between the parties, including those arising under the Investment Banking Agreement between the parties dated December 7, 2022 (the “IB Agreement”). ~~appointed~~As previously reported, Ladenburg claimed it was due $2,500,000 in connection with the Company’s purchase Msof assets from Odyssey Health, Inc. ~~Natasha~~In ~~Giordano~~response, the Company initiated a confidential action for arbitration against Ladenburg with the Financial Industry Regulatory Authority on March 12, 2024, seeking, among other things, a declaratory judgment that no such fee was owed. Pursuant to the Settlement Agreement, the Company’s ~~Board~~paid $700,000 to Ladenburg in exchange for a mutual release of all claims, and the parties agreed to dismiss their respective claims.

~~Ms.~~Item ~~Giordano, since July 2, 2025, has served as the Board Chair for Incora Health and, since August 2024, has served on the Compensation Committee and on the Board of Directors of Afaxys Inc~~3.01 ~~She~~Notice ~~also is presently serving as a strategic advisor to Aqtual, Inc. and Omeza. Previously, Ms. Giordano served on the Board~~ of ~~Matinas BioPharma~~Delisting ~~(NYSE:MTNB)~~or ~~from~~Failure September 2020 through February 2025. Ms. Giordano served as President and Chief Executive Officer of PLx Pharma Inc. (NASDAQ: PLXP), a late-stage specialty pharmaceutical company, from January 2016 through July 2023, and served as a member of the board of PLx. Previously, Ms. Giordano served as Chief Executive Officer of ClearPoint Learning, Inc., a privately held learning and training platform company, from May 2015 through November 2015. She also served on the ClearPoint board of directors from December 2009 through November 2015. Previously, Ms. Giordano served as the Chief Executive Officer of Healthcare Corporation of America (NYSE: HCA), a leading healthcare provider, from January 2014 through August 2014. From June 2009 to ~~August~~Satisfy ~~2012, Ms.~~A ~~Giordano~~Continued ~~served~~Listing asRule ~~Chief~~or ~~Operating~~Standard; ~~Officer~~Transfer ~~and then as Chief Executive Officer, President and a member~~ of ~~the board of directors of Xanodyne Pharmaceuticals, Inc~~Listing., a privately-held branded specialty pharmaceutical company with development and commercial capabilities focused on pain management and women’s health. Prior to that, she served as President, Americas, for Cegedim Dendrite (formerly Dendrite International Inc.), a global technology services company, from 2007 to 2008 and as Senior Vice President of the Global Customer Business Unit of Cegedim Dendrite from 2004 to 2007. Ms. Giordano holds a Bachelor of Science degree in nursing from Wagner College.

~~Ms.~~On ~~Giordano~~October ~~was~~20, ~~chosen~~2025, toOragenics, ~~serve~~Inc. as(the “Company”) received a ~~member~~letter offrom ~~our~~the ~~Board~~NYSE ~~due~~American toinforming ~~her~~the ~~experience~~Company init has ~~commercialization~~regained compliance with the stockholder’s equity requirements of ~~pharmaceuticals,~~the ~~her~~NYSE ~~general~~American ~~management~~continued listing standards. As such, it ~~knowledge~~is ~~and~~expected ~~her~~that ~~knowledge~~at the opening of trading on October 21, 2025, the ~~pharmaceutical~~below compliance (“.BC”) indicator will be removed and the ~~health~~Company ~~care~~will ~~industries~~be removed from the list of NYSE American noncompliant issuers.

InAs ~~connection~~previously disclosed, on April 16, 2024 and August 13, 2024, the Company received deficiency letters from the NYSE American indicating that it was not in compliance with the ~~appointment~~continued listing standards set forth in Sections 1003(a)(i), (ii) and (iii) of ~~Ms.~~the ~~Giordano~~NYSE toAmerican Company Guide (the “Company Guide”). Section 1003(a)(i) requires stockholders’s ~~Board~~equity ~~and~~of ~~pursuant~~no toless than $2,000,000 if the Company’s ~~current~~has ~~non-employee~~sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years. Section ~~directors~~1003(a)(ii) ~~compensation~~requires ~~program,~~a ~~pursuant~~listed company to ~~which~~have ~~all~~stockholders’ ~~non-employee~~equity ~~directors~~of ~~receive~~$4 anmillion ~~annual~~or ~~base~~more ~~fee~~if ~~for~~the ~~service~~listed oncompany ~~the~~has ~~Board~~reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(iii) requires a listed company to have stockholders’ equity of $~~45,000,~~6 million or more if the listed company has reported losses from continuing operations and/or ~~pro~~net ~~rated~~losses ~~for~~in ~~any~~its ~~partial~~five most recent fiscal years. On May 17, 2024, the ~~Board~~Company ~~agreed~~submitted a plan of compliance (the “Plan”) to ~~pay~~the MsNYSE American. ~~Giordano~~If ~~$3,750~~the ~~per~~Company ~~month~~had ~~for~~not ~~each~~regained ofcompliance with the ~~months~~continued oflisting ~~September,~~standards by October 18, 2025, the Company ~~November~~would ~~and~~have ~~December~~been ~~2025~~subject to delisting procedures as set forth in the Company Guide.

~~There~~On ~~are~~June no18, ~~arrangements~~2024, orthe ~~understandings~~NYSE ~~between~~American Msaccepted the Company’s Plan and since that time the Company has been executing on its Plan by raising additional capital and reducing expenses. ~~Giordano~~Most recently, as previously reported, on July 2, 2025, the Company successfully consummated a public offering of Series H Convertible Preferred Stock, initially convertible into up to 9,570,000 shares of Common Stock, inclusive of dividends payable on the Series H Preferred Stock and Warrants to purchase up to 660,000 additional shares of Series H Preferred Stock. The July 2025 offering resulted in gross proceeds to the Company orof ~~any~~approximately $16.5 million before deducting placement agent fees and other ~~persons~~estimated offering expenses payable by the Company. Prior to that, as previously disclosed, on February 5, 2025, the Company sold 7.8 million shares of Common Stock pursuant to ~~which~~its MsATM program, for gross proceeds of $2.75 ~~Giordano~~million ~~was~~before ~~selected~~subtracting commission asand alegal ~~director~~expenses. ~~There~~Prior ~~are~~to nothat, ~~related~~as ~~party~~previously ~~transactions~~disclosed, ~~between~~on September 5, 2024, the Company successfully consummated a public offering of 3,078,378 shares of Common Stock and ~~Ms.~~Pre-Funded ~~Giordano~~Warrants ~~(or~~to ~~any~~purchase ~~immediate~~5,028,206 ~~family~~shares ~~member~~of ~~thereof)~~Common Stock. The September 2024 Offering ~~requiring~~resulted ~~disclosure~~in ~~under~~gross ~~Item~~proceeds ~~404(a)~~to the Company of ~~Regulation~~approximately ~~S-K~~$4.45 million before deducting placement agent fees and other estimated offering expenses payable by the Company.

~~Ms.~~As ~~Giordano~~a ~~has~~result ~~agreed~~of toforegoing ~~stand~~efforts, ~~for~~the ~~re-election~~Company atbelieves it is in compliance with 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide as the Company’s ~~next~~stockholder’s ~~annual~~equity ~~meeting~~exceeds $6.0 million, as of ~~shareholders~~October 18, 2025.

~~ITEM~~On ~~9.01.~~October ~~FINANCIAL~~20, ~~STATEMENTS~~2025, ~~AND~~the ~~EXHIBITS~~Company received a notice from the NYSE American that it is in compliance with Section 1003(a) of the Company Guide.

Item 7.01 Regulation FD Disclosure.

On October 21, 2025, the Company issued a press release announcing that it had regained compliance with the NYSE American listing standards. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated October 21, 2025
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~2nd~~21st day of ~~September~~October 2025.

	ORAGENICS, INC. (Registrant)

	BY:	/s/ Janet Huffman
		Janet Huffman Chief Executive Officer

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