ORAGENICS INC 8-K

What Happened

• Oragenics, Inc. announced an amendment to its At-the-Market Sales Agreement with Dawson James Securities, originally entered on October 11, 2024. The amendment, dated January 22, 2026, extends the term of the agreement governing the Company's ability to sell shares of its common stock into the market through the Sales Agent. Sales may be made as an “at the market” offering (Rule 415(a)(4)) on or through trading venues such as the NYSE American. The amendment leaves all other terms of the Sales Agreement unchanged.

Key Details

• Amendment date: January 22, 2026; original Sales Agreement date: October 11, 2024.
• Offering type: At-the-market sales of common stock, with Dawson James acting as sales agent or principal.
• New expiration triggers: earlier of (i) issuance and sale of all offered shares to/through the Sales Agent, and (ii) the later of (X) the expiration of a Form S-3 shelf registration the Company plans to file under Rule 415(a)(5) and (Y) the expiration of any replacement registration statement under Rule 415(a)(6).
• Other Sales Agreement terms remain in full force; the amendment is filed as Exhibit 1.2 to the 8-K.

Why It Matters

• The extension preserves Oragenics’ ability to raise capital over a longer timeframe via at-the-market offerings, which can be used for working capital, R&D, or other corporate needs.
• For investors, this means potential future dilution if the Company issues additional shares under the program; however, no specific share sales or amounts were disclosed in this filing.
• Shareholders should watch for subsequent registration filings (Form S-3) and any actual sales notices for details on timing and scope of future dilution.