Oragenics (OGEN) schedules 2025 shareholder meeting and sets May 1, 2026 proposal cutoff

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Oragenics, Inc. plans to hold its 2025 Annual Meeting of Shareholders on June 29, 2026. The board chose this date and is notifying investors because it is more than 30 days later than the prior year’s meeting date, triggering specific disclosure requirements under securities rules.

Shareholders who want their proposals included in the company’s proxy statement and form of proxy for the 2025 Annual Meeting must ensure Oragenics receives them by May 1, 2026, at its Lakewood Ranch, Florida principal executive offices, directed to the Corporate Secretary.

8-K Event Classification

2 items: 5.08, 9.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2025 Annual Meeting date: June 29, 2026 Shareholder proposal deadline: May 1, 2026 Notification date: March 27, 2026

3 metrics

2025 Annual Meeting date June 29, 2026 Scheduled date for Oragenics’ 2025 Annual Meeting of Shareholders

Shareholder proposal deadline May 1, 2026 Cutoff for proposals to be included in 2025 proxy statement under Rule 14a-8

Notification date March 27, 2026 Board determined meeting date and triggered disclosure obligations

Key Terms

Annual Meeting of Shareholders, proxy statement, Rule 14a-5(f), Rule 14a-8, +1 more

5 terms

Annual Meeting of Shareholders financial

"to schedule Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) for June 29, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

proxy statement financial

"The record date, time and location of the 2025 Annual Meeting will be as set forth in the Company’s proxy statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Rule 14a-5(f) regulatory

"in accordance with Rule 14a−5(f) under the Securities Exchange Act of 1934"

Rule 14a-8 regulatory

"Proposals to be included in the Company’s proxy statement for the 2025 Annual Meeting in accordance with Rule 14a-8 under the Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Exchange Act regulatory

"under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

Understanding 8-K Material Events →

03/31/2026 - 04:05 PM

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: March 27, 2026

(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)

9015 Town Center Parkway,

Suite 143

Lakewood Ranch, Florida

34202

(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 5.08 SHAREHOLDER DIRECTOR NOMINATIONS

On March 27, 2026, the Board of Directors of Oragenics, Inc. (the “Company”) determined it is in the best interest of the Company to schedule Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) for June 29, 2026. Because the date of the 2025 Annual Meeting has changed by more than 30 days from the anniversary date of the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), in accordance with Rule 14a−5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing shareholders of such change. The record date, time and location of the 2025 Annual Meeting will be as set forth in the Company’s proxy statement for the 2025 Annual Meeting.

Because the date of the 2025 Annual Meeting has been changed by more than 30 days from the anniversary of the 2024 Annual Meeting of Shareholders, a new deadline has been set for submission of proposals by Shareholders intended to be included in the Company’s 2025 proxy statement and form of proxy. Proposals to be included in the Company’s proxy statement for the 2025 Annual Meeting in accordance with Rule 14a-8 under the Exchange Act must be received by the Company on or before May 1, 2026, which the Company believes is a reasonable time before it expects to begin to print and send its proxy materials. Shareholders must deliver the proposals or nominations to the Company’s principal executive offices at the following address: Oragenics, Inc., Attn: Corporate Secretary, 9015 Town Center Parkway, Suite 143, Lakewood Ranch, Florida 34202.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description

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 31^st day of March 2026.

	ORAGENICS, INC. (Registrant)

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

Source: View Original Filing on SEC EDGAR

FAQ

When will Oragenics (OGEN) hold its 2025 Annual Meeting of Shareholders?

Oragenics plans to hold its 2025 Annual Meeting of Shareholders on June 29, 2026. The board selected this date and disclosed it because it is more than 30 days later than the prior year’s meeting, requiring notice under securities regulations.

What is the shareholder proposal deadline for Oragenics (OGEN) 2025 proxy statement?

To be included in Oragenics’ 2025 proxy statement and form of proxy, shareholder proposals must be received by May 1, 2026. The company states this is a reasonable time before it expects to begin printing and mailing its proxy materials for the annual meeting.

Why did Oragenics (OGEN) disclose a change in its 2025 Annual Meeting date?

Oragenics disclosed the 2025 Annual Meeting timing because the June 29, 2026 date is more than 30 days later than the anniversary of its 2024 meeting. Under Rule 14a-5(f) of the Exchange Act, this change requires informing shareholders of the new meeting schedule.

Where must Oragenics (OGEN) shareholders send proposals or director nominations?

Shareholders must deliver proposals or director nominations to Oragenics’ principal executive offices at 9015 Town Center Parkway, Suite 143, Lakewood Ranch, Florida 34202. Submissions should be addressed to the Corporate Secretary to be considered for the 2025 Annual Meeting materials.

What SEC rule governs inclusion of shareholder proposals for Oragenics (OGEN)?

Inclusion of shareholder proposals in Oragenics’ 2025 proxy statement is governed by Rule 14a-8 under the Exchange Act. Proposals meeting this rule’s requirements and received by May 1, 2026 may be included in the materials for the June 29, 2026 annual meeting.

Filing Exhibits & Attachments

3 documents