Oragenics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously disclosed, on October 11, 2024, Oragenics, Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with Dawson James Securities Inc. (“Dawson James” or the “Sales Agent”) pursuant to which the Company may issue and sell, from time to time, shares of its common stock (the “Shares”), depending on market demand, with the Sales Agent acting as the sales agent or principal (the “Offering”). Sales of the Shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the NYSE American.
On January 22, 2026, the Company and Sales Agent entered into an amendment to the Sales Agreement (the “Amendment”), to extend the term of the Sales Agreement to expire at the earlier of (i) the issuance and sale of all of the Shares to or through the Sales Agent and (ii) the later of (X) the expiration of the Company’s Shelf Registration Statement on Form S-3 to be filed pursuant to Rule 415(a)(5) under the Securities Act and (Y) the expiration of any replacement registration statement filed with the Securities and Exchange Commission pursuant to Rule 415(a)(6) under the Securities Act. The remaining terms, conditions and covenants of the Sales Agreement remain in full force and effect and unaffected by the Amendment.
The foregoing description of the Sales Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement and Amendment, which is filed as Exhibit 1.1 and Exhibit 1.2, respectively to this report and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Sales Agreement, dated October 11, 2024, between Oragenics, Inc. and Dawson James Securities, Inc. (incorporated by reference as Exhibit 1.1 to Form 8-K filed on October 11, 2024) | |
| 1.2* | Amendment to Sales Agreement, dated January 22, 2026, between Oragenics, Inc. and Dawson James Securities, Inc. | |
| 104 | Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
* Filed herewith.
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 22nd day of January 2026.
ORAGENICS, INC. (Registrant) | ||
| BY: | /s/ Janet Huffman | |
Janet Huffman Chief Executive Officer | ||