Oragenics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(b) and (c) Termination of Interim Principal Executive Officer and President; Appointment of New Interim Principal Executive Officer and President
As previously disclosed, the Company has elected not to renew J. Michael Redmond’s Employment Agreement dated December 28, 2023. Effective December 16, 2024, the Company terminated the employment of J. Michael Redmond, the Company’s Interim Principal Executive Officer and President, and appointed the Company’s Chief Financial Officer, Janet Huffman, to serve as the Company’s new Interim Principal Executive Officer and President until such time as the Company retains a new Chief Executive Officer and President. Ms. Huffman has served as the Company’s Chief Financial Officer since March 6, 2023.
(e) Compensatory Arrangements of Certain Officers.
As reported below under Item 5.07 of this Current Report, Oragenics, Inc. (the “Company”) held its annual meeting of shareholders on December 11, 2024 (the “Annual Meeting”), at which meeting the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Plan (the “2021 Plan”) to increase the aggregate number of shares available for the grant of awards by 2,000,000 shares to a total of 3,166,667 shares. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Plan and Plan Amendment, copies of which are filed as Exhibit 4.1 and 4.3, respectively to this Current Report and are incorporated by reference herein.
| Item 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
(a) The Annual Meeting was held on December 11, 2024.
(b) At the Annual Meeting the following proposals were voted on by our shareholders:
PROPOSAL I: Election of Directors.
Mr. Charles Pope, Dr. Frederick Telling, Mr. Robert Koski, Dr. Alan Dunton, Mr. John Gandolfo and Mr. Bruce Cassidy were each re-elected as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes were as follows:
| For | Withheld | Broker Non-Votes | ||||
| Charles Pope | 2,204,841 | 177,780 | 2,183,106 | |||
| Dr. Frederick Telling | 2,143,305 | 237,028 | 2,183,106 | |||
| Dr. Alan Dunton | 2,202,081 | 180,540 | 2,183,106 | |||
| Robert Koski | 2,197,291 | 185,330 | 2,183,106 | |||
| John Gandolfo | 2,209,360 | 173,261 | 2,183,106 | |||
| Bruce Cassidy | 2,083,887 | 296,446 | 2,183,106 |
PROPOSAL II: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:
| FOR | 1,931,906 | |
| AGAINST | 365,871 | |
| ABSTAIN | 84,844 | |
| BROKER NON-VOTES | 2,183,106 |
PROPOSAL III: To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of common shares available for issuance under the 2021 Equity Incentive Plan from 1,166,667 shares of Common Stock to 3,166,667 shares of Common Stock. The votes were as follows:
| FOR | 1,470,156 | |
| AGAINST | 861,173 | |
| ABSTAIN | 51,292 | |
| BROKER NON-VOTES | 2,183,106 |
PROPOSAL IV: Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2024. The votes were as follows:
| FOR | 4,254,641 | |
| AGAINST | 269,101 | |
| ABSTAIN | 41,985 |
| ITEM 8.01. | OTHER INFORMATION. |
On December 16, 2024, Oragenics, Inc. (the “Company”) issued a press release announcing the conversion of its Series A Preferred Stock and Series B Preferred Stock into Common Stock. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | 2021 Equity Incentive Plan. | |
| 4.2 | First Amendment to 2021 Equity Incentive Plan. | |
| 4.3 | Second Amendment to 2021 Equity Incentive Plan | |
| 99.1 | Press Release dated December 16, 2024. | |
| 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 16th day of December, 2024.
ORAGENICS, INC. (Registrant) | ||
| BY: | /s/Janet Huffman | |
Janet Huffman Chief Financial Officer | ||