Form 8-K

8-K — ORAGENICS INC

Accession: 0001493152-26-024363

Filed: 2026-05-19

Period: 2026-05-18

CIK: 0001174940

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

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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: May 18, 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

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 ☐

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

7.01 Regulation FD Disclosure.

Oragenics,

Inc. (“Oragenics” or the “Company”) expects to use the attached presentation (the “Presentation”)

from time to time with potential investors, and will host one-on-one meetings with investors at Sidoti’s Micro-Cap Virtual Investor

Conference, taking place on May 20-21, 2026. A copy of the Presentation is attached hereto as Exhibit 99.1 and is incorporated herein

by reference. Additionally, the Presentation will be available under the “Presentations” tab in the “News and Media”

section of the Company’s website, located at www.oragenics.com.

filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality

of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The

information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s

Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press

release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained

in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through

the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

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

8.01. OTHER EVENTS.

May 18, 2026, issued a press release providing an update to its Shareholders. On May 19, 2026, the Company issued a press release announcing

that it was making a presentation and meeting with investors at Sidoti’s Micro-Cap Virtual Investor Conference.

copy of the Press Releases are attached hereto as Exhibit 99.2 and 99.3, respectively and are incorporated by reference herein.

ITEM

9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Exhibit

No.

Description

99.1

Presentation.

99.2

Press Release dated May 18, 2026.

99.3

Press Release dated May 19, 2026.

104

Cover

page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

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 19th day of May 2026.

ORAGENICS,

INC.

(Registrant)

BY:

/s/

Janet Huffman

Janet

Huffman

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit 99.2

ORAGENICS

PROVIDES INVESTOR UPDATE

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

Sarasota,

FL — May 18, 2026 — Oragenics, Inc. (NYSE American: OGEN)

Dear

Fellow Shareholders,

Since

our last investor update, Oragenics has continued to execute across all fronts — in the clinic, in the regulatory pipeline, on

our balance sheet, and strategically. We have reached a pivotal moment: our Phase IIa clinical trial of ONP-002 is active in Australia,

patients are being enrolled and dosed, and we have now signed a Letter of Intent to pursue a licensing agreement for a complementary

CNS-related medical device. Our focus is sharper than ever — and the progress we are making reflects that.

Below

is a full account of what has been accomplished and what is coming next.

PHASE

IIa CLINICAL TRIAL — EXECUTION UNDERWAY

ONP-002

| First-in-Class Intranasal Neurosteroid for Concussion / mTBI

Our

Phase IIa randomized, placebo-controlled feasibility study of ONP-002 in Australia is no longer a future event — it is happening

now. Key clinical updates:

● Mackay

Base Hospital — site formally activated March 31, 2026. Site staff trained, protocol

in place, drug on site. Patient enrollment began immediately upon activation.

● First

patient dosed at Mackay within days of activation — which we believe is a strong signal

of clinical site readiness and real-world demand for the trial.

● Alfred

Hospital (Melbourne) - site formally activated in April 2026. Site staff trained and drug

on site. Patients are actively being screened for enrollment.

● Royal

Adelaide Hospital — Site initiation visit and staff training completed in May 2026.

Formal site activation is pending final Research Governance Office approval processes and

is anticipated imminently.

● Southern

Star Research continues to manage CRO operations across all sites.

● Zero

serious adverse events have been recorded.

Trial

design: 40-patient enrollment target | Randomized, placebo-controlled | First dose within 12 hours of concussion | 30-day follow-up with

neurocognitive testing | Primary endpoints: safety, tolerability, and feasibility.

U.S.

IND PROGRAM — ON CRITICAL PATH

parallel with the Australian Phase IIa trial, Oragenics is actively advancing the regulatory program required to bring ONP-002 to U.S.

clinical trials. Our scientific and regulatory team is progressing across all IND-enabling disciplines — including pharmacology,

toxicology, chemistry and manufacturing controls, and clinical protocol design.

Two

near-term milestones anchor our U.S. pathway. First, we are targeting submission of a Type C Meeting Request to the FDA in the second

quarter of 2026 — a formal pre-IND interaction that allows the Company to receive FDA guidance on the U.S. clinical development

path before committing to full study designs. Second, we are targeting submission of the full Investigational New Drug application by

the end of 2026, which would position Oragenics to initiate U.S.-based clinical trials in 2027.

believe both milestones are on track. Our regulatory consulting partners continue to drive the technical work, and the scientific team

provides weekly progress updates. We remain confident in our ability to meet these timelines.

STRATEGIC

PIPELINE EXPANSION — LOI SIGNED

Licensing

Agreement LOI Executed — CNS Medical Device

Oragenics

has signed a Letter of Intent (LOI) to pursue a licensing agreement for a complementary CNS-related medical device. We believe this transaction,

if completed, could expand the Company’s addressable indication set beyond ONP-002 while reinforcing Oragenics’ strategic

identity as a CNS platform company.

Key

deal structure considerations:

● Licensing

structure carves out TBI indication rights while allowing the licensor to pursue other indications

independently.

● Additive

to the CNS pipeline narrative: alongside ONP-002 and the CNS candidate molecules identified

through our Receptor.AI collaboration, we believe this device will expand our addressable

indication set and strengthen our platform.

FINANCIAL

POSITION

Key

Financial Metrics

2026 for the three months ended March 31, 2026:

● Cash

balance: $6.1 million

● Research

and development expenses were $0.6 million – increased 89% from the same period in

2025

● General

and administrative expenses were $ 1.6 million – decreased 4% from the same period

in 2025

Capital

Markets Activity:

● ATM

facility active: New S-3 filed January 2026; SEC review completed and the facility is available

to the Company upon request.

● ATM

activity generated proceeds in Q1 2026; the Company continues to evaluate optimal timing

for future capital raises in connection with clinical and regulatory milestones.

CORPORATE

& OPERATIONAL MILESTONES

Annual

Shareholder Meeting

● Annual

Meeting scheduled for June 29, 2026..

ANTICIPATED

UPCOMING CATALYSTS

The

following milestones represent near-term value inflection points for the Company and our shareholders:

● Additional

Australian clinical trial site activations (Royal Adelaide Hospital — expected near-term)

● Multi-patient

enrollment progress update

● Type

C Meeting Request submitted to FDA

● Annual

Shareholder Meeting (June 29, 2026)

● IND

submission to FDA - 2026

● Phase

IIa data readout - 2026

About

Oragenics, Inc.

Oragenics,

Inc. (NYSE American: OGEN) is a clinical-stage biopharmaceutical company focused on pioneering neurological therapeutics for patients

with unmet medical needs. The Company’s lead asset, ONP-002, is a first-in-class intranasal neurosteroid in Phase IIa clinical

trials for the treatment of concussion and mild traumatic brain injury — a condition affecting an estimated 69 million people worldwide

annually for which no FDA-approved pharmacological treatment currently exists. Delivered via a proprietary intranasal device, ONP-002

is designed to bypass the blood-brain barrier to directly reduce neuroinflammation and oxidative stress at the source of injury. For

more information, visit www.oragenics.com.

Forward

Looking Statements

This

communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private

Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company’s expectations, plans, business

outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions,

performance or other matters, are “forward-looking statements.” Forward-looking statements include statements regarding the

Company’s intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our research,

development and regulatory activities and expectations relating to product candidates, including without limitation ONP-002 and our proprietary

nasal device; the effectiveness of these programs or the possible range of application and potential curative effects and safety in the

treatment of diseases; and the timing, conduct, interim results announcements and outcomes of our clinical trials of our product candidates,

including ONP-002 for the treatment of concussion and mTBI. These forward-looking statements are based on management’s beliefs

and assumptions and information currently available. The words “believe,” “expect,” “anticipate,”

“intend,” “estimate,” “project,” “potential,” “may,” “will,”

“could,” “should,” and similar expressions that do not relate solely to historical matters identify forward-looking

statements. Investors should be cautious in relying on forward-looking statements because they are subject to a variety of risks, uncertainties,

and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These

factors include, but are not limited to, those described in our most recent Form 10-K, Form 10-Q and other filings we make with the U.S.

Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included in this press

release and not place undue reliance on such statements. All information we set forth in this press release is as of the date hereof.

We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new

information, future developments or otherwise, should circumstances change, except as otherwise required by law. There can be no assurances

that the transactions contemplated by the Letter of Intent will be consummated on the terms described therein or at all.

CONTACT

INFORMATION

Investor

Relations:

irth

Communications

ir@oragenics.com

EX-99.3

Filename: ex99-3.htm · Sequence: 4

Exhibit 99.3

Oragenics

to Present at Sidoti’s Micro-Cap Virtual Investor Conference May 20-21

Sarasota,

FL — May 19, 2026 — Oragenics, Inc. (NYSE American: OGEN) (“Oragenics” or the “Company”), a clinical-stage

biopharmaceutical company pioneering neurological therapeutics, will present and host one-on-one meetings with investors at Sidoti’s

Micro-Cap Virtual Investor Conference, taking place on May 20-21, 2026.

The

presentation will begin at 3:15 ET on May 21, 2026 and can be accessed live here: https://sidoti.zoom.us/webinar/register/WN_4MxVYrk0Sl2JK5ByzTN6Pg.

Oragenics will also host virtual one-on-ones with investors on Wednesday and Thursday, May 20-21, 2026. To register for the presentation

or one-on-ones, visit www.sidoti.com/events. Registration is free and you don’t need to be a Sidoti client.

About

Sidoti Events, LLC (“Events”) and Sidoti & Company, LLC (“Sidoti”)

2023, Sidoti & Company, LLC , Sidoti & Company, LLC formed an affiliate company, Sidoti Events, LLC in order to focus

exclusively on its rapidly growing conference business and to more directly serve the needs of presenters and attendees. The relationship

allows Sidoti Events to draw on the over 25 years of experience Sidoti has as a premier provider of independent securities research focused

specifically on small and microcap companies and the institutions that invest in their securities, with most of its coverage in the $200

million-$5 billion market cap range. Sidoti’s coverage universe comprises approximately 150 equities, of which almost 70 percent

participate in the firm’s rapidly growing Company Sponsored Research (“CSR”) and Sidoti Lighthouse Equity Research

(“Lighthouse”) programs. Sidoti Events is a leading provider of corporate access through the many investor conferences it

hosts each year. By virtue of its direct ties to Sidoti, Sidoti Events benefits from Sidoti’s small- and microcap-focused nationwide

sales force, which has connections with over 2,500 institutional relationships in North America. This enables Sidoti Events to provide

multiple forums for meaningful interaction for small and microcap issuers and investors specifically interested in companies in the sector.

About

Oragenics, Inc.

Oragenics,

Inc. is a clinical-stage biotechnology company developing brain-targeted therapeutics through proprietary intranasal delivery technology.

The Company’s lead candidate, ONP-002, is being advanced as a potential first-in-class treatment for concussion and mild traumatic

brain injury. Oragenics is progressing ONP-002 through Phase IIa clinical trials in Australia, with U.S. Phase IIb trials planned to

follow. The Company believes its intranasal delivery platform has potential applications across multiple neurological conditions. Oragenics

is committed to developing innovative therapies that address significant unmet medical needs in neurological care. For more information,

visit www.oragenics.com.

Forward-Looking

Statements