Oragenics Inc 8-K, filed Dec 15, 2025
Oragenics Inc (OGEN)
About this 8-K
Oragenics Inc filed this 8-K on December 15, 2025, reporting on events of December 11, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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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.
(e) Compensatory Arrangements of Certain Officers.
Executive Officer Compensation. The Board of Directors (the “Board”) of Oragenics, Inc. (the “Company”), consistent with the previously disclosed compensation program, reviewed the base compensation of the Company’s Chief Executive Officer, Ms. Janet Huffman, and on December 11, 2025, the Board authorized an increase of five percent (5%) in her annual base salary, from $325,000 to $341,250, effective January 1, 2026. Additionally, consistent with her employment agreement and the Company’s previously disclosed compensation program, the Board considered her performance measured against her performance goals and determined she was entitled to a bonus of $110,500.
Award of Stock Options. On December 11, 2025, the Board approved an option award to the Chief Executive Officer to purchase 250,000 shares of Company common stock under the Company’s 2021 Equity Incentive Plan, as amended (the “Plan”) at an exercise price of $0.93 per share, the closing price on the December 11, 2025, the date of grant. The options are subject to time-based vesting in equal annual installments over a three-year period on the first, second and third anniversaries of the date of the grant, provided that the recipient remains employed with the Company through the vesting dates. The stock option awards are subject to the standard terms and conditions of the Company’s form of stock option agreement, which includes earlier vesting upon a change in control of the Company.
On December 11, 2025, the Board also awarded each Non-Employee Director an option award to purchase 125,000 shares of Company common stock under the Plan, at an exercise price of $0.93 per share, the closing price on the date of grant, which options vested immediately. As previously reported, on September 1, 2025, Natasha Giordano was appointed the Company’s Board of Directors. As such, consistent with the Company’s previously disclosed Non-Employee Director Compensation Program, the Board awarded Ms. Giordano an onboarding stock option to the purchase of shares of Company common stock equating to $30,000 with an exercise price set as the closing price of the Company’s common stock on the day immediately prior to the appointment to the Board, which option vested immediately.
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 15th day of December 2025.
ORAGENICS, INC. (Registrant) | ||
| BY: | /s/ Janet Huffman | |
Janet Huffman Chief Executive Officer | ||