Oragenics Inc 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to ___________ Commission file number001-32188 ORAGENICS, INC. (Exact name of registrant as specified in its charter) Florida59-3410522(State or Other Jurisdiction ofIncorporation or Organization)(IRS EmployerIdentification No.) 1990 Main StSuite 750Sarasota,FL34326(Address of Principal Executive Offices)(Zip Code) 813-286-7900(Registrant’s Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each classTrading SymbolName of each exchange on which registeredCommon Stock $0.001 par value per shareOGENNYSEAMERICAN SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☐Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes☐No☒ The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant, wasapproximately $4,740,189computed based upon a last sales price of $1.04 as reported by the NYSE American as of June 28, 2024. As of March 10, 2025, there were21,475,289shares of the registrant’s Common stock outstanding. TABLE OF CONTENTS PART IITEM 1.BUSINESS1ITEM 1A.RISK FACTORS23ITEM 1B.UNRESOLVED STAFF COMMENTS60ITEM 1C.CYBERSECURITY60ITEM 2.PROPERTIES61ITEM 3.LEGAL PROCEEDINGS61ITEM 4.MINE SAFETY DISCLOSURES61 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE73ITEM 11.EXECUTIVE COMPENSATION76ITEM 12.SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS88ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE90ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES90 FORWARD LOOKING STATEMENTS AND CERTAIN CONSIDERATIONS This report, along with other documents that are publicly disseminated by us, contains or might contain forward-looking statementswithin the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements included in this reportand in any subsequent filings made by us with the Securities and Exchange Commission (the “SEC”) other than statements ofhistorical fact, that address activities, events or developments that we or our management expect, believe or anticipate will or mayoccur in the future are for