Material Agreement, Proxy Results, Management Change/Compensation (Form 8-K)

On May 2, 2025, the Board of Directors (the "Board") of Oragenics, Inc. (the "Company") appointed Janet Huffman, the Company's Chief Financial Officer and Interim Chief Executive Officer, to serve as the Company's Chief Executive Officer, in addition to continuing to serve as its Chief Financial Officer, and, in connection therewith, effective May 2, 2025, the Company entered into an Executive Employment Agreement with Ms. Huffman (the "Employment Agreement"). The Employment Agreement has a one-year term and provides for base compensation of $325,000 with the potential for adjustments and a bonus target of fifty percent (50%) of her base compensation, based upon Company-based and individual-based targets specified by the Compensation Committee of the Board, in its discretion, as approved by the Board. In the event the Company terminates the Employment Agreement without cause, as defined in the Employment Agreement, Ms. Huffman will be entitled to receive severance pay equal to six (6) months of her annual base salary, at the rate in effect on the date of termination and any performance bonus that, as of the date of termination, has been earned by Ms. Huffman but has not yet been paid by the Company. If Ms. Huffman's employment with the Company is terminated by the Company without cause during the period of thirty (30) days following a Change in Control of the Company (as defined in the Employment Agreement), in lieu of the severance payments above, Ms. Huffman will be entitled to receive a severance payment equal to the sum of: (i) six (6) months of her annual base salary, at the higher of the base salary rate in effect on the termination date or the base salary rate in effect immediately before the effective date of the Change of Control, and (ii) her performance bonus for the year which includes the effective date of the Change in Control, payable at the target level of performance. In addition, Ms. Huffman also will be entitled to receive the amount of any performance bonus that, as of the date of termination, has been earned by Ms. Huffman but has not yet been paid by the Company to Ms. Huffman. The Employment Agreement contains customary confidentiality, non-competition and non-solicitation provisions.

The foregoing summary is qualified in its entirety by the specific terms of the Amended and Restated Employment Agreement attached as Exhibit 10.1 to this Form 8-K which is incorporated herein by reference.

(e) Compensatory Arrangements of Certain Officers.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As reported below under Item 5.07 of this Current Report, the Company held its annual meeting of shareholders on May 2, 2025 (the "Annual Meeting") at which meeting, among other things, the Company's shareholders (1) authorized the Board to undertake, in its discretion at any time within one year, a reverse stock split (the "Reverse Stock Split") of then-outstanding shares of the Company's Common Stock, at a ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the exact ratio to be determined by the Company's Board and included in a public announcement, and (2) approved an amendment (the "Plan Amendment"), contingent on the implementation of the Reverse Stock Split, to the Company's 2021 Equity Incentive Plan (as previously amended) to increase the aggregate number of shares available for the grant of awards back up to 3,166,667 shares if the Company undertakes the Reverse Stock Split.

(a) The Annual Meeting was held on May 2, 2025.