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Oragenics, Inc. reported a consolidated net loss of $4.49 million for the six months ended June 30, 2025, and an accumulated deficit of $221.3 million. Cash and cash equivalents were $1.97 million at June 30, 2025. The company effected a 1-for-30 reverse stock split on June 3, 2025, and its independent auditor included an explanatory paragraph raising substantial doubt about the company鈥檚 ability to continue as a going concern.

Operating expense trends show lower spend year-over-year: research and development fell ~49.6% to $791,221 for the six months and general and administrative declined ~7.7% to $2.95 million, resulting in total operating expenses of $3.74 million (down ~21.5%). Financing activity included net proceeds of $2.6 million from ATM sales in February 2025, a $3.0 million promissory note issued March 13, 2025 (subsequently repaid), and a July 2, 2025 public offering of Series H Convertible Preferred Stock and warrants that produced net proceeds of approximately $15.2 million, which the company states extends its cash runway into the first half of 2026. The filing discloses a pending dispute with Ladenburg Thalmann and anti-dilution provisions in the Series H terms.

Oragenics, Inc. (NYSE American: OGEN) has filed a Rule 424(b)(5) prospectus to raise up to $16.5 million in gross proceeds through the sale of 660,000 shares of Series H Non-Voting Convertible Preferred Stock and an equal number of accompanying warrants. Each unit is priced at $25.00 and the placement is on a best-efforts basis with Dawson James Securities earning a 7% fee. There is no minimum required for closing, and investor funds are immediately available to the company.

The Preferred Stock carries a stated value of $25, accrues a 9% cumulative dividend (payable in common shares) and automatically converts on the fifth anniversary. Initial conversion is set at $2.50 per common share鈥攅quating to roughly 10 common shares per preferred share鈥攂ut the Certificate of Designation includes full-ratchet, no-floor anti-dilution protection. Any future equity issued below the then-effective conversion price will force a reset, increasing the number of common shares issuable. Coupled with dividend stock payments, management estimates up to 19.14 million common shares could ultimately be issued. Warrants expire five years from issuance and allow investors to buy additional Series H Preferred at the $25 exercise price.

Net proceeds are expected to be roughly $15 million (assuming full subscription), to be used primarily for: (1) advancing ONP-002 Phase II concussion trials, (2) repayment of a $3 million bridge note due July 14, 2025, and (3) general corporate purposes. Oragenics recently effected a 1-for-30 reverse split and remains out of compliance with NYSE American equity thresholds but has an accepted remediation plan running through October 18, 2025.

Key risks highlighted include: potential delisting, going-concern uncertainty, severe dilution from the anti-dilution clause, illiquidity of the preferred shares and warrants, and uncertain net proceeds because the offering lacks an escrow and minimum raise.

Oragenics, Inc. (NYSE American: OGEN) has filed a Form S-1 to raise capital through a best-efforts offering of up to 800,000 shares of Series H Non-Voting Convertible Preferred Stock and an equal number of accompanying five-year warrants. Each Preferred share and warrant unit will be sold at a fixed combined price of $25.00, providing gross proceeds of up to $20 million before fees and expenses if the offering is fully subscribed. Dawson James Securities will act as placement agent for a cash fee equal to 7.0 % of gross proceeds.

Key structural terms

• Conversion mechanics: The Conversion Price will be set at pricing, likely tied to the prevailing common-share price and may include a discount. Illustrative examples show conversion ratios of 6.94 common shares per Preferred share at a $3.60 Conversion Price and 10 common shares per Preferred share at a $2.50 Conversion Price.
• Anti-dilution feature: A full-ratchet provision lowers the Conversion Price of any unconverted Preferred shares to match the price of future equity issuances, with no stated floor. This can materially increase the number of common shares issuable and intensify dilution risk.
• Warrants: Immediately exercisable at $25.00 per Preferred share; expire five years after issuance.
• Maximum share issuance: The prospectus registers up to 17,095,822 common shares鈥攔eflecting the company鈥檚 good-faith estimate of shares that could be issued upon conversion of all Preferred shares (including those underlying warrants) plus stock-settled dividends.
• Listing & liquidity: Neither the Preferred shares nor the warrants will be listed on any exchange, and the company does not expect an active secondary market to develop.

Capital-markets context

• The company completed a 1-for-30 reverse stock split on 3 June 2025, which reduced outstanding common shares and increased the per-share price.
• On 18 June 2025 the common stock closed at $4.37. This reference price will influence the eventual Conversion Price.
• Oragenics has received NYSE American deficiency letters for failing the stockholders鈥� equity tests in Sections 1003(a)(i)鈥�(iii). A compliance plan was accepted on 18 June 2024, giving the company until 18 October 2025 to regain compliance or face delisting procedures.

Risk and proceeds considerations

• No minimum raise & no escrow: Investors may receive no refund if the company raises insufficient funds to execute its business plan.
• Dilution & share availability: Because the anti-dilution feature has no floor, the total shares required to satisfy conversions is indeterminable. The company may be forced to seek shareholder approval to increase authorized shares, which is time-consuming and uncertain.
• Arbitrary pricing: Management鈥攏ot the market鈥攕et the $25.00 unit price and warrant exercise price, which may not reflect intrinsic value.

The offering will terminate no later than 31 July 2025. Proceeds, if any, are expected to provide general working capital and support ongoing efforts to regain exchange compliance, although specific use-of-proceeds details are not disclosed in the excerpt.

Key takeaways from Oragenics Inc. (OGEN) Form 4:

• Reporting person: Odyssey Health, Inc., designated as a 10% owner.
• Two open-market sales of common stock were disclosed.
• 17 Jun 2025: 2,000 shares sold at $4.46.
• 18 Jun 2025: 5,044 shares sold at $4.26.

After completing these transactions, Odyssey Health reports 0 shares of Oragenics common stock remaining, indicating a full divestiture of its previously reportable stake. All transactions were coded 鈥淪鈥� (sale) and were executed directly; no derivative securities or additional transactions were reported.