{"url_path":"/sec/ogen/proxy/2026-05-08/000149315226021969","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1174940/0001493152-26-021969-index.html","accession_number":"0001493152-26-021969","cik":"0001174940","ticker":"OGEN","issuer_name":"ORAGENICS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1174940/0001493152-26-021969-index.html","primary_entity_key":"0001174940","primary_entity_name":"ORAGENICS INC"},"word_count":28653,"has_tables":true,"body_markdown":"false\n0001174940\nPRE 14A\n\n0001174940\n\n2025-01-01\n2025-12-31\n\n0001174940\n\n2024-01-01\n2024-12-31\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\nxbrli:pure\n\n \n\n \n\n \n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A**\n\n \n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities\nExchange Act of 1934**\n\n**(Amendment\nNo.)**\n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☒\nPreliminary\nProxy Statement\n\n \n \n\n☐\n**Confidential,\nfor use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n \n \n\n☐\nDefinitive\nProxy Statement\n\n \n \n\n☐\nDefinitive\nAdditional Materials\n\n \n \n\n☐\nSoliciting\nMaterial Pursuant to §240.14a-12\n\n \n\n**Oragenics,\nInc.**\n\n**(Name\nof Registrant as Specified In Its Charter)**\n\n \n\n \n\n**(Name\nof Person(s) Filing Proxy Statement, if Other Than the Registrant)**\n\n** **\n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo\nFee Required\n\n \n \n\n☐\nFee\npaid previously with preliminary materials.\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**9015\nTown Center Parkway, Suite 143**\n\n**Lakewood\nRanch, FL 34202**\n\nMay\n20, 2026\n\n \n\nTo\nthe Shareholders of Oragenics, Inc.:\n\n \n\nYou\nare cordially invited to attend the 2025 Annual Meeting of Shareholders (the “**Annual Meeting**”) of Oragenics, Inc.\n(the “**Company**”), which will be held virtually on June 29, 2026, beginning at 10:00 a.m. Eastern Time for the following\npurposes:\n\n \n\n \n1.\nTo\nelect six Directors of the Company to serve until the next Annual Meeting of Shareholders (“**Proposal 1**”);\n\n \n2.\nTo\nconduct a non-binding advisory vote on executive compensation (the “**Executive Compensation Proposal**” or “**Proposal\n2**”);\n\n \n3.\nTo\napprove a proposal to authorize the Company’s Board of Directors (the “**Board**”), in its discretion at any\ntime within one year after shareholder approval is obtained, to effect a reverse stock split (the “**Reverse Stock Split**”)\nof then-outstanding shares of the Company’s Common Stock, at a ratio of not less than one-for-two (1:2) and not greater than\none-for-fifty (1:50), with the exact ratio to be determined by the Company’s Board and included in a public announcement (the\n“**Reverse Stock Split Proposal**” or “**Proposal 3**”);\n\n \n4.\nTo\nratify the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2026 (“**Proposal\n4**”); and\n\n \n5.\nTo\ntransact such other business as may properly come before the Annual Meeting.\n\n \n\nTHE\nBOARD UNANIMOUSLY RECOMMENDS (1) A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, (2) A VOTE FOR THE APPROVAL OF THE EXECUTIVE\nCOMPENSATION, (3) A VOTE FOR THE APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL AND (4) A VOTE FOR THE RATIFICATION OF THE APPOINTMENT\nOF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.\n\n \n\ni\n\n \n\n \n\nThe\nBoard has fixed the close of business on April 27, 2026 as the record date (the “**Record Date**”) for the determination\nof shareholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only\nshareholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual\nMeeting or any postponement or adjournment thereof.\n\n \n\nYour\nvote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete\nstatement of matters to be considered at the Annual Meeting.\n\n \n\n \n\nSincerely,\n \n\n \n \n\n*/s/\nJanet Huffman*\n \n\nJanet\nHuffman\n \n\nChief\nExecutive Officer and Chief Financial Officer\n \n\n \n\nEnclosures\n\n \n\n**IMPORTANT**\n\n \n\n**WHETHER\nOR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND PROMPTLY\nVOTE YOUR PROXY BY COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES\nAT THE ANNUAL MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR\nCORPORATE SECRETARY PRIOR TO THE ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING\nTHE ANNUAL MEETING AND VOTING IN PERSON.**\n\n \n\n**IF\nYOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES\nAGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.**\n\n \n\n**THE\nPROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE\nON THE INTERNET AT https://web.viewproxy.com/oragenics/2025 OR AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.**\n\n \n\nii\n\n \n\n** **\n\n**ORAGENICS,\nINC.**\n\n \n\n**9015\nTown Center Parkway, Suite 143**\n\n**Lakewood\nRanch, FL 34202**\n\n \n\n**NOTICE\nOF ANNUAL MEETING OF SHAREHOLDERS**\n\n**TO\nBE HELD ON JUNE 29, 2026**\n\n \n\nNotice\nis hereby given to the shareholders of Oragenics, Inc., a Florida Corporation (the “**Company**”), of the 2025 Annual\nMeeting of Shareholders of the Company (the “**Annual Meeting**”) and all adjournments and postponements thereof. The\nAnnual Meeting will be held virtually on June 29, 2026, at 10:00 a.m. Eastern Time, for the following purposes:\n\n \n\n \n1.\nTo\nelect six Directors of the Company to serve until the next Annual Meeting of Shareholders (“**Proposal 1**”);\n\n \n2.\nTo\nconduct a non-binding advisory vote on executive compensation (the “**Executive Compensation Proposal**” or “**Proposal\n2**”);\n\n \n3.\nTo\napprove a proposal to authorize the Company’s Board of Directors (the “**Board**”), in its discretion at any\ntime within one year after shareholder approval is obtained, to effect a reverse stock split (the “**Reverse Stock Split**”)\nof then-outstanding shares of the Company’s Common Stock, at a ratio of not less than one-for-two (1:2) and not greater than\none-for-fifty (1:50), with the exact ratio to be determined by the Company’s Board and included in a public announcement (the\n“**Reverse Stock Split Proposal**” or “**Proposal 3**”);\n\n \n4.\nTo\nratify the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2026 (“**Proposal\n4**”); and\n\n \n5.\nTo\ntransact such other business as may properly come before the Annual Meeting\n\n** **\n\n**The\nBoard unanimously recommends a vote “FOR” the approval of each of the Director Nominees, and a vote “FOR” the\napproval of each of the following proposals: Executive Compensation Proposal, Reverse Stock Split Proposal and the ratification of the\nappointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December\n31, 2026.**\n\n \n\nThese\nitems of business are more fully described in the Proxy Statement accompanying this Notice. All shareholders are cordially invited to\nattend the Annual Meeting.\n\n \n\nThe\nrecord date for the Annual Meeting is April 27, 2026. Only those shareholders of record at the close of business on that date are entitled\nto notice of and to vote at the Annual Meeting or any adjournment thereof. Please note, however, that if your shares are held of record\nby a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a Proxy issued in your name from that\nrecord holder. **To assure your representation at the Annual Meeting, please vote your Proxy by completing, dating, signing and returning\nthe enclosed Proxy.**Even if you have previously submitted your Proxy, you may choose to vote in person at the Annual Meeting. Whether\nor not you expect to attend the Annual Meeting, please read the Proxy Statement and then promptly vote your Proxy in order to ensure\nyour representation at the Annual Meeting.\n\n \n\nYou\nmay access the materials for the Annual Meeting by visiting the website: **https://web.viewproxy.com/oragenics/2025**.\n\n \n\nA\ncomplete list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder at the Annual\nMeeting and for a period of ten days prior thereto at the executive offices of the Company in Lakewood Ranch, Florida during ordinary\nbusiness hours for any purpose germane to the Annual Meeting.\n\n \n\nThis\nNotice is not a form for voting and presents only an overview of the more complete Proxy materials, which contain important information\nand are available on the Internet at the above address or by mail upon request. Shareholders are encouraged to access and review carefully\nthe information contained in the enclosed Proxy Statement prior to voting.\n\n \n\nThis\nNotice and the attached Proxy Statement are first being disseminated to shareholders on or about May 20, 2026.\n\n \n\n \nBY\nORDER OF THE BOARD OF DIRECTORS,\n\n \n \n\n \n*/s/\nJANET HUFFMAN*\n\nLakewood\nRanch, Florida\nJANET\nHUFFMAN\n\nMay\n20, 2026\nSecretary\n\n** **\n\n**Important\nNotice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 29, 2026: This Proxy\nStatement, along with our Annual Report on Form 10-K for the year ended December 31, 2025, is available at**: **https://web.viewproxy.com/oragenics/2025**\n\n \n\niii\n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n**QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING**\n**1**\n\n \n** **\n\n**PROPOSAL 1 ELECTION OF DIRECTORS**\n**8**\n\n \n** **\n\n**PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION**\n**12**\n\n \n** **\n\n**PROPOSAL 3 REVERSE STOCK SPLIT PROPOSAL**\n**13**\n\n \n** **\n\n**PROPOSAL 4 RATIFICATION OF THE SELECTION OF CHERRY BEKAERT LLP AS THE COMPANY’S INDEPENDENT AUDITORS**\n**21**\n\n \n** **\n\n**REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS**\n**23**\n\n** **\n** **\n\n**CORPORATE GOVERNANCE**\n**24**\n\n \n** **\n\n**EXECUTIVE COMPENSATION**\n**30**\n\n \n** **\n\n**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS**\n**39**\n\n** **\n** **\n\n**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**\n**41**\n\n** **\n** **\n\n**DELINQUENT SECTION 16(a) REPORTS**\n**41**\n\n \n** **\n\n**HOUSEHOLDING OF PROXY MATERIALS**\n**41**\n\n** **\n** **\n\n**OTHER MATTERS**\n**42**\n\n \n** **\n\n**APPENDIX A PROXY CARD**\n**A-1**\n\n \n** **\n\n**APPENDIX B AMENDMENT TO ARTICLES OF INCORPORATION**\n**B-1**\n\n \n\niv\n\n \n\n** **\n\n**ORAGENICS,\nINC.**\n\n**PROXY\nSTATEMENT**\n\n**FOR\nHOLDERS OF COMMON STOCK**\n\n**FOR\nANNUAL MEETING OF SHAREHOLDERS**\n\n**TO\nBE HELD ON JUNE 29, 2026**\n\n \n\nThis\nproxy statement (the “**Proxy Statement**”) and our annual report for the fiscal year ended December 31, 2025 (the “**Annual\nReport**” and, together with the Proxy Statement, the “**Proxy Materials**”) are being furnished by and on behalf\nof the Board of Directors (the “**Board**” or the “**Board of Directors**”) of Oragenics, Inc. (the “**Company**,”\n“**we**,” “**us**,” or “**our**”), in connection with our 2025 Annual Meeting of shareholders\n(the “**Annual Meeting**”). The Notice of Annual Meeting and Proxy Statement are first being distributed or made available,\nas the case may be, on or about May 20, 2026.\n\n \n\n**QUESTIONS\nAND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING**\n\n \n\n**Why\nam I receiving these materials?**\n\n \n\nWe\nhave sent you these Proxy Materials because the Board is soliciting your Proxy to vote at the Annual Meeting, including at any adjournments\nor postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy\nStatement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return\nthe enclosed Proxy card, or follow the instructions below to submit your Proxy over the telephone or through the internet.\n\n \n\nThis\nProxy Statement and the accompanying Proxy are first available to shareholders of the Company on or about May 20, 2026.\n\n \n\n**How\ndo I attend the Annual Meeting?**\n\n \n\nIn\norder to attend the meeting, you must register at https://web.viewproxy.com/oragenics/2025 by 11:59 p.m. EDT on June 28, 2026.\nOn the day of the Annual Meeting of Shareholders, if you have properly registered, you may enter the meeting by clicking on the link\nyou received via email in your registration confirmations. Further instructions on how to attend and vote at the Annual Meeting of Shareholders\nare contained in the Proxy Statement.\n\n \n\n**Who\ncan vote at the Annual Meeting?**\n\n \n\nOnly\nshareholders of the Company holding shares of Common Stock of record at the close of business on April 27, 2026 (the “**Record\nDate**”) are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were 4,511,957 shares of Common\nStock issued and outstanding (“**Common Stock**”). Notwithstanding the Record Date specified above, the Company’s\nstock transfer books will not be closed and shares may be transferred subsequent to the Record Date. However, all votes must be cast\nin the names of shareholders of record on the Record Date.\n\n \n\nEach\nshareholder owning Common Stock is entitled to one vote for each share of Common Stock held.\n\n \n\nIn\naddition, on the Record Date, we had 7,488,692 shares of Series F Convertible Preferred Stock issued and outstanding, which shares are\nconvertible into approximately 7,488,692 shares of Common Stock. The Series F Convertible Preferred Stock is not entitled to vote at\nthe Annual Meeting. Additionally, as of the Record Date, we had 428,291 shares of Series H Convertible Preferred Stock issued and outstanding,\nwhich shares are convertible into approximately 15,525,549 shares of Common Stock. The Series H Convertible Preferred Stock is not entitled\nto vote at the Annual Meeting.\n\n \n\n1\n\n \n\n \n\n*Shareholder\nof Record: Shares Registered in Your Name*\n\n \n\nIf\non April 27, 2026 your shares of Common Stock were registered directly in your name with the Company’s transfer agent, then you\nare a shareholder of record. As a shareholder of record, you may vote by Proxy. Whether or not you plan to attend the Annual Meeting,\nwe urge you to fill out and return the enclosed Proxy card or vote by Proxy over the telephone or internet as instructed below to ensure\nyour vote is counted.\n\n \n\n*Beneficial\nOwner: Shares Registered in the Name of a Broker or Bank*\n\n \n\nIf\non April 27, 2026 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization,\nthen you are the beneficial owner of shares held in “street name” and these Proxy Materials are being forwarded to you by\nthat organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the\nAnnual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares\nin your account. However, since you are not the shareholder of record, you may not vote your shares during the Annual Meeting unless\nyou request and obtain a legal proxy from your broker, bank or other agent. During the registration process, you will be asked to upload\nor email the legal proxy provided to you by your broker, bank or other agent. You are also invited to attend the Annual Meeting virtually\nso long as you demonstrate proof of stock ownership. Instructions on how to demonstrate proof of stock ownership are posted at https://web.viewproxy.com/oragenics/2025.\nOn the day of the Annual Meeting, if you are a beneficial holder, you may vote during the Annual Meeting only if you provide a copy of\nyour legal proxy to https://web.viewproxy.com/oragenics/2025 as instructed below.\n\n \n\n**What\nam I voting on?**\n\n \n\nThere\nare four matters scheduled for a vote:\n\n \n\n \n1.\nTo\nelect six Directors of the Company to serve until the next Annual Meeting of Shareholders (“**Proposal 1**”);\n\n \n2.\nTo\nconduct a non-binding advisory vote on executive compensation (the “**Executive Compensation Proposal**” or “**Proposal\n2**”);\n\n \n3.\nTo\napprove a proposal to authorize the Company’s Board of Directors (the “**Board**”), in its discretion at any\ntime within one year after shareholder approval is obtained, to effect a reverse stock split (the “**Reverse Stock Split**”)\nof then-outstanding shares of the Company’s Common Stock, at a ratio of not less than one-for-two (1:2) and not greater than\none-for-fifty (1:50), with the exact ratio to be determined by the Company’s Board and included in a public announcement (the\n“**Reverse Stock Split Proposal**” or “**Proposal 3**”); and\n\n \n4.\nTo\nratify the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31, 2026 (“**Proposal\n4**”).\n\n \n\n**How\ndoes the Board recommend I vote?**\n\n \n\nThe\nBoard unanimously recommends that you vote your shares:\n\n \n\n●\n**“FOR”**the nominees listed in Proposal 1;\n\n \n \n\n●\n\n**“FOR”**Proposal 2;\n\n \n \n\n●\n\n**“FOR”**Proposal 3; and\n\n \n \n\n●\n**“FOR”**the approval of Proposal 4.\n\n** **\n\n**What\nif another matter is properly brought before the Annual Meeting?**\n\n \n\nThe\nBoard knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly presented\nfor consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another\ntime or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxies and acting\nthereunder will have discretion to vote on those matters in accordance with their best judgment. To the extent permitted by the Securities\nand Exchange Commission (the “**SEC**”), the persons named as proxies on the Proxy cards will have discretionary authority\nto vote in their judgment on any proposals properly presented by shareholders for consideration at the Annual Meeting that were not submitted\nto the Company within a reasonable time prior to the mailing of these Proxy Materials.\n\n \n\n2\n\n \n\n \n\n**How\ndo I vote?**\n\n \n\nYou\nmay either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee\nyou specify. For each of the other matters, you may vote “For” or “Against” or abstain from voting.\n\n \n\nThe\nprocedures for voting are fairly simple:\n\n \n\n*Shareholder\nof Record: Shares Registered in Your Name*\n\n \n\nIf\nyour shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company,\nyou are considered, with respect to those shares, the shareholder of record, and the Proxy Materials and Annual Report have been sent\ndirectly to you. As a shareholder of record, you may vote during the Annual Meeting, vote by Proxy using the enclosed Proxy card, vote\nby Proxy over the telephone or vote by Proxy through the internet. You may instruct the Proxy holders how to vote your shares through\nthe internet or by completing, signing, dating and returning the Proxy card in the postage pre-paid envelope provided.\n\n \n\n**By\nInternet:** To vote through the internet, go to https://web.viewproxy.com/oragenics/2025 to complete an electronic Proxy card.\nPlease have your enclosed Proxy card available when you access the voting website and follow the prompts to vote your shares. Your internet\nvote must be received by 11:59 p.m. Eastern Time on June 28, 2026, to be counted.\n\n \n\n**By\nMail:** To vote using the Proxy card, simply complete, sign and date the enclosed Proxy card and return it promptly in the envelope\nprovided. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted. If you\nsign and return a Proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board.\n\n \n\n**By\nTelephone:** You may also vote by Proxy via telephone by following the instructions on your proxy card. You will be asked to provide\nthe virtual control number from your Notice of Internet Availability of Proxy Materials or Proxy card. Your telephone vote must be received\nby 11:59 p.m. Eastern Time on June 28, 2026 to be counted.\n\n \n\n**During\nthe Annual Meeting:** If you attend the Annual Meeting, you may also submit your vote online, and any previous votes that you submitted,\nwill be superseded by the vote that you cast at the Annual Meeting.\n\n \n\n*Beneficial\nOwner: Shares Registered in the Name of Broker or Bank*\n\n \n\nMany\nCompany shareholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares\nare held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held\nin “street name,” and the Annual Meeting Proxy Materials have been forwarded to you by your broker, trustee or nominee who\nis considered, with respect to those shares, the shareholder of record. As a beneficial owner, you have the right to direct your broker,\ntrustee or other nominee on how to vote your shares, and you will receive instructions from them that you must follow in order to have\nyour shares voted. The instructions from your broker, bank or other nominee will indicate if Internet and telephone voting are available,\nand if they are available, will provide details regarding Internet and telephone voting.\n\n \n\nBecause\na beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain\na “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the\nAnnual Meeting.\n\n \n\n**Internet\nProxy voting has been provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness\nof your Proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as\nusage charges from internet access providers and telephone companies.**\n\n \n\n3\n\n \n\n \n\n**How\nmany votes do I have?**\n\n \n\nOn\neach matter to be voted upon, you are entitled to one vote for each share of Common Stock you hold as of April 27, 2026. The Series F\nand Series H Convertible Preferred Stock is not entitled to vote at the Annual Meeting.\n\n \n\n**If\nI am a shareholder of record and I do not vote, or if I return a Proxy card or otherwise vote without giving specific voting instructions,\nwhat happens?**\n\n \n\nIf\nyou submit a Proxy and do not make voting selections, the shares represented by that Proxy will be voted as recommended by the Board.\n\n \n\n*Shareholders\nof record* — If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of\nthe items of business at the Annual Meeting.\n\n \n\n*Beneficial\nowners* — If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election\nof Directors (Proposal 1), the non-binding advisory vote on executive compensation (Proposal 2) and the Reverse Stock Split (Proposal\n3) since those are considered non-routine proposals under applicable NYSE American LLC (“**NYSE American**”) rules. Under\nthe rules, if you do not instruct your broker, bank or other nominee in a timely fashion how to vote your shares (so-called “**broker\nnon-votes**”) the broker or nominee can vote your shares as it sees fit only on matters that are determined to be routine, and\nnot on any other proposal. The proposal for the ratification of the auditors (Proposal 4) is considered to be a routine proposal under\nNYSE American rules and your nominee can vote on such proposals even if it does not receive voting instructions from you. However, your\nnominee cannot vote on Proposal 1, Proposal 2 and Proposal 3, without your voting instructions. Please be sure to give specific voting\ninstructions so that your vote can be counted.\n\n \n\n**Who\nis paying for this Proxy solicitation?**\n\n \n\nWe\nwill bear the entire cost of Proxy solicitation, including preparation, assembly, printing and mailing of the Notice. As described in\nthe Notice, we will also bear the entire cost of preparation, assembly, printing and mailing Proxy Materials, and any additional materials\nfurnished to shareholders by request only. Copies of Proxy Materials will be furnished to brokerage houses, fiduciaries, and custodians\nholding shares in their names which are beneficially owned by others to forward to such beneficial owners. In addition, we may reimburse\nsuch persons for their cost of forwarding the solicitation material to such beneficial owners. We have retained Alliance Advisors to\nassist in the solicitation of votes by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations\nfor the Annual Meeting for a fee of $73,000.00, plus additional fees based on the amount and types of services rendered and reimbursement\nof reasonable expenses. If you have any questions or need assistance in voting your Proxy, please contact Alliance Advisors at the number\nor email address listed below:\n\n \n\nAlliance\nAdvisors, 200 Broadacres Drive, 3rd Fl., Bloomfield, NJ 07003\n\nTelephone:\nToll Free: 1-855-723-7816 and Outside North America: 1-973-873-7700\n\nEmail:\nOGEN@allianceadvisorsllc.com\n\n \n\nSolicitation\nof proxies by mail may also be supplemented by one or more of telephone, email, telegram, facsimile, or personal solicitation by our\nDirectors, officers, or regular employees. No additional compensation will be paid for such services.\n\n \n\n**What\ndoes it mean if I receive more than one set of Proxy Materials?**\n\n \n\nIf\nyou receive more than one set of Proxy Materials, your shares may be registered in more than one name or in different accounts. Please\nfollow the voting instructions on the Proxy cards in the Proxy Materials to ensure that all of your shares are voted.\n\n \n\n4\n\n \n\n \n\n**Can\nI change my vote after submitting my Proxy?**\n\n \n\nSubject\nto any rules your broker, trustee or nominee may have, you may change your Proxy instructions at any time before your Proxy is voted\nat the Annual Meeting.\n\n \n\n*Shareholders\nof record* — If you are a shareholder of record, you may change your vote (1) by delivering to us (Attention: Corporate Secretary,\n9015 Town Center Parkway, Suite 143, Lakewood Ranch, FL 34202), prior to your shares being voted at the Annual Meeting, a later dated\nwritten notice of revocation or a duly executed Proxy card, or (2) by attending the Annual Meeting and voting online (although attendance\nat the Annual Meeting will not, by itself, revoke a Proxy). A shareholder of record that has voted on the Internet or by telephone may\nalso change his, her or its vote by subsequently making a timely and valid later Internet or telephone vote.\n\n \n\n*Beneficial\nowners* — If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting\ninstructions to your broker, trustee or nominee, or (2) if you have obtained a legal Proxy from the broker, trustee or nominee that holds\nyour shares giving you the right to vote the shares, by attending the Annual Meeting and voting online.\n\n \n\n**When\nare shareholder proposals due for next year’s annual meeting of shareholders?**\n\n \n\n*Requirements\nfor shareholder proposals to be considered for inclusion in Oragenics’ Proxy Materials.* Shareholders interested in submitting\na proper proposal for inclusion in the Proxy Materials for our next annual meeting may do so by submitting such proposal in writing to\nour offices located at 9015 Town Center Parkway, Suite 143, Lakewood Ranch, FL 34202, Attn: Corporate Secretary. To be eligible for inclusion,\nshareholder proposals must be received by us not less than 120 days before the one year anniversary on which the Company first mailed\nits Proxy Statement to shareholders in connection with the previous year’s annual meeting of shareholders, which will be January\n29, 2027 for the next annual meeting, and must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange\nAct of 1934, as amended (the “**Exchange Act**”), provided, however, that in the event that the date of the annual meeting\nhas been changed more than 30 days from the one year anniversary of the date of the previous year’s meeting, then the deadline\nfor receipt of notice by the shareholder is within a reasonable time before the Company begins to distribute its Proxy Materials in order\nto be eligible for inclusion in the Company’s Proxy Statement and Proxy relating to that meeting.\n\n \n\n*Requirements\nfor shareholder business or nominations to be brought before Oragenics’ annual meetings.* Our bylaws do not establish an advance\nnotice procedure for shareholders who wish to present certain matters, including nominations of persons for election to the Board and\nshareholder proposals not included in our Proxy Statement, to be brought before an annual meeting of shareholders. Shareholder proposals,\nincluding the nomination of a person for election to the Board, to be brought before the Annual Meeting should include, among other things:\ninformation as follows: (i) a description of the business desired to be brought before the Annual Meeting and the reasons for conducting\nthe business at the Annual Meeting, (ii) the name and address, as they appear on the Company’s books, of the shareholder submitting\nthe proposal, (iii) the number of shares that are beneficially owned by such shareholder, (iv) the dates on which the shareholder acquired\nthe shares, (v) documentary support for any claim of beneficial ownership, (vi) any material interest of the shareholder in the proposal,\n(vii) a statement in support of the proposal, and (viii) any other information that may be required by applicable rules and regulations\nof the SEC.\n\n \n\nFor\nadditional information on how to submit a recommendation for a candidate for membership on our Board see the section of this Proxy Statement\nentitled “**Corporate Governance —Meetings of the Board of Directors — Shareholder Recommendation of Nominees**.”\n\n \n\n**How\nare votes counted?**\n\n \n\nVotes\nwill be counted by an inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors,\nvotes “For,” “Withhold” and broker non-votes; with respect to the other proposals, votes “For” and\n“Against,” abstentions and, if applicable, broker non-votes.\n\n \n\nWith\nrespect to the election of Directors, shareholders may (i) vote “For” each of the nominees, (ii) withhold authority for each\nof such nominees, or (iii) withhold authority for specific nominees but vote “For” the other nominees. Votes that are withheld\nand broker non-votes will have no effect on the outcome of the election of Directors.\n\n \n\n5\n\n \n\n \n\nWith\nregard to all proposals other than Proposal 1 (the election of directors), abstentions will be counted towards the vote total and will\nhave the same effect as “Against” votes.\n\n \n\nBroker\nnon-votes on Proposal 2 (the Executive Compensation Proposal) and Proposal 3 (the Reverse Stock Split Proposal) will have no effect on\nthe outcome of such proposal, as these are not routine matters and, accordingly, a broker or other nominee is not empowered to vote in\nthe absence of voting instructions from the beneficial owner. Proposal 4 (the ratification of accountants) is a routine proposal on which\na broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes\nare unlikely to result from these proposals, but if you do not provide voting instructions and your broker or nominee fails to vote your\nshares, this will have the same effect as a vote “Against” the proposal. A broker non-vote is when a brokerage firm or bank\nholding shares of record for their customers in street name does not receive specific instructions from their customers, as the beneficial\nowners, and the brokerage firm or bank advises that it lacks discretionary voting authority on a particular proposal and has not received\ninstructions from the beneficial owner.\n\n \n\n**How\nmany votes are needed to approve each proposal?**\n\n \n\nProposal\n1, the election of six Directors by the holders of Common Stock, requires a plurality of the votes cast by the shares of Common Stock\nrepresented and entitled to vote in the election at the Annual Meeting. As such, because the Directors are elected by a plurality of\nthe votes cast by the shares represented and entitled to vote and are running unopposed, any nominee can be elected upon any affirmative\nvote regardless of whether such nominee receives more than 50% of the shareholder vote. Votes that are withheld or a broker non-vote\nwill have no effect on the outcome of the election of Directors.\n\n \n\nProposal\n2 (the Executive Compensation Proposal) and Proposal 4 (the ratification of the selection of Cherry Bekaert LLP as the Company’s\nindependent auditors for the year ending December 31, 2026) require the affirmative vote of the majority of the shares represented in\nperson or by Proxy at the Annual Meeting and entitled to vote on such proposals.\n\n \n\nProposal\n3 (the Reverse Stock Split Proposal) requires affirmative vote of a majority of the shares represented in person or by Proxy and entitled\nto vote on such proposals at a meeting at which a quorum exists consisting of at least a majority of the shares entitled to be cast on\nsuch proposal.\n\n \n\n**What\nis the quorum requirement?**\n\n \n\nExcept\nas otherwise set forth herein or by law, the holders of record of one-third of the votes of Common Stock entitled to be voted at the\nAnnual Meeting, or by Proxy, are required to establish a quorum for the Annual Meeting and for voting on each matter.\n\n \n\n**How\ncan I find out the results of the voting at the Annual Meeting?**\n\n \n\nPreliminary\nvoting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form\n8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time\nto file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and,\nwithin four business days after the final results are known to us, file an additional Form 8-K to publish the final results.\n\n \n\n**THIS\nQUESTION AND ANSWER SECTION IS ONLY MEANT TO GIVE AN OVERVIEW OF THE PROXY STATEMENT. FOR MORE INFORMATION, PLEASE REFER TO THE MATERIAL\nCONTAINED IN THE SUBSEQUENT PAGES.**\n\n \n\n6\n\n \n\n** **\n\n**CAUTIONARY\nINFORMATION REGARDING FORWARD-LOOKING STATEMENTS**\n\n \n\nThis\nproxy statement, and the documents incorporated by reference into this proxy statement, contains forward-looking statements within the\nmeaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding: the\nimpact on the Company of failure to approve the proposals and the Company’s future performance, business prospects, events and\nproduct development plans. These forward-looking statements are based on management’s beliefs and assumptions and information currently\navailable. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,”\n“project” and similar expressions that do not relate solely to historical matters identify forward-looking statements. You\nshould be cautious in relying on forward-looking statements because they are subject to a variety of risks, uncertainties, and other\nfactors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These factors\ninclude, but are not limited to: the Company’s ability to control its expenses and to obtain additional financing; the Company’s\nability to advance the development of its product candidates under the timelines and in accord with the milestones it projects; the Company’s\nability to obtain funding, non-dilutive or otherwise, whether through its own cash on hand, or another alternative source; the regulatory\napplication process, research and development stages, and future clinical data and analysis relating to its product candidates, including\nany meetings, decisions by regulatory authorities, such as the FDA and investigational review boards, whether favorable or unfavorable;\nthe Company’s ability to obtain, maintain and enforce necessary patent and other intellectual property protection; the nature of\ncompetition and development relating to the Company’s product candidates; the Company’s expectations as to administration,\nmanufacturing, storage and distribution; other potential adverse impacts due to global pandemics, such as delays in regulatory review,\ninterruptions to manufacturers and supply chains, adverse impacts on healthcare systems and disruption of the global economy; and general\neconomic and market conditions and risks, as well as other uncertainties described in our filings with the U.S. Securities and Exchange\nCommission. All information set forth in this proxy statement is as of the date hereof. You should consider these factors in evaluating\nthe forward-looking statements included in this proxy statement and not place undue reliance on such statements. We do not assume any\nobligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future\ndevelopments or otherwise, should circumstances change, except as otherwise required by law.\n\n \n\n7\n\n \n\n \n\n**PROPOSAL\n1**\n\n**ELECTION\nOF DIRECTORS**\n\n \n\nThe\nBoard of Directors currently is comprised of six Board members, consisting of Dr. Alan Dunton, John P. Gandolfo, Robert C. Koski, Charles\nL. Pope, Natasha Giordano and Dr. Frederick W. Telling. All of our existing Directors are nominated for re-election at the Annual Meeting.\nIf elected, each of the Directors will hold office until the next annual meeting of shareholders and until their successor is elected\nand qualified, or as otherwise provided by the Company’s Bylaws or by Florida law.\n\n \n\nIf\nany of the nominees should be unavailable to serve for any reason, the Board of Directors may:\n\n \n\n \n●\ndesignate\na substitute nominee, in which case the persons named as proxies will vote the shares represented by all valid Proxies for the election\nof such substitute nominee;\n\n \n \n \n\n \n●\nallow\nthe vacancy to remain open until a suitable candidate is located and nominated; or\n\n \n \n \n\n \n●\nadopt\na resolution to decrease the authorized number of Directors.\n\n** **\n\nEach\ndirector to be elected and qualified will hold office until the next annual meeting of shareholders and until his or her successor is\nelected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director\nof the Company.\n\n \n\nIt\nis our policy to invite and encourage nominees for directors to attend the Annual Meeting. All of our then directors attended the 2024\nannual meeting.\n\n \n\nDirectors\nare elected by a plurality of the votes of the holders of shares present at the Annual Meeting or represented by Proxy and entitled to\nvote on the election of directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the\nelection of the six nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares\nthat would have been voted for that nominee will instead be voted for the election of a substitute nominee that we propose. Each person\nnominated for election has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve.\n\n \n\n**Information\nAbout Nominees**\n\n \n\nThe\nfollowing is a brief biography, as of the date of this Proxy Statement, of each nominee for director and a discussion of the specific\nexperience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee (the “**Nominating\nCommittee**”) to recommend that person as a nominee for director, as of the date of this Proxy Statement.\n\n \n\nThe\nNominating Committee believes that the collective skills, experiences and qualifications of our directors provide our Board with the\nexpertise and experience necessary to advance the interests of our shareholders. In selecting directors, the Nominating Committee considers\ncandidates that possess qualifications and expertise that will enhance the composition of the Board, including the considerations set\nforth herein. These considerations are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s\nqualifications and expertise. The Nominating Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance\nof professional and industry knowledge at the policy-making level, financial expertise and high-level management experience necessary\nto oversee and direct the Company’s business. The nominees should exhibit commitment to enhancing shareholder value and have sufficient\ntime to carry out their duties and to provide insight and practical wisdom based on their past experience. To that end, the Nominating\nCommittee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting\nmembers who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment\nand other qualities that the Nominating Committee views as critical to effective functioning of the Board. In addition to the individual\nattributes of each of our current Board members described below, the Nominating Committee believes that our Board members should have\nthe highest professional and personal ethics and values, consistent with the Company’s longstanding values and standards. To provide\na mix of experience and perspective on the Board, the Nominating Committee also takes into account gender, age, and ethnic diversity.\n\n \n\n8\n\n \n\n \n\nThe\nbrief biographies below include information, as of April 27, 2026, regarding the specific and particular experience, qualifications,\nattributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve\non the Board. However, each of the members of the Nominating Committee may have a variety of reasons why he believes a particular person\nwould be an appropriate nominee for the Board, and these views may differ from the views of other members.\n\n \n\nName\n \nAge\n \nPosition\n\nCharles\nL. Pope\n \n74\n \nExecutive\nChairman and Director\n\nFrederick\nW. Telling, Ph.D.\n \n74\n \nDirector\n\nRobert\nC. Koski\n \n67\n \nDirector\n\nAlan\nW. Dunton, M.D.\n \n71\n \nDirector\n\nJohn\nP. Gandolfo\n \n65\n \nDirector\n\nNatasha\nGiordano\n \n65\n \nDirector\n\n \n\n**Directors\nof the Company**\n\n \n\n**Charles\nL. Pope.** Mr. Pope was elected Chairman on December 16, 2022, and has served as a Director since June 2010. Mr. Pope served as the\nChief Financial Officer of Palm Bancorp, Inc. from June 2009 to June 2012. From September 2007 through June 2009, Mr. Pope served as\nthe Chief Financial Officer of Aerosonic Inc., a manufacturer of aviation products. Mr. Pope served as the Chief Financial Officer of\nReptron Inc., a manufacturer of electronic products, from March 2005 through June 2007. From March 2002 to March 2005, Mr. Pope served\nas Chief Financial Officer of SRI/Surgical Express, Inc. From February 2001 to March 2002, Mr. Pope served as Chief Financial Officer\nof Innovaro, Inc. (formerly UTEK Corporation NYSE American: INV) a public company. Mr. Pope served as a Director for Trxade Health, Inc.\n(NASDAQ: MEDS). Mr. Pope served as a Director of Innovaro, Inc. from March 2010 to August 2012. Mr. Pope also served as a director of\nInuvo, Inc. from July 2008 through July 2018. Prior to this time, Mr. Pope served as a Partner in the Audit and Financial Advisory Consulting\nDivisions of PricewaterhouseCoopers LLP, and he was also a Partner in the Accounting and SEC Directorate in PricewaterhouseCoopers LLP’s\nNew York City office. Mr. Pope holds a B.S. degree in Economics and Accounting from Auburn University and is a Certified Public Accountant\nin Florida.\n\n \n\nMr.\nPope brings to our Board over three decades of experience in the finance and accounting fields. In addition, Mr. Pope also has experience\nserving as a director of public companies.\n\n \n\n**Dr.\nFrederick W. Telling.** Dr. Telling has served as a Director since June 2010. Dr. Telling served as Chairman of the Board of Directors\nfrom February 4, 2011, through December 16, 2022 and as Executive Chairman from May 2, 2021 through December 16, 2022. Dr. Telling retired\nfrom Pfizer Inc. in June 2007 after 30 years of service. At Pfizer Dr. Telling served as its Corporate Vice President and Vice President\nof Corporate Strategic Planning and Policy. Dr. Telling also serves on the boards of various civic and non-profit organizations. Dr.\nTelling holds a B.A. degree in History and Economics from Hamilton College and a MA degree in Industrial and Labor Relations and a PhD\nin Economics and Public Policy from Cornell University.\n\n \n\nDr.\nTelling brings to our Board an extensive array of business and industry experience as well as experience as a director of public companies.\n\n \n\n**Dr.\nAlan W. Dunton.**Dr. Dunton has served as a Director of Oragenics, Inc. since April 2011. He is the principal owner of Danerius, LLC,\na biotechnology consulting company which he founded in 2006. In addition to Oragenics, he is currently a Director of the public biotechnology\ncompany, Palatin, Inc. (AMEX: PTN), CorMedix (NASDAQ: CRMD) and Recce Pharmaceuticals (ASX: RCE). Dr. Dunton has held significant senior\npositions in major pharmaceutical companies. Most recent was from November 2015 through March 2018 as the Senior Vice President of Research,\nDevelopment and Regulatory Affairs of Purdue Pharma L.P., a private pharmaceutical company. From January 2007 until March 2009, Dr. Dunton\nserved as President and Chief Executive Officer of Panacos Pharmaceuticals, Inc. In 2005, Dr. Dunton served as the Non-Executive Chairman\nof the Board of Directors of ActivBiotics, Inc., a private biopharmaceutical company. Previously, he was the President and Chief Executive\nOfficer of Metaphore Pharmaceuticals, Inc. from 2003 until 2006, when it merged with ActivBiotics. From 2004 until 2005, Dr. Dunton served\nas a member of the Board of Directors of Vicuron Pharmaceuticals until it was acquired by Pfizer, Inc. In 2002, Dr. Dunton served as\nPresident, Chief Operating Officer and a Director of Emisphere Technologies, Inc., a biopharmaceutical company. From 1994 to 2001, Dr.\nDunton was a senior executive in various capacities in the Pharmaceuticals Group of Johnson & Johnson. From 1999 to 2001, Dr. Dunton\nwas President and Managing Director of The Janssen Research Foundation, a Johnson & Johnson company. From 1998 to 1999, he served\nas Group Vice President of Global Clinical Research and Development of Janssen. Prior to joining Janssen, Dr. Dunton was Vice President\nof Global Clinical Research and Development at the R.W. Johnson Pharmaceutical Research Institute, also a Johnson & Johnson company.\nPrior to joining Johnson & Johnson, Dr. Dunton held positions in clinical research and development at Syntex Corporation, CIBA-GEIGY\nCorporation and Hoffmann La Roche Inc. Dr. Dunton holds a MD degree from New York University School of Medicine, where he completed his\nresidency in internal medicine. He also was a Fellow in Clinical Pharmacology at the New York Hospital/Cornell University Medical Center.\n\n \n\n9\n\n \n\n \n\nDr.\nDunton brings to our Board a significant depth of experience in the pharmaceutical industry that will be invaluable to the Company as\nwe continue to develop biotechnology assets.\n\n \n\n**Robert\nC. Koski.** Mr. Koski has served as a Director since June 2009. Mr. Koski has practiced as an attorney with the Koski Firm, a sole\nproprietorship located in Atlanta, Georgia since 1992, where his practice includes litigation and tax law. Mr. Koski has also served\nas a partner in the Koski Family Limited Partnership, which beneficially owns an interest in the Company, and as a Director of the Koski\nFamily Foundation since December 1996. Mr. Koski holds a B.A. degree in Philosophy and English from Colgate University, a JD from Emory\nSchool of Law and an LLM degree in Taxation and Litigation from Emory University.\n\n \n\nMr.\nKoski brings to our Board over two decades of experience in the legal field as a practicing attorney. In addition to his legal experience,\nMr. Koski’s educational background provides a foundation for leadership and consensus-building.\n\n \n\n**John\nP. Gandolfo.** Mr. Gandolfo has served as Director since October 2023. Mr. Gandolfo has approximately 33 years of experience as a\nChief Financial Officer (“CFO”) of multiple rapidly growing private and publicly held companies with a primary focus in the\nlife sciences, healthcare and medical device areas. Mr. Gandolfo has had direct responsibility over capital raising, including five public\nofferings, financial management, mergers and acquisition transactions and SEC reporting throughout his professional career. Mr. Gandolfo\nserved as CFO of Eyenovia, Inc., (EYEN) a late-stage ophthalmic biopharmaceutical company, from January 2018 to present. Prior to this,\nMr. Gandolfo was CFO of Xtant Medical Holdings, Inc., a biologics company, from July 2010 through September 2017. Prior to this, he served\nas the CFO for Progenitor Cell Therapy LLC from January 2009 to June 2010 and, before that, as CFO of Power Medical Interventions, Inc.\nfrom January 2007 to January 2009. Mr. Gandolfo was the CFO of Bioject Medical Technologies, Inc. prior to this. He was also the CFO\nof Capital Access Network, Inc., from 2000 through September 2001, and Xceed, Inc. from 1999 to 2000. From 1994 to 1999, Mr. Gandolfo\nwas CFO and COO of Impath, Inc. From 1987 through 1994, he was CFO of Medical Resources, Inc. Mr. Gandolfo previously served on the Board\nof Directors and was chair of the Audit Committee of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc., (ODDY) from 2019 until\n2023. Mr. Gandolfo is currently a member of the Board of Directors of Electrocore, Inc. (ECOR) and is chair of the Compensation Committee\nand sits on their audit committee. Mr. Gandolfo received his B.A. degree in Business Administration from Rutgers University.\n\n \n\nWe\nbelieve that Mr. Gandolfo possesses specific attributes that qualify Mr. Gandolfo to serve on the Board of Directors, including Mr. Gandolfo’s\nextensive experience in the life sciences and pharmaceutical industries, as well as John P. Gandolfo’s management experience. Mr.\nGandolfo has management experience in a publicly-traded company.\n\n \n\n**Natasha\nGiordano.**Ms. Giordano, since July 2, 2025, has served as the Board Chair for Incora Health and, since August 2024, has served on\nthe Compensation Committee and on the Board of Directors of Afaxys Inc. She also is presently serving as a strategic advisor to Aqtual,\nInc. and Omeza. Previously, Ms. Giordano served on the Board of Matinas BioPharma (NYSE:MTNB) from September 2020 through February 2025.\nMs. Giordano served as President and Chief Executive Officer of PLx Pharma Inc. (NASDAQ: PLXP), a late-stage specialty pharmaceutical\ncompany, from January 2016 through July 2023, and served as a member of the board of PLx. Previously, Ms. Giordano served as Chief Executive\nOfficer of ClearPoint Learning, Inc., a privately held learning and training platform company, from May 2015 through November 2015. She\nalso served on the ClearPoint board of directors from December 2009 through November 2015. Previously, Ms. Giordano served as the Chief\nExecutive Officer of Healthcare Corporation of America (NYSE: HCA), a leading healthcare provider, from January 2014 through August 2014.\nFrom June 2009 to August 2012, Ms. Giordano served as Chief Operating Officer and then as Chief Executive Officer, President and a member\nof the board of directors of Xanodyne Pharmaceuticals, Inc., a privately-held branded specialty pharmaceutical company with development\nand commercial capabilities focused on pain management and women’s health. Prior to that, she served as President, Americas, for\nCegedim Dendrite (formerly Dendrite International Inc.), a global technology services company, from 2007 to 2008 and as Senior Vice President\nof the Global Customer Business Unit of Cegedim Dendrite from 2004 to 2007. Ms. Giordano holds a Bachelor of Science degree in nursing\nfrom Wagner College.\n\n \n\n10\n\n \n\n \n\nMs.\nGiordano was chosen to serve as a member of our Board due to her experience in commercialization of pharmaceuticals, her general management\nknowledge and her knowledge of the pharmaceutical and healthcare industries.\n\n \n\nSee\n“Corporate Governance” below for additional information regarding the Board.\n\n \n\nWe\nbelieve that each nominee for director displays: personal and professional integrity; satisfactory levels of education and/or business\nexperience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries\nrelevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees; skills and\npersonality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the\nneeds of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background;\nand the ability to represent the interests of all of our shareholders. The information presented regarding each nominee for director\nand continuing director also sets forth specific experience, qualifications, attributes and skills that led our Nominating Committee\nto the conclusion that such individual should serve as a director in light of our business and structure.\n\n \n\nThere\nare no family relationships between or among any of our directors or executive officers. The principal occupation and employment during\nthe past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation\nor organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our\ndirectors and any other person or persons pursuant to which he or she is to be selected as a director.\n\n \n\nThere\nare no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such\nperson has a material interest adverse to us or our subsidiary.\n\n \n\n**Vote\nRequired and Board of Directors’ Recommendation**\n\n \n\nIf\na choice is specified on the Proxy by the shareholder, the shares will be voted as specified. If no specification is made, the shares\nwill be voted FOR the Director nominees. Election of each Director nominee will require the affirmative vote of a plurality of the votes\ncast by shares of Common Stock represented and entitled to vote at the Annual Meeting.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS**\n\n**A\nVOTE IN FAVOR OF EACH NAMED NOMINEE.**\n\n \n\n11\n\n \n\n \n\n**PROPOSAL\n2**\n\n**ADVISORY\nVOTE ON EXECUTIVE COMPENSATION**\n\n \n\nAs\nprovided in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “**Dodd-Frank Act**”) and as required\nby Section 14A of the Exchange Act, we provided our shareholders the opportunity to advise our Compensation Committee and Board of Directors\nregarding the compensation of our named executive officers as described in our Proxy Statement pursuant to the compensation disclosure\nrules of the Securities and Exchange Commission (“**Say on Pay**”). Our shareholders also were asked to indicate how frequently\nwe should seek a “say on pay” advisory vote. The shareholders were able to indicate whether they would prefer an advisory\nvote on named executive officer compensation once every one, two, or three years. In 2025, our shareholders voted in favor of holding\nthe advisory votes on executive compensation every year, and the Company adopted this standard. Therefore, we provide our shareholders\nthe opportunity to advise our Compensation Committee and Board of Directors regarding the compensation of our named executive officers\nas described in this Proxy Statement. In accordance with that policy, this year, the Company is again asking the shareholders to approve,\non an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance\nwith SEC rules.\n\n \n\nThis\nvote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive\nofficers and the philosophy, policies and practices described in this Proxy Statement. The compensation of the Company’s named\nexecutive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this\nProxy Statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are strongly aligned\nwith our shareholders’ interests and consistent with current market practices for similarly situated companies. Compensation of\nthe Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives\nto lead the Company successfully in a competitive environment.\n\n \n\nAccordingly,\nthe Board is asking the shareholders to indicate their support for the compensation of the Company’s named executive officers as\ndescribed in this Proxy Statement by casting a non-binding advisory vote “**FOR**” the following resolution:\n\n \n\n“**RESOLVED**,\nthat the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including\ncompensation tables and narrative discussion, is hereby APPROVED.”\n\n \n\nBecause\nthe vote is advisory, it is not binding on the Board of Directors or the Company. Nevertheless, the views expressed by the shareholders,\nwhether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee\nintend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.\n\n \n\n**Vote\nRequired and Board of Directors’ Recommendation**\n\n \n\nAdvisory\napproval of this proposal requires the affirmative vote of the majority of the shares represented in person or by Proxy at the Annual\nMeeting and entitled to vote on the matter. Unless the Board decides to modify its policy regarding the frequency of soliciting say-on-pay\nvotes, the next scheduled say-on-pay vote will be at the 2026 annual meeting of shareholders.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS**\n\n**A\nVOTE IN FAVOR OF PROPOSAL 2**\n\n \n\n12\n\n \n\n \n\n**PROPOSAL\n3**\n\n**APPROVAL\nOF REVERSE STOCK SPLIT PROPOSAL**\n\n \n\nOur\nBoard approved, and is hereby soliciting shareholder approval of, an amendment to our articles of incorporation to effect a reverse stock\nsplit (the “**Reverse Stock Split**”) at a ratio of not less than one-for-two and not more than one-for-fifty in the form\nset forth in **Appendix B** to this proxy statement (the “**Reverse Stock Split Amendment**”). A vote FOR this Proposal\n3 will constitute approval of the Reverse Stock Split Amendment providing for the combination of any whole number of shares of Common\nStock between two and fifty into one share of Common Stock and will grant our Board of Directors the authority to select which of the\napproved exchange ratios within that range will be implemented. In addition, our Board may determine to effect the Reverse Stock Split\neven if the trading price of our common stock is at or above $0.25 or even if the NYSE American Rule Proposal is not approved.\n\n \n\nIf\nshareholders approve this proposal, our Board will have the authority, but not the obligation, in its sole discretion and without further\naction on the part of the shareholders, to select one of the approved Reverse Stock Split ratios and effect the approved Reverse Stock\nSplit by filing the Reverse Stock Split Amendment with the Secretary of State of the State of Florida at any time after the approval\nof the Reverse Stock Split Amendment and on or prior to June 29, 2027. Even if our shareholders approve this proposal, our Board may\ndetermine in its discretion to abandon and not to effectuate the Reverse Stock Split. If the Reverse Stock Split Amendment has not been\nfiled with the Department of State of the State of Florida by the close of business on June 29, 2027, the Board will abandon the Reverse\nStock Split Amendment. If the Reverse Stock Split is implemented, there would be no change to the par value of a share of our Common\nStock.\n\n \n\nBased\nupon the Reverse Stock Split ratio selected by our Board of Directors, proportionate adjustments will be made to the per share exercise\nprice and/or the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable\nsecurities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock, which will result in approximately\nthe same aggregate price being required to be paid for such options and warrants upon exercise immediately preceding the Reverse Stock\nSplit.\n\n \n\nOur\nBoard believes that shareholder approval of an exchange ratio range (rather than an exact exchange ratio) provides the board with maximum\nflexibility to achieve the purposes of the Reverse Stock Split. The Reverse Stock Split will be effected, if at all, only upon a determination\nby the Board that the Reverse Stock Split is in the Company’s and the shareholders’ best interests at that time. In connection\nwith any determination to effect the Reverse Stock Split, the Board will set the time for such a split and select a specific ratio within\nthe range. These determinations will be made by the Board with the intention to create the greatest marketability for our Common Stock\nbased upon prevailing market conditions at that time.\n\n \n\n**Background**\n\n \n\nOur\ncommon stock is currently listed on the NYSE American under the symbol “OGEN.” Section 1003(f)(v) of the NYSE American Company\nGuide provides that the NYSE American reserves the right to delist a listed common stock should the common stock sell for a low price\nfor a substantial period of time or the issuer of such listed common stock fail to effect a reverse split of such shares within a reasonable\ntime after being notified of such potential actions by the NYSE American. We have not received any notification or communication from\nthe NYSE American that we are out of compliance with the NYSE American’s minimum trading price requirement; however, it is our\nunderstanding the NYSE American may immediately suspend trading in the event a listed common stock trades at levels viewed to be abnormally\nlow, which is considered by the NYSE American to be at or below a price of $0.10 per share. Furthermore, there is a current proposed\nNYSE American rule which, if approved would allow for automatic delisting if a company’s closing share price falls below $0.25\nat any time (the “**NYSE American Rule Proposal**”). Any Reverse Stock Split, if effected, should have the immediate effect\nof increasing the price of our common stock as reported on the NYSE American, therefore reducing the risk that our common stock could\nbe delisted from the NYSE American.\n\n \n\n13\n\n \n\n \n\nThe\nBoard believes it is in the best interest of the Company to approve the Reverse Stock Split so that the Company can quickly effect a\nreverse stock split (i) if the NYSE American Rule Proposal is approved and/or (ii) the Company’s stock price is such that falling\nbelow $0.25 or $0.10 is probable, The Reverse Stock Split Proposal provides the Board and Company with flexibility should a reverse stock\nsplit be required in order to maintain compliance with NYSE American Rules.\n\n \n\nOur\nBoard believes that the continued listing of our common stock on the NYSE American is beneficial for our shareholders. The delisting\nof our common stock from the NYSE American would likely have very serious consequences for us and our shareholders. If our common stock\nis delisted from the NYSE American, our Board believes that the trading market for our common stock could become significantly less liquid,\nwhich could reduce the trading price of our common stock and increase the transaction costs of trading in shares of our common stock.\n\n \n\n**Purpose\nand Effect of the Reverse Stock Split**\n\n \n\nThe\nprimary purpose for implementing the proposed Reverse Stock Split Amendment would be to increase the per share trading price of our Common\nStock, which our Board of Directors believes would help us:\n\n \n\n \n●\n\nRetain\nour listing on the NYSE American;\n\n \n \n \n\n \n●\nattract\nnew investors who are reluctant to invest in shares with low prices;\n\n \n \n \n\n \n●\nattract\ninvestment from certain institutional investors and investment funds who are presently prevented under their guidelines from investing\nin our stock at its current price levels; and\n\n \n \n \n\n \n●\nattract\nand retain employees who may be less likely to work for a company with a low stock price.\n\n \n\nWe\nare planning for our future financing needs, and the ability to attract such institutional investors may be important to the success\nof any capital raising efforts.\n\n \n\nIn\naddition to assisting us in retaining our NYSE American listing, we believe that a higher per share price of our Common Stock will increase\ninterest in our stock within the financial community and broaden the pool of investors that may consider investing in our stock. Both\nof these factors can potentially increase the trading volume and liquidity of our Common Stock. The Board has been advised that our low\nstock price prohibits some institutional investors from purchasing our stock because of minimum price per share requirements they observe.\n\n \n\n*Other\nConsiderations.*\n\n \n\nIn\naddition to the foregoing considerations, the Board considered that, as a matter of policy, many institutional investors will not purchase\nstocks trading below certain minimum price levels, and brokers often discourage their customers from purchasing such stocks. We believe\nthat these concerns will be reduced if the price per share of our Common Stock increases.\n\n \n\nA\nReverse Stock Split may also reduce the relatively high transaction costs and commissions incurred by our shareholders due to our currently\nlow per share trading price. The structure of trading commissions, when they are set at a fixed price per share, can have an adverse\nimpact on holders of lower-priced securities because the brokerage commissions generally represent a higher percentage of the sales prices\nof lower-priced securities than they do on higher-priced issues, which may discourage trading in such lower-priced securities. If the\nprice of our shares is higher, then the adverse impact of these commissions could be reduced.\n\n \n\nAny\nincrease in the liquidity of our Common Stock due to a higher price per share may be partially or entirely offset by a reduction in liquidity\ndue to the fewer number of shares issued and outstanding after the Reverse Stock Split. Furthermore, the Reverse Stock Split will likely\nincrease the number of Common Stock holdings that are not divisible by 100 (often referred to as “odd lots”), which may make\nthese shares more difficult to sell and could result in higher selling costs for shareholders who hold odd lots.\n\n \n\n14\n\n \n\n \n\nThe\nBoard believes that the potential positive effects of a Reverse Stock Split can outweigh the potential negative effects and intends to\nimplement the proposed split only if they conclude that to be the case. In making that evaluation the Board will take into account various\nnegative factors including: (i) the negative perception of Reverse Stock Splits held by some stock market participants; (ii) the adverse\neffect on liquidity that might be caused by a reduced number of shares outstanding; and (iii) the costs associated with implementing\na Reverse Stock Split. The effect of the Reverse Stock Split upon the market price of our Common Stock cannot be predicted with any certainty,\nand the history of similar stock splits for companies in similar circumstances to ours is varied. It is also possible that a Reverse\nStock Split may not increase the per share price of our Common Stock in proportion to the reduction in the number of shares of our Common\nStock outstanding or result in a permanent increase in the per share price, which depends on many factors.\n\n \n\nAfter\nconsidering the foregoing factors, the Board determined that having the flexibility to implement a Reverse Stock Split is in our best\ninterests and that of our shareholders. The Board reserves the right not to implement the Reverse Stock Split if the Board does not deem\nit to be in our best interests or that of our shareholders.\n\n \n\nOur\nBoard, in its sole discretion, may elect to effect any one (but not more than one) of the reverse split ratios within the range indicated\nafter receipt of shareholder approval, or none of them if our Board of Directors determines in its sole discretion not to proceed with\nthe Reverse Stock Split. We believe that the availability of the alternative reverse split ratios will provide the Board of Directors\nwith the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for the Company and\nits shareholders. In determining which of the alternative Reverse Stock Split ratios to implement, if any, following the receipt of shareholder\napproval, our Board may consider, among other things, factors such as the trading price and trading volume of our Common Stock and the\nanticipated impact of the Reverse Stock Split on the trading market for our Common Stock.\n\n \n\nThe\nBoard of Directors reserves its right to elect to abandon the Reverse Stock Split if it determines, in its sole discretion, that this\nproposal is no longer in the best interests of the company and its shareholders.\n\n \n\n**Impact\nof the Reverse Stock Split Amendment if Implemented**\n\n \n\nThe\nReverse Stock Split will not affect the number of our authorized shares of common stock, which will remain 350,000,000, or preferred\nstock, which will remain at 50,000,000. Although the Reverse Stock Split will not, by itself, have any immediate dilutive effect on shareholders,\nthe proportion of shares owned by shareholders relative to the number of shares authorized for issuance will decrease because the number\nof authorized shares of common stock would remain unchanged. As a result, additional authorized shares of common stock would become available\nfor issuance at such times and for such purposes as our Board may deem advisable without further action by shareholders, except as required\nby applicable law or stock exchange rules. To the extent that additional authorized shares of common stock are issued in the future,\nsuch shares could be dilutive to our existing shareholders by decreasing such shareholders’ percentage of equity ownership in us.\n\n \n\nIf\nimplemented by our Board, the Reverse Stock Split will be realized simultaneously and in the same ratio for all of our outstanding Common\nStock. The Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any shareholder’s percentage\nownership interest in the company. We will not issue fractional shares in connection with the Reverse Stock Split. Instead, shareholders\nwho otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse\nStock Split ratio implemented will automatically be entitled to receive an additional fraction of a share of our Common Stock to round\nup to the next whole share. In addition, the Reverse Stock Split will not affect any shareholder’s proportionate voting power (subject\nto the treatment of fractional shares).\n\n \n\nThe\nprincipal effects of the Reverse Stock Split Amendment will be that:\n\n \n\n \n●\n\ndepending\non the ratio for the Reverse Stock Split selected by our Board, each two to fifty shares of Common Stock owned by a shareholder,\nor any whole number of shares of Common Stock between two and fifty as determined by the Board, will be combined into one new share\nof Common Stock;\n\n \n \n \n\n \n●\n\nthe\nnumber of authorized shares of Common Stock will remain at 350 million.\n\n \n \n \n\n \n●\n\nbased\nupon the Reverse Stock Split ratio selected by our Board of Directors, proportionate adjustments will be made to the per share exercise\nprice and/or the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable\nsecurities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock, which will result in approximately\nthe same aggregate price being required to be paid for such options and warrants upon exercise immediately preceding the Reverse\nStock Split;\n\n \n \n \n\n \n●\n\npursuant\nto the terms of the Certificates of Designation and Rights of the Company’s Series F (the “**Series F Preferred Stock**”),\nand the Certificates of Designation and Rights of the Company’s Series H (the “**Series H Preferred Stock**”),\nthe conversion price at which the issued and outstanding shares of Series F Preferred Stock and Series H Preferred Stock may be converted\ninto shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split; and\n\n \n \n \n\n \n●\n\nthe\nnumber of shares reserved for issuance or pursuant to the securities or plans described in the immediately preceding bullet will\nbe reduced proportionately based upon the Reverse Stock Split ratio selected by our Board.\n\n \n\n15\n\n \n\n \n\nThe\ntable below illustrates the effect, as of April 27, 2026 of a Reverse Stock Split at certain ratios:\n\n \n\n  \nCurrent\n(1)  \n1:2  \n1:4  \n1:10  \n1:20  \n1:40  \n1:50 \n\nCommon Stock Authorized \n 350,000,000  \n 350,000,000  \n 350,000,000  \n 350,000,000  \n 350,000,000  \n 350,000,000  \n 350,000,000 \n\nCommon Stock Issued and Outstanding \n 4,511,957  \n 2,255,979  \n 1,127,989  \n 451,195  \n 225,598  \n 112,799  \n 90,239 \n\nNumber of Shares of Common Stock Reserved for\nIssuance (2) \n 40,794,172  \n 20,397,086  \n 10,198,543  \n 4,079,417  \n 2,039,708  \n 1,019,855  \n 815,883 \n\nNumber of Shares of Common Stock Authorized\nbut Unissued and Unreserved \n 304,693,871  \n 327,346,936  \n 338,673,468  \n 345,469,388  \n 347,734,694  \n 348,867,346  \n 349,093,877 \n\nPrice per share, based on the closing price of our Common Stock on April\n30, 2026 (3) \n$0.59  \n$1.18  \n$2.36  \n$5.90  \n$11.80  \n$23.60  \n$29.50 \n\n \n\n(1)\nData\nprovided is as of April 30, 2026.\n\n(2)\nIncludes\n(i) 1,076,312 stock options; (ii) 17,687 warrants; (iii) 7,488,692 Series F Preferred Stock convertible into 249,624\nshares of common stock; (iv) 23,925,000 issuable upon conversion of Warrants attached to Series H Preferred Stock; and (v)\n15,525,549 issuable upon conversion of Series H Preferred Stock.\n\n(3)\nThe\nprice per share indicated reflects solely the application of the applicable reverse split ratio to the closing price of the common\nstock on April 30, 2026.\n\n \n\nOther\nprincipal effects of the Reverse Stock Split will include proportional adjustments to the per share exercise price and the number of\nshares issuable upon the exercise of all outstanding options and warrants and a proportional reduction in the number of shares reserved\nfor issuance under our existing stock incentive plans.\n\n \n\nImmediately\nfollowing the effective time of the Reverse Stock Split, we will continue to have 50,000,000 authorized shares of preferred stock. Authorized\nbut unissued shares will be available for issuance, and we may issue such shares in the future. If we issue additional shares of Common\nStock, the percentage ownership interest of holders of our Common Stock will be diluted.\n\n \n\nWe\ndo not intend for this Reverse Stock Split to constitute, or be the first step in a series of plans or proposals for, a “going\nprivate” transaction pursuant to Rule 13e-3 under the Securities Exchange Act of 1934. Following the Reverse Stock Split, we intend\nfor our Common Stock to remain registered under the Securities Exchange Act of 1934 and to continue to comply with the reporting requirements\nof such Act.\n\n \n\n**Certain\nRisks Associated with the Reverse Stock Split**\n\n \n\nThere\nare risks associated with the Reverse Stock Split including the following:\n\n \n\n \n●\n\nIf\nthe Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline may be greater than\nwould occur in the absence of a Reverse Stock Split. The market price of our Common Stock will, however, also be based on performance\nand other factors, which are unrelated to the number of shares outstanding.\n\n \n\n16\n\n \n\n \n\n \n●\n\nThere\ncan be no assurance that the Reverse Stock Split will result in any particular price for our Common Stock. As a result, the trading\nliquidity of our Common Stock may not necessarily improve.\n\n \n \n \n\n \n●\n\nThere\ncan be no assurance that the market price per share of our Common Stock after a Reverse Stock Split will increase in proportion to\nthe reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split. For example, based on the closing\nprice of our Common Stock on April 27, 2026 of $0.63 per share, if the Reverse Stock Split were implemented and approved for a Reverse\nStock Split ratio of one-for-five, there can be no assurance that the post-split market price of our Common Stock would be $3.15\nor greater. Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split may be lower than the\ntotal market capitalization before the Reverse Stock Split. Moreover, in the future, the market price of our Common Stock following\nthe Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.\n\n \n \n \n\n \n●\nThere\ncan be no assurance the Reverse Stock Split would result in a price per share that will attract brokers and investors that do not\ntrade in lower priced shares.\n\n \n \n \n\n \n●\n\nThere\ncan be no assurance that the Reverse Stock Split would result in a per share price that would\nincrease our ability to attract and retain employees.\n\n \n\nThere\ncan be no assurance that the Company will remain listed on the NYSE American;\n\n \n \n \n\n \n●\n\nBecause\nthe number of issued and outstanding shares of Common Stock would decrease as a result of the Reverse Stock Split, the number of\nauthorized but unissued shares of Common Stock will increase on a relative basis. If we issue additional shares of Common Stock,\nthe ownership interest of our current shareholders would be diluted, possibly substantially.\n\n \n \n \n\n \n●\n\nThe\nproportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect. For example,\nthe issuance of a large block of Common Stock could dilute the stock ownership of a person seeking to effect a change in the composition\nof the Board of Directors or contemplating a tender offer or other transaction for the combination of the company with another company.\n\n \n \n \n\n \n●\n\nThe\nReverse Stock Split may result in some shareholders owning “odd lots” of less than 100 shares of Common Stock. Odd lot\nshares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat\nhigher than the costs of transactions in “round lots” of even multiples of 100 shares.\n\n \n\nOur\nBoard of Directors intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares is likely to\nimprove the trading price of our Common Stock and if the implementation of the Reverse Stock Split is determined by the Board of Directors\nto be in the best interests of the Company and its shareholders.\n\n \n\n**Effective\nTime**\n\n \n\nIf\nthis proposal is approved and our Board determines to effect the Reverse Stock Split, the exact timing will be determined at the discretion\nof our Board and set forth in a public announcement. The proposed Reverse Stock Split would become effective as of 5:00 p.m., Eastern\nTime, (the “Effective Time”) on the date of filing the Reverse Stock Split Amendment with the office of the Department of\nState of the State of Florida, which will be determined by our Board. Shares of our Common Stock issued and outstanding immediately prior\nthereto will be combined, automatically and without any action on the part of the shareholders, into one share of our Common Stock in\naccordance with the Reverse Stock Split ratio determined by our Board of Directors. Following the Reverse Stock Split, each certificate\nrepresenting shares of our Common Stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares\ninto which the shares previously represented by the certificate were combined pursuant to the Reverse Stock Split.\n\n \n\nAfter\nthe Effective Time, our Common Stock will have new committee on uniform securities identification procedures (“CUSIP”) numbers,\nwhich is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged\nfor stock certificates with the new CUSIP numbers by following the procedures described below.\n\n \n\n17\n\n \n\n \n\nAfter\nthe Effective Time, we will continue to be subject to periodic reporting and other requirements of the Exchange Act.\n\n \n\n**Board\nDiscretion to Implement the Reverse Stock Split Amendment**\n\n \n\nIf\nthe Reverse Stock Split is approved by our shareholders, it will be effected, if at all, only upon a determination by our Board of Directors\nthat a Reverse Stock Split (at a ratio determined by the Board of Directors as described above) is in the best interests of the company\nand the shareholders. The Board of Director’s determination as to whether the Reverse Stock Split will be effected and, if so,\nat what ratio, will be based upon certain factors, including existing and expected marketability and liquidity of our Common Stock, prevailing\nmarket conditions and the likely effect on the market price of our Common Stock. If our Board of Directors determines to effect the Reverse\nStock Split, the Board of Directors will consider various factors in selecting the ratio including the overall market conditions at the\ntime and the recent trading history of the Common Stock.\n\n \n\n**Fractional\nShares**\n\n \n\nShareholders\nwill not receive fractional post-Reverse Stock Split shares in connection with the Reverse Stock Split. Instead, shareholders who otherwise\nwould be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio\nimplemented will automatically be entitled to receive an additional fraction of a share of our Common Stock to round up to the next whole\nshare.\n\n \n\n**Effect\non Beneficial Holders of Common Stock (i.e. shareholders who hold in “street name”)**\n\n \n\nUpon\nthe Reverse Stock Split, we intend to treat shares held by shareholders in “street name,” through a bank, broker or other\nnominee, in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers or other nominees will\nbe instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in “street name”. However,\nthese banks, brokers or other nominees may have different procedures than registered shareholders for processing the Reverse Stock Split.\nIf a shareholder holds shares of our Common Stock with a bank, broker or other nominee and has any questions in this regard, shareholders\nare encouraged to contact their bank, broker or other nominee.\n\n \n\n**Effect\non Registered “Book-Entry” Holders of Common Stock (i.e. shareholders that are registered on the transfer agent’s books\nand records but do not hold stock certificates)**\n\n \n\nCertain\nof our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent.\nThese shareholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a\nstatement reflecting the number of shares registered in their accounts.\n\n \n\nIf\na shareholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-Reverse\nStock Split shares. If a shareholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent\nto the shareholder’s address of record indicating the number of shares of Common Stock held following the Reverse Stock Split.\n\n \n\n**Effect\non Certificated Shares**\n\n \n\nShareholders\nholding shares of our Common Stock in certificate form will be sent a transmittal letter by the transfer agent after the Effective Time.\nThe letter of transmittal will contain instructions on how a shareholder should surrender his or her certificate(s) representing shares\nof our Common Stock (“**Old Certificates**”) to the transfer agent in exchange for certificates representing the appropriate\nnumber of whole shares of post-Reverse Stock Split Common Stock (“**New Certificates**”). No New Certificates will be\nissued to a shareholder until such shareholder has surrendered all Old Certificates, together with a properly completed and executed\nletter of transmittal, to the transfer agent. No shareholder will be required to pay a transfer or other fee to exchange his, her or\nits Old Certificates.\n\n \n\n18\n\n \n\n \n\nShareholders\nwill then receive a New Certificate(s) representing the number of whole shares of Common Stock which they are entitled as a result of\nthe Reverse Stock Split. Until surrendered, we will deem outstanding Old Certificates held by shareholders to represent the number of\nwhole shares of post-Reverse Stock Split Common Stock to which these shareholders are entitled.\n\n \n\nAny\nOld Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged\nfor New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will\nbe issued with the same restrictive legends that are on the back of the Old Certificate(s).\n\n \n\n**Shareholders\nshould not destroy any stock certificate(s) and should not submit any stock certificate(s) until requested to do so.**\n\n \n\n**Accounting\nMatters**\n\n \n\nThe\nReverse Stock Split will not affect the par value of a share of our Common Stock. As a result, as of the Effective Time of the Reverse\nStock Split, the stated capital attributable to Common Stock on our balance sheet will be reduced proportionately based on the Reverse\nStock Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited\nwith the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer\nshares of Common Stock outstanding.\n\n \n\n**No\nAppraisal Rights**\n\n \n\nUnder\nthe Florida Business Corporation Act, shareholders are not entitled to appraisal rights or dissenters rights with respect to the Reverse\nStock Split, and we will not independently provide shareholders with any such right.\n\n \n\n**Certain\nU.S. Federal Income Tax Considerations of the Reverse Stock Split**\n\n \n\nThe\nfollowing summary describes, as of the date of this proxy statement, certain U.S. federal income tax consequences of the Reverse Stock\nSplit to holders of our common stock. This summary addresses the tax consequences only to a U.S. holder, which is a beneficial owner\nof our common stock that is either:\n\n \n\n \n●\nan\nindividual citizen or resident of the United States;\n\n \n \n \n\n \n●\na\ncorporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the\nlaws of the United States or any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan\nestate, the income of which is subject to U.S. federal income taxation regardless of its source; or\n\n \n \n \n\n \n●\na\ntrust, if: (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more\nU.S. persons has the authority to control all of its substantial decisions or (ii) it was in existence before August 20, 1996 and\na valid election is in place under applicable Treasury regulations to treat such trust as a U.S. person for U.S. federal income tax\npurposes.\n\n \n\nThis\nsummary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “**Code**”), U.S. Treasury regulations,\nadministrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S.\nfederal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material\neffect on the U.S. federal income tax consequences of the Reverse Stock Split. We have not sought, and will not seek, an opinion of counsel\nor a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there\ncan be no assurance that the Internal Revenue Service will not challenge the statements and conclusions set forth below or that a court\nwould not sustain any such challenge.\n\n \n\n19\n\n \n\n \n\nThis\nsummary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that\narise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known\nby investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S.\nfederal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment\ntrusts, tax-exempt organizations, certain former U.S. citizens and lawful permanent residents of the United States, persons subject to\nthe alternative minimum tax, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities (including\nS-corporations), traders in securities that elect to mark-to-market and dealers in securities or currencies, (ii) persons that hold our\ncommon stock as part of a position in a “straddle” or as part of a “hedging transaction,” “conversion transaction”\nor other integrated investment transaction for federal income tax purposes, (iii) persons that do not hold our common stock as “capital\nassets” (generally, property held for investment), (iv) persons liable for the alternative minimum tax, (v) persons that directly,\nindirectly or constructively, own 5% or more of the total combined voting power of our stock or of the total value of our equity interests\nor (vi) persons that will hold shares of common stock in connection with a permanent establishment or fixed base outside the United States.\nThis summary does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially\nown common stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S.\nentities specified in Code Section 1472. This summary does not address U.S. federal tax considerations other than income tax considerations\n(such as Medicare contribution tax on net investment income, the alternative minimum tax, or estate or gift taxes) or tax considerations\narising under any U.S. state or local or non-U.S. laws. In addition, this summary does not address the tax consequences of transactions\neffectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock\nSplit. **Each shareholder is urged to consult with such shareholder’s own tax advisor with respect to the tax consequences of\nthe Reverse Stock Split.**\n\n \n\nIf\na partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common\nstock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the\nactivities of the partnership. **Partnerships that hold our common stock, and partners in such partnerships, should consult their own\ntax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.**\n\n \n\nEach\nholder should consult his, her or its own tax advisors concerning the particular tax consequences of the Reverse Stock Split to them.\n\n \n\n**General\nTax Treatment of the Reverse Stock Split**\n\n \n\nThe\nReverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code that should constitute a “recapitalization”\nfor U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization and other than with respect to a\nU.S. holder that receives a full share in lieu of a fractional share, as described below, a U.S. holder generally will not recognize\ngain or loss upon the exchange of our ordinary shares for a lesser number of ordinary shares, based upon the Reverse Stock Split ratio.\nA U.S. holder’s aggregate tax basis in the lesser number of ordinary shares received in the Reverse Stock Split will be the same\nas such U.S. holder’s aggregate tax basis in the shares of our common stock that such U.S. holder owned immediately prior to the\nReverse Stock Split. The holding period for the ordinary shares received in the Reverse Stock Split will include the period during which\na U.S. holder held the shares of our common stock that were surrendered in the Reverse Stock Split. The United States Treasury regulations\nprovide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of\nour common stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our common stock acquired on different dates\nand at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.\n\n \n\nAs\nnoted above, we will not issue fractional shares in connection with the Reverse Stock Split. Instead, shareholders who would be entitled\nto receive fractional shares because they hold a number of shares of common stock not evenly divisible by the Reverse Stock Split ratio\nwill automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share of common\nstock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share are not clear. A U.S. holder\nthat receives a full share in lieu of a fractional share may recognize income as a deemed distribution or gain in an amount not to exceed\nthe excess of the fair market value of such share over the fair market value of the fractional share to which such shareholder was otherwise\nentitled. We are not making any representations as to whether the receipt of one whole share in lieu of a fractional share will result\nin income as a deemed distribution or gain to any shareholder. U.S. holders are urged to consult their own tax advisors as to the possible\ntax consequences of receiving an additional fraction of a share in the Reverse Stock Split.\n\n \n\nTHE\nFOREGOING IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT CONSTITUTE\nA TAX OPINION. EACH HOLDER OF OUR COMMON SHARES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK\nSPLIT TO THEM AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.\n\n \n\n**Required\nVote and Recommendation**\n\n \n\nProposal\n3 (the Reverse Stock Split Proposal) requires affirmative vote of a majority of the shares represented in person or by Proxy and entitled\nto vote on such proposals at a meeting at which a quorum exists consisting of at least a majority of the shares entitled to be cast on\nsuch proposal. Abstentions will have the effect of a vote against the Proposal, and broker non-votes will not be counted as a vote in\nfavor of or a vote against the Proposal. If you sign and submit your proxy card without properly marking your voting instructions, your\nshares will be voted “FOR” this Proposal.\n\n \n\n**The\nBoard of Directors unanimously recommends a vote “FOR” approval of this Proposal 3 to grant our Board of Directors authority\nto amend our Articles of Incorporation to effect a Reverse Stock Split prior to June 29, 2027 at a ratio between one-for-two and one-for-fifty.**\n\n \n\n20\n\n \n\n** **\n\n**PROPOSAL\n4**\n\n**RATIFICATION\nOF THE SELECTION OF CHERRY BEKAERT LLP**\n\n**AS\nTHE COMPANY’S INDEPENDENT AUDITORS**\n\n \n\n**Summary**\n\n \n\nWe\nengaged Cherry Bekaert LLP (“**Cherry Bekaert**”) to serve as the Company’s independent auditors and independent\nregistered public accounting firm for the completion of the Company’s audit for the year ended December 31, 2025.\n\n \n\nThe\naudit report of Cherry Bekaert on the financial statements as of and for the years ended December 31, 2025 and December 31, 2024\ndid not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting\nprinciples, except for the following: The report included an explanatory paragraph regarding substantial doubt about the Company’s\nability to continue as a going concern as a result of its recurring operating losses, negative\noperating cash flows and accumulated deficit.\n\n \n\nThe\nBoard has directed that the Company submit the selection of Cherry Bekaert as the independent auditors and independent registered public\naccounting firm for 2026 for ratification by the shareholders at the Annual Meeting. Representatives of Cherry Bekaert, who are expected\nto be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available\nto respond to appropriate questions. Although ratification is not required by the Bylaws or otherwise, the Company is submitting the\nselection to its shareholders for ratification as a matter of good corporate practice and because the Company values its shareholders’\nviews. In the event the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Cherry\nBekaert. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different auditor/independent\naccounting firm at any time during the year, if the Audit Committee feels that such a change would be in the Company’s and\nthe Company’s shareholders’ best interests.\n\n \n\n**Independent\nAuditors’ Fees and Services**\n\n \n\nThe\nfollowing table provides the aggregate fees billed for professional services rendered by Cherry Bekaert, the Company’s current\nprincipal accountants, in the categories indicated during each of the past two fiscal years ended December 31:\n\n \n\n**Cherry\nBekaert Fees**\n\n** **\n\nServices Rendered \n2025  \n2024 \n\nAudit Fees (1) \n$154,350  \n$231,513 \n\nAudit-Related Fees (2) \n 33,023  \n — \n\nTax Fees (3) \n 27,963  \n 11,223 \n\nAll Other Fees (4) \n —  \n — \n\n  \n$215,336  \n$242,736 \n\n \n\n(1)\n*Audit\nFees*. This category includes fees for professional services provided in conjunction with the audit of the Company’s financial\nstatements and with the audit of management’s assessment of internal control over financial reporting and the effectiveness\nof internal control over financial reporting, review of the Company’s quarterly financial statements, assistance and review\nof documents filed with the Securities and Exchange Commission, consents, and comfort letters and attestation services provided in\nconnection with statutory and other regulatory filings and engagements.\n\n \n\n(2)\n*Audit-Related\nFees*. This category includes fees for assurance and related professional services associated with due diligence related to mergers\nand acquisitions, consultation on accounting standards or transactions, internal control reviews and assistance with internal control\nreporting requirements, services related to the audit of employee benefit plans, and other attestation services not required by statute\nor regulation.\n\n \n\n21\n\n \n\n \n\n(3)\n*Tax\nFees*. This category includes fees for professional services provided related to tax compliance, tax planning and tax advice.\n\n \n \n\n(4)\n*All\nOther Fees*. There were no other fees paid to Cherry Bekaert.\n\n \n\nSubstantially\nall of Cherry Bekaert LLP’s personnel, who work under the control of Cherry Bekaert LLP partners, are employees of Cherry Bekaert\nAdvisory, LLC, which provides personnel and other services to Cherry Bekaert LLP in an alternative practice structure.\n\n \n\n**Pre-Approval\nPolicy**\n\n \n\nThe\nAudit Committee approves in advance all audit and non-audit services to be performed by the Company’s independent registered public\naccounting firm. The Audit Committee considers whether the provision of any proposed non-audit services is consistent with the Securities\nand Exchange Commission rules on auditor independence and has pre-approved certain specified audit and non-audit services to be provided\nby Cherry Bekaert LLP for up to twelve (12) months from the date of the pre-approval. If there are any additional services to be provided,\na request for pre-approval must be submitted by management to the Audit Committee for its consideration.\n\n \n\n**Vote\nRequired and Board of Directors’ Recommendation**\n\n \n\nApproval\nof this proposal requires the affirmative vote of the majority of the shares represented in person or by Proxy at the Annual Meeting\nand entitled to vote on the proposal.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS**\n\n**A\nVOTE IN FAVOR OF PROPOSAL 4.**\n\n \n\n22\n\n \n\n \n\n**REPORT\nOF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS**\n\n \n\n*The\ninformation contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the\nSecurities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities\nAct of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference in such filing.*\n\n \n\nThe\nfollowing is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31,\n2025, and the notes thereto.\n\n \n\n**Review\nwith Management**\n\n \n\nThe\nAudit Committee reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 2025,\nand the notes thereto. Management represented to the Audit Committee that our financial statements were prepared in accordance with generally\naccepted accounting principles.\n\n \n\n**Review\nand Discussions with Independent Registered Public Accounting Firm**\n\n \n\nThe\nAudit Committee discussed with Cherry Bekaert LLP the matters required to be discussed by applicable standards of the Public Company\nAccounting Oversight Board (the “**PCAOB**”) and the SEC, which includes, among other items, matters related to the conduct\nof the audit of our financial statements.\n\n \n\nThe\nAudit Committee also received and reviewed written disclosures and the letter from Cherry Bekaert LLP as required by applicable requirements\nof the PCAOB and has discussed with Cherry Bekaert LLP their independence from us.\n\n \n\n**Conclusion**\n\n \n\nBased\non the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited financial\nstatements be included in our Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange\nCommission.\n\n \n\nSubmitted\nby the Audit Committee:\n\n \n\nCharles\nL. Pope (Chair)\n\nDr.\nAlan Dunton\n\nDr.\nFrederick Telling\n\nJohn\nGandolfo\n\n \n\n23\n\n \n\n \n\n**CORPORATE\nGOVERNANCE**\n\n \n\nThe\nCompany’s current corporate governance practices and policies are designed to promote shareholder value. We are committed to the\nhighest standards of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board provides independent\nleadership in the exercise of its responsibilities. Our management oversees a system of internal controls and compliance with corporate\npolicies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity. You can\naccess information regarding our corporate governance practices on our web site at: https://ir.oragenics.com/governance-docs.\n\n \n\n**Board\nof Directors Corporate Governance Policy**\n\n \n\nOur\nBoard has adopted the Board of Directors Corporate Governance Policy, which sets forth the principles that guide the Board’s exercise\nof its responsibility to oversee corporate governance, maintain its independence, evaluate its own performance and the performance of\nour executive officers and set corporate strategy. Our Corporate Governance Policy, states that currently different individuals fill\nthe roles of Chairman and Chief Executive Officer. Our Board may refine our Corporate Governance Policy from time to time. You can access\nour Corporate Governance Policy on our website at: https://ir.oragenics.com/governance-docs.\n\n \n\n**Code\nof Ethics/Standards of Business Conduct**\n\n \n\nIt\nis our policy to conduct our operations in compliance with all applicable laws and regulations and to operate our business under the\nfundamental principles of honesty, integrity and ethical behavior. We have adopted a code of ethics known as the Company Operating Principles,\nwhich is applicable to all of our Directors and employees, including our principal executive officer and our principal financial officer.\nA copy of the Company Operating Principles can be found on our website at www.oragenics.com. Any future amendments to, or waivers from,\nthe Company Operating Principles will be posted on our website.\n\n \n\nOur\nCompany Operating Principles are designed to promote honest and ethical conduct and compliance with all applicable laws, rules and regulations\nand to deter wrongdoing. Our Company Operating Principles are also aimed at ensuring that information we provide to the public (including\nour filings with and submissions to the Securities and Exchange Commission) is accurate, complete, fair, relevant, timely and understandable.\nOur Company Operating Principles can be accessed on our web site at www.oragenics.com/governance. We intend to disclose amendments to\ncertain provisions of our Company Operating Principles, or waivers of such provisions granted to Directors and executive officers, on\nour web site in accordance with applicable Securities and Exchange Commission requirements.\n\n \n\n**Independence\nof Directors**\n\n \n\nOur\nCommon Stock is listed on a national securities exchange, the NYSE American. Accordingly, in determining whether our Directors are independent,\nwe are required to comply with the rules of the NYSE American. We also expect to continue to comply with securities and other laws and\nregulations regarding the independence of Directors, including those adopted under Section 301 of the Sarbanes-Oxley Act and Rule 10A-3\nunder the Securities Exchange Act of 1934 with respect to the independence of Audit Committee members. The NYSE American listing standards\ndefine an “independent director” generally as a person, other than an officer of a company, who does not, in the view of\nthe company’s Board of Directors, have a relationship with the company that would interfere with the Director’s exercise\nof independent judgment. The Board has affirmatively determined that each of the following Directors, constituting a majority of the\nBoard, is independent within the meaning of the NYSE American listing standards:\n\n \n\nCharles\nL. Pope\n\nDr.\nFrederick W. Telling\n\nDr.\nAlan Dunton\n\nRobert\nKoski\n\nJohn\nP. Gandolfo\n\nNatasha\nGiordano\n\n \n\n24\n\n \n\n \n\nSuch\nindependence definition includes a series of objective tests, including that the Director is not an executive officer or employee\nof the company and has not engaged in various types of business dealings with the company. In addition, as further required by the NYSE\nAmerican listing standards, the Board has made a subjective determination as to each independent director that no relationships exist\nwhich, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of\na Director.\n\n \n\n**Board\nLeadership Structure**\n\n \n\nWe\ncurrently separate the positions of Chief Executive Officer and Chair of the Board. Since December 16, 2022, Mr. Charles Pope, one of\nour independent Directors, has served as our non-executive Chairman. The responsibilities of the Chair of the Board include: setting\nthe agenda for each Board meeting, in consultation with the Chief Executive Officer; presiding at executive sessions; facilitating and\nconducting, with the Nominating Committee, the annual self-assessments by the Board and each standing committee of the Board, including\nperiodic performance reviews of individual Directors; and conducting, with the Compensation Committee, a formal evaluation of the Chief\nExecutive Officer and other executive officers in the context of the annual compensation review.\n\n \n\nSeparating\nthe positions of Chief Executive Officer and Chair of the Board allows our Chief Executive Officer to focus on our day-to-day business,\nwhile allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.\nThe Board believes that having an independent Director serve as Chair of the Board is the appropriate leadership structure for the Company\nat this time and demonstrates our commitment to good corporate governance.\n\n \n\nIn\naddition, as described in more detail below, our Board has three standing committees, each chair and each member of which is an independent\nDirector. Our Board delegates substantial responsibility to each Board committee, which reports their activities and actions back to\nthe Board. We believe that our independent Board committees and their chairs are an important aspect of our Board leadership structure.\n\n \n\n**Risk\nOversight**\n\n \n\nOur\nBoard, as a whole and through its committees, has responsibility for the oversight of risk management. With the oversight of our Board,\nour officers are responsible for the day-to-day management of the material risks the Company faces. In its oversight role, our Board\nhas the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning\nas designed. The involvement of the Board in setting our business strategy at least annually is a key part of its oversight of risk management,\nits assessment of management’s appetite for risk and its determination of what constitutes an appropriate level of risk for the\nCompany. The Board regularly receives updates from management and outside advisors regarding certain risks the Company faces, including\npotential litigation and various operating risks.\n\n \n\nIn\naddition, our Board committees each oversee certain aspects of risk management. For example, our Audit Committee is responsible for overseeing\nrisk management of financial matters, financial reporting, the adequacy of our risk-related internal controls, and internal investigations;\nour Compensation Committee oversees risks related to compensation policies and practices; and our Nominating Committee oversees governance\nrelated risks, such as Board independence and conflicts of interest, as well as management and Director succession planning. Our Board\ncommittees report their findings to the Board.\n\n \n\nSenior\nmanagement attends Board and Board committee meetings and is available to address any questions or concerns raised by the Board on risk\nmanagement-related and any other matters. The Board holds periodic strategic planning sessions with senior management to discuss strategies,\nkey challenges, and risks and opportunities for the Company.\n\n \n\n**Meetings\nof the Board of Directors and Committees**\n\n \n\n*Board\nof Directors.* Our property, affairs and business are under the general management of our Board of Directors as provided by the laws\nof the State of Florida and our Bylaws. The Board of Directors conducts its business through meetings of the full Board and through committees\nof the Board. The Board of Directors has appointed standing Audit, Compensation and Nominating and Governance Committees of the Board\nof Directors. The Board periodically reviews the size of the Board and recommends any changes it determines to be appropriate given our\nneeds. Under our Bylaws, the number of members on the Board may be increased or decreased by resolution of the Board.\n\n \n\n25\n\n \n\n \n\nThe\nBoard currently consists of six members. The Board has no formal policy regarding board member attendance at the Annual Meeting. All\nof our then existing Directors attended the prior year’s annual meeting and all of our Directors are expected to attend the Annual\nMeeting either in person or electronically. The Board of Directors met 9 times during the year ended December 31, 2025 (“**Fiscal\n2025**”). All Directors attended at least 75% of the aggregate number of meetings of the Board of Directors and Committees during\nFiscal 2025. In conjunction with regularly scheduled meetings, our “independent” Directors met in separate executive sessions.\n\n \n\n*Audit\nCommittee*: The Audit Committee members currently consist of Mr. Charles Pope, Dr. Frederick Telling, Dr. Alan Dunton and Mr. John\nGandolfo, with Mr. Pope serving as Chairman. The Board has affirmatively determined that each such person met the independence requirements\nfor audit committee purposes based on the more stringent independence standards imposed by applicable NYSE American and SEC rules. In\naddition, the Board of Directors has determined that Mr. Pope is an “audit committee financial expert” as that term is defined\nin Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934. In March 2004, the Audit Committee adopted\na written charter which was modified on April 24, 2007 and on December 29, 2009. The Company believes that its Audit Committee Charter\ncomplies with the requirements related to Sarbanes-Oxley and a current copy of the Audit Committee Charter is available on our website\nhttp://ir.oragenics.com/governance-docs. The Audit Committee met 5 times during Fiscal 2025.\n\n \n\nThe\nAudit Committee has the sole authority to engage and discharge, review the independence, qualifications, activities and compensation\nof the Company’s independent registered certified public accountants. The Audit Committee reports to the Board the appointment\nof the independent registered certified public accountants. The Audit Committee must assure regular rotation of the lead and concurring\naudit partners. The Audit Committee is responsible for the oversight of the Company’s financial policies, control procedures, accounting\nstaff, and reviews and approves the Company’s financial statements. The Audit Committee is responsible for the review of transactions\nbetween the Company and any Company officer, Director or entity in which a Company officer or Director has a material interest. The Audit\nCommittee must develop and maintain procedures for the submission of complaints and concerns about accounting and auditing matters. The\nAudit Committee must assure CEO and CFO certifications meet their obligations by performing a review and evaluation of the Company’s\ndisclosure controls and procedures. The Audit Committee has the authority to engage the services of an outside advisor when required.\nThe Audit Committee must receive reports from the independent registered certified public accountants on critical accounting policies,\nsignificant accounting judgments and estimates, off-balance sheet transactions and non-Generally Accepted Accounting Principles financial\nmeasures.\n\n \n\n*Compensation\nCommittee*: The Compensation Committee consists of Directors Dr. Alan Dunton, Dr. Frederick Telling, Mr. Charles Pope and Mr. John\nGandolfo, with Dr. Dunton serving as Chairman. The Board has determined that each current member of the Compensation Committee meets\nthe applicable requirements for independence**.** None of the Compensation Committee members has ever been an officer or employee\nof the Company. The Compensation Committee is responsible for establishing the compensation of the Company’s Directors, Chief Executive\nOfficer and all other executive officers, including salaries, bonuses, severance arrangements, and other executive officer benefits.\nThe Compensation Committee also administers the Company’s various incentive and stock option plans and designates both the persons\nreceiving awards and the amounts and terms of the awards. The Compensation Committee adopted a charter in March 2004 to outline its compensation,\nbenefits and management development philosophy and to communicate to shareholders the Company’s compensation policies and the reasoning\nbehind such policies as required by the Securities and Exchange Commission. The Charter was modified on April 24, 2007, on December 29,\n2009 and on June 6, 2013 and December 2019. A current copy of the Compensation Committee’s charter is available on our website\nat http://ir.oragenics.com/governance-docs. The Compensation Committee met 2 times during Fiscal 2025.\n\n \n\n*Nominating\nCommittee*: The Nominating Committee consists of Directors Mr. Robert Koski, Dr. Alan Dunton and Dr. Frederick Telling with Dr. Telling\nserving as Chairman. The Board has determined that each current member of the Nominating Committee meets the applicable requirements\nfor independence. The Nominating Committee met 2 times during Fiscal 2025. The Board adopted a nominating committee charter. The charter\nwas updated on February 12, 2014 and December 2019. A current copy of the Nominating Committee’s charter is available on our website\nat http://ir.oragenics.com/governance-docs. In addition to recommending candidates to the Board for election at annual meetings\nof shareholders, the Nominating Committee oversees the evaluation of the Board as a whole and its committees, as well as individual evaluations\nof those Directors who are being considered for possible re-nomination to the Board. The evaluation process occurs annually and has,\nto date, been informal.\n\n \n\n26\n\n \n\n \n\nThe\nNominating Committee has not established specific minimum age, education, and years of business experience or specific types of skills\nfor potential Director candidates, but, in general, expects qualified candidates will have ample experience and a proven record of business\nsuccess and leadership. The Nominating Committee also believes it is appropriate for a member of the Company’s management to participate\nas a member of the Board of Directors, although at present no such management member serves on the Board of Directors. The Nominating\nCommittee will consider as candidates for Director individuals who possess a high level of ethics, integrity and values, and who are\ncommitted to representing the long-term interests of our shareholders. Such candidates must be able to make a significant contribution\nto the governance of the Company by virtue of their business and financial expertise, educational and professional background. The business\ndiscipline that may be sought at any given time will vary depending on the needs and strategic direction of the Company, and the disciplines\nrepresented by incumbent Directors. In evaluating candidates for nomination as a Director, the Nominating Committee will also consider\nother criteria, including geographical representation, independence, practical wisdom, mature judgment and having sufficient time to\ndevote to the affairs of the Company in order to carry out the responsibilities of a Director. One or more of our Directors is required\nto possess the education or experience required to qualify as an audit committee financial expert as defined in the applicable rules\nof the Securities and Exchange Commission. The Nominating Committee does not have a formal policy with respect to diversity; however,\nthe Board of Directors and the Nominating Committee believe that it is essential that the members of the Board of Directors represent\ndiverse viewpoints and a diverse mix of the specific criteria above. The entire Board of Directors is polled for suggestions as to individuals\nmeeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date, the Company has not engaged\nthird parties to identify or evaluate or assist in identifying potential nominees.\n\n \n\n*Shareholder\nRecommendation of Nominees.* The Board does not currently have a policy with regard to the consideration of any Director candidates\nrecommended by security holders. Given the Company’s current size, stage of development, and size of the Board, the Board believes\nthat it is not currently appropriate to establish a separate policy for security holders to submit such recommendations. Notwithstanding\nthe lack of a formal policy regarding security holder nominations, the Board may from time to time consider candidates proposed for consideration\nfor service on the Company’s Board by security holders. The Nominating Committee will consider qualified Director nominees recommended\nby shareholders when such recommendations are submitted in accordance with applicable law, rule or regulation regarding Director nominations.\nShareholders may submit candidates for nomination to our Board of Directors by writing to: Nominating Committee of the Board of Directors,\nOragenics, Inc., 9015 Town Center Parkway, Suite 143, Lakewood Ranch, FL 34202.\n\n \n\nWhen\nsubmitting a nomination to us for consideration, a shareholder must provide certain information about each person whom the shareholder\nproposes to nominate for election as a Director, including: (i) the name, age, business address and residence address of the person;\n(ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of our capital stock owned\nbeneficially or of record by the person; and (iv) any other information relating to the person that would be required to be disclosed\nin a Proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant\nto Section 14 of the Securities Exchange Act of 1934, or the Exchange Act, and the rules and regulations promulgated thereunder. Such\nnotice must be accompanied by the proposed nominee’s written consent to be named as a nominee and to serve as a Director if elected.\nThe Board has not set any specific minimum qualifications that must be met by a nominee presented for consideration to the Board by a\nsecurity holder. A Board member may become aware of a potential nominee and present such nominee to the full Board for consideration\nat a Board meeting. The Board would evaluate the candidate and determine whether such person should be considered for Board service based\non a variety of criteria including but not limited to, whether the individual has experience in the Company’s industry, potential\nconflicts, and the person’s ability to work with existing Board members and expected contributions. The Board would evaluate a\nnominee submitted by a security holder in the same or similar manner as one recommended by the Nominating Committee.\n\n \n\n27\n\n \n\n \n\n**Direct\nShareholder Communication to Board Members**\n\n \n\nThe\nCompany does not currently have a formal process for direct shareholder communications to the Board. The basis for the Board’s\nview that it is appropriate for the Company to not have such a formal process includes but is not limited to the following: the Company’s\nlimited financial and personnel resources, the Company’s stage of operations and development and the ability for shareholders to\ncommunicate with Board members informally.\n\n \n\nShareholders\nwith questions about the Company are encouraged to contact the Company’s Corporate Secretary. However, if shareholders feel their\nquestions have not been addressed, they may communicate with the Company’s Board of Directors by sending their communications to\nan individual Director(s) or to the Company’s Board of Directors, c/o Corporate Secretary, Oragenics, Inc., 9015 Town Center Parkway,\nSuite 143, Lakewood Ranch, FL 34202. All shareholder communications received by the Company’s Corporate Secretary in this manner\nwill be delivered to the individual Director(s) or to the Company’s Board of Directors.\n\n \n\nThe\nChairman of the Board of Directors, Mr. Charles Pope, is an independent Director and has been designated by the Board of Directors to\npreside at the executive sessions of the independent Directors. If interested parties wish to make a concern known to the independent\nDirectors, they may do so in a writing addressed to the Chairman of the Board, Oragenics, Inc., 9015 Town Center Parkway, Suite 143,\nLakewood Ranch, FL 34202.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nDirector Compensation program for 2025 consisted of the following:\n\n \n\n**Non-employee\ndirectors**\n\n \n\n*Cash\nCompensation.* The Director compensation program for 2025 provided that all non-employee Directors would receive an annual base fee\nfor service on the Board of $45,000. In addition, the Chairperson of the Board and of our Audit Committee, Compensation Committee and\nNominating Committee would also receive annual fees of $40,000, $20,000, $15,000, and $10,000 respectively. All non-employee Directors\nserving on our Audit Committee, Compensation Committee and Nominating Committee (other than as the Chairperson) would receive an annual\nfee of $10,000, $7,500, and $5,000, respectively, in connection with such committee service. In addition, from time to time, the Board\nmay establish special committees and in connection therewith determine the cash compensation that would be paid to the Directors serving\non a special committee at the time of the establishment of such committee. All fees for Board service are generally paid on or before\nthe last business day of each quarter.\n\n \n\nThe\nBoard expects to meet in-person for a minimum of four meetings each year. To the extent the Board meets in excess of six in-person meetings\nan additional per meeting fee would also be considered to be paid to each Director by the Board for such additional in-person meeting.\nTo the extent the Board determines to establish a special committee, or a special committee was previously established and continues\nto function, the Board would determine the cash compensation payable to each Director serving on any such special committee.\n\n \n\nOur\nCompensation Committee and our Board of Directors use market data as one means of evaluating and establishing Board remuneration. From\ntime to time the Compensation Committee seeks the advice for compensation consultants on matters related to executive compensation, board\nremuneration and related governance matters.\n\n \n\n*Equity\nCompensation-New Director.* Equity compensation is issued to Directors upon joining our Board. Non-employee Directors receive a stock\noption for the purchase of shares of Company’s Common Stock equating to $60,000 with an exercise price set as the Closing price\nof the Company’s Common Stock on the day immediately prior to the appointment to the Board, which will immediately vest and be\nexercisable for ten years, subject to early termination under the terms of the 2021 Equity Incentive Plan. If new Directors join the\nBoard before July 1 of the calendar year, they will receive 100% of the value; 50% of such total value if they join between July 1 and\nOctober 1; 25% of such total value if they join after October in a calendar year.\n\n \n\n*Annual\nEquity Compensation Awards*. As part of the Director Compensation Program each non-employee director receives equity awards under\nthe 2021 Equity Incentive Plan. In December 2025, the Board considered and granted stock options to non-employee Directors. Directors\nPope, Koski, Telling, Gandolfo, Dunton, and Giordano received 125,000 options at a grant price of $0.93 per share. According to the terms\nof the grants, the options vested immediately.\n\n \n\n28\n\n \n\n \n\nThe\nstock options are subject to the standard terms and conditions of the Company’s form of stock option agreement which includes earlier\nvesting upon a change in control of the Company.\n\n \n\n*Discretionary\nAwards*. As part of the Director Compensation Program, the Board may also make discretionary equity-based awards from time to time\nunder our 2021 Equity Incentive Plan.\n\n \n\n*Minimum\ndollar value stock ownership requirements.* Each non-employee Director receiving the above equity-based awards will be subject to\na minimum dollar value stock ownership holding requirement with respect to the awards received as well as all prior equity awards under\nthe 2021 Equity Incentive Plan which requirement is intended to align the ability to sell shares with the performance of the Company’s\nstock price. The non-employee Directors will each be subject to a minimum dollar value stock ownership requirement equal to six times\nthe annual Board retainer ($270,000) which dollar threshold they would be precluded from selling shares of Company stock acquired from\nthe Company under its 2021 Equity Incentive Plan.\n\n \n\n*Reimbursement\nof Expenses.* Non-employee Directors are also reimbursed for expenses incurred in connection with their attendance at Board or committee\nmeetings and reasonable out-of-pocket business expenses associated with their Board service.\n\n \n\n*Long-term\nIncentive Compensation.*The Company did not have a Long-Term Incentive Compensation plan in place for performance in 2025\nfor its Non-Employee Directors.\n\n \n\nThe\nfollowing table sets forth the compensation of our non-employee Directors in 2025.\n\n \n\n**Non-Employee\nDirector Compensation**\n\n \n\nName \n\n**Fees\nearned**\n\n**or\npaid in**\n\n**cash\n(1)**\n  \n\n**Option**\n\n**awards\n(2)**\n  \nTotal \n\nDr. Frederick\nW. Telling \n$72,500  \n$96,400  \n$168,900 \n\nRobert C. Koski \n$50,000  \n$96,400  \n$146,400 \n\nCharles L. Pope \n$112,500  \n$96,400  \n$208,900 \n\nDr. Alan W. Dunton \n$75,000  \n$96,400  \n$171,400 \n\nJohn Gandolfo \n$62,500  \n$96,400  \n$158,900 \n\nNatasha Giordano \n$15,000  \n$96,400  \n$111,400 \n\n \n\n(1)\nAmounts\nrepresent cash compensation earned by our Non-employee Directors during 2025 in connection with their Board service including any\nservice on committees or service in connection with special committees established by the Board.\n\n(2)\nThe\namounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board\nAccounting Standards Codification, Topic 718, Compensation—Stock Compensation (ASC 718). See Notes 2 and 8 of Notes to Consolidated\nFinancial Statements. On December 11, 2025, Directors Pope, Koski, Telling, Gandolfo, Dunton and Giordano received 125,000 options\nat a grant price of $0.93 per share. According to the terms of the grants, the options vested immediately.\n\n \n\n29\n\n \n\n** **\n\n**EXECUTIVE\nCOMPENSATION**\n\n \n\n**Compensation\nDiscussion and Analysis**\n\n \n\nThis\nsection describes the objectives of our executive compensation program, and the compensation decisions made with respect to our named\nexecutive officer for the fiscal year ended December 31, 2025. Our named executive officer during 2025 was Janet Huffman, who serves\nas our Chief Executive Officer and Chief Financial Officer.\n\n \n\nThe\nCompensation Committee of the Board of Directors is responsible for establishing, reviewing, and overseeing the Company’s executive\ncompensation policies and practices. The Compensation Committee reviews and recommends to the Board of Directors the compensation of\nthe Chief Executive Officer and approves the compensation of other executive officers. In carrying out its responsibilities, the Compensation\nCommittee seeks to ensure that executive compensation is aligned with the Company’s business objectives, financial condition, and\nlong-term shareholder interests.\n\n \n\nThe\nCompany has conducted advisory votes on executives’ compensation at prior annual meetings of shareholders. The Compensation Committee\nconsiders the results of such advisory votes, along with other relevant factors when evaluating executive compensation decisions.\n\n \n\nAt\nour 2024 Annual Meeting of Shareholders, on an advisory basis, a majority of the shareholders who voted on this matter, approved the\ncompensation of our named executive officers as disclosed in our Proxy Statement. The Compensation Committee believes the views of our\nshareholders are an important consideration when making decisions regarding our compensation program and will continue to take the views\nof our shareholders into consideration when assessing our compensation program and making decisions related to the structure and amount\nof pay.\n\n \n\n**Compensation\nObjective**\n\n** **\n\nOur\nnamed executive officer compensation programs are designed to achieve the following objectives:\n\n \n\n \n●\nAttract,\nmotivate and reward named executive officers whose knowledge, skills, performance and business relationships are critical to our\nsuccess;\n\n \n \n \n\n \n●\nAlign\nthe interests of our named executive officers and shareholders by motivating named executive officers to ultimately increase shareholder\nvalue as well as facilitate retention;\n\n \n \n \n\n \n●\nMotivate\nour named executive officers to manage our business to meet our short-term and long-range goals and reward accomplishment of these\ngoals; and\n\n \n \n \n\n \n●\nProvide\na competitive compensation package which includes some pay for performance factors.\n\n \n\n**Compensation\nDetermination Process**\n\n \n\nWe\nconduct an annual review of named executive officer compensation, generally in December or January. At the Compensation Committee’s\ndirection, our Chief Executive Officer prepares an executive compensation review for each named executive officer, other than herself,\nwhich may include recommendations for:\n\n \n\n \n●\na\nproposed year-end bonus, if any, based on the achievement of individual and/or corporate objectives;\n\n \n \n \n\n \n●\na\nproposed increase, if any, in base salary and target annual incentive opportunity for the upcoming year; and\n\n \n \n \n\n \n●\nan\naward, if any, of stock options or stock awards for the year under review.\n\n \n\n30\n\n \n\n \n\nAs\npart of the compensation review, our Compensation Committee also considers changes to a named executive officer’s employment agreement,\ncompensation arrangements and benefits, responsibilities, or severance arrangements.\n\n \n\nIn\naccordance with NYSE American requirements, the Compensation Committee also meets in an executive session without the Chief Executive\nOfficer to consider and make recommendations to our Board of Directors regarding the Chief Executive Officer’s compensation, including\nbase salary, cash bonus and year-end annual stock options. The Compensation Committee also grants year-end stock options to other named\nexecutive officers based on, among other factors, recommendations by our Chief Executive Officer.\n\n \n\nIn\nconjunction with the year-end annual compensation review, or as soon as practicable after the fiscal year-end, our Chief Executive Officer\nrecommends to the Compensation Committee the corporate objectives and other criteria to be utilized for purposes of determining cash\nbonuses (i) for each named executive officer for the upcoming year (in accordance with that named executive officer’s employment\nagreement), and (ii) for all other employees as a group. The Compensation Committee in its discretion may revise our Chief Executive\nOfficer’s recommendations or make its own recommendations to our Board of Directors, which may in turn suggest further revisions.\nAt the end of the year, the Compensation Committee, in consultation with our Chief Executive Officer, reviews performance and determines\nthe extent to which any established goals were achieved.\n\n \n\n**Setting\nCompensation for Named Executive Officers - Compensation Committee, Board of Directors and Chief Executive Officer or Principal Executive\nOfficer**\n\n \n\nThe\nCompensation Committee of our Board of Directors has the primary responsibility for determining the compensation of our named executive\nofficers. Our Compensation Committee recommends the compensation of our Chief Executive Officer or Principal Executive Officer and determines\nall compensation matters for our named executive officers, including base salary, bonuses, and equity compensation. Our Board of Directors,\nafter considering the recommendations of the Compensation Committee, makes the final determination with respect to the compensation of\nour Chief Executive Officer or Principal Executive Officer. Utilizing input from our Chief Executive Officer or Principal Executive Officer,\nthe Compensation Committee makes an independent decision on compensation for each other named executive officers, although our Compensation\nCommittee has, on occasion, submitted its compensation determinations for named executive officers to our full Board of Directors for\nits approval.\n\n \n\n**Role\nof Compensation Consultant**\n\n \n\nOur\nCompensation Committee is authorized to engage compensation consultants or other advisors to review our executive officers’ compensation,\nincluding a benchmarking analysis against the compensation of executive officers at comparable companies, to ensure that our compensation\nis market competitive, with the goal of retaining and adequately motivating our senior management. In March 2019 and January of 2020,\nour Compensation Committee retained Korn Ferry as a compensation consultant (“Korn Ferry”) to assess our current compensation\nprograms and provide recommendations for continued improved alignment of the programs with our compensation philosophy and goals and\nto review and make recommendations regarding our executive and Director compensation for 2019 and 2020.\n\n \n\nOur\nCompensation Committee evaluates the performance of its compensation consultant, considers alternative compensation consultants, and\nhas the final authority to engage and terminate such services. The Compensation Committee assessed the independence of Korn Ferry pursuant\nto SEC rules and the applicable listing standards of the NYSE American and concluded that no conflict of interest exists that would prevent\nKorn Ferry from serving as an independent consultant to our Compensation Committee. This Korn Ferry assessment has not been formally\nupdated, nor has the engagement continued as the Compensation Committee believes, based on a variety of factors, including the small\nnumber of employees, that an updated assessment was not warranted\n\n \n\n**Benchmarking\nin the Context of Our Other Executive Compensation Principles**\n\n \n\nFrom\ntime to time, our Compensation Committee reviews the compensation of similarly situated executive officers at companies that we consider\nto be our peers, taking into consideration the experience, position and functional role, level of responsibility and uniqueness of applicable\nskills of both our executive officers and those of our peers, and the demand and competitiveness for attracting and retaining an individual\nwith each executive officer’s specific expertise and experience. While this analysis is helpful in determining market-competitive\ncompensation for senior management, it is only one factor in determining our executive officers’ compensation, and our Compensation\nCommittee exercises its judgment in determining the nature and extent of its use.\n\n \n\n31\n\n \n\n \n\nFor\npurposes of comparing our executive compensation against the competitive market, our Compensation Committee reviews and considers the\ncompensation levels and practices of a group of comparable biotechnology companies known to the members of the Compensation Committee.\nThis information was then used as a reference point for our Compensation Committee to assess our current compensation levels in the course\nof its deliberations on forms and amounts of compensation. Given our objective of attracting, retaining, motivating, and rewarding a\nhighly-skilled team of executive officers and other employees, we aim to deliver a total compensation package that is within a competitive\nrange around the median as compared to peers, with an emphasis on equity incentive compensation so as to more effectively tie our named\nexecutive officers and employees’ interests to those of our shareholders. In light of this, when undertaking such analysis, our\nCompensation Committee has reviewed data pertaining to the 25th, 50th and 75th percentiles for base salary, total cash compensation (base\nsalary plus annual bonus) and equity compensation. This competitive analysis is one factor, among others, taken into account by our Compensation\nCommittee in assessing current compensation levels and recommending changes to compensation or additional awards of equity. Our Compensation\nCommittee expects to review such compensation data as it believes necessary to make adjustments to its composition, taking into account\nchanges in both our business and the businesses of the companies in the peer group. Due to the small number of employees and executive\nofficers we have, among other factors, our Compensation Committee did not undertake an update to the peer group in 2025.\n\n \n\nOur\nCompensation Committee believes that, given the competitiveness of our industry and our culture, our base compensation, annual cash bonuses\nand equity programs are flexible enough to reward the achievement of clearly defined corporate goals and are sufficient to retain our\nexisting executive officers and to hire new executive officers with the appropriate qualifications and experience.\n\n \n\n**Elements\nof Named Executive Officer Compensation**\n\n \n\nFor\n2025, the principal components of compensation for our named executive officer consisted of:\n\n \n\n \n●\nAnnual\nbase salary;\n\n \n \n \n\n \n●\nAnnual\nbonus incentives; and\n\n \n \n \n\n \n●\nEquity\nIncentive Awards / Option Awards.\n\n \n\n**Annual\nBase Salary**\n\n \n\nWe\nprovide our named executive officers with a base salary to compensate them for services rendered during the year. Generally, the base\nsalaries reflect the experience, skills, knowledge, and responsibilities required of each executive officer, and reflect our executive\nofficers’ overall performance and contributions to our business.\n\n \n\nDuring\nits review of base salaries for executives, the Compensation Committee primarily considers:\n\n \n\n \n●\nthe\nnegotiated terms of each named executive officer’s employment agreement, if any;\n\n \n \n \n\n \n●\nan\ninternal review of the named executive officer’s compensation, both individually and relative to other named executive officers;\nand\n\n \n \n \n\n \n●\nbase\nsalaries paid by comparable companies in the biopharmaceutical industry that have a similar business and financial profile.\n\n \n\nSalary\nlevels are considered annually as part of our performance review process. Merit-based increases to salaries are based on management’s\nassessment of the individual’s performance, the recommendations made by the Chief Executive Officer to the Compensation Committee,\nand the comparative compensation at peer companies. The factors used in determining increases in base salary include individual performance,\nchanges in role and/or responsibility and changes in the competitive market environment. The Compensation Committee periodically reviews\nthe base salary for each executive officer.\n\n \n\n32\n\n \n\n \n\n**Annual\nIncentive Bonuses**\n\n \n\nWe\nprovide an opportunity for each of our named executive officers to receive an annual incentive bonus based on the satisfaction of individual\nand company objectives established by the Compensation Committee and/or our Board of Directors, or if no objectives are established at\nthe discretion of the Committee. These incentives are paid in cash. For any given year, these objectives may include individualized goals\nor company-wide goals that relate to operational, strategic or financial factors such as progress in developing our product candidates,\nachieving certain manufacturing, intellectual property, clinical and regulatory objectives, and managing our capital requirements.\n\n \n\n*2025\nBonus Plan*\n\n* *\n\nThe\nCompany established performance-based bonus targets for its named executive officers in 2025 (the “**2025 Bonus Plan**”).\nThe percentages were weighted for purposes of determining bonuses, if any, for the Company’s executive officers with respect to\n2025 performance. Under such a cash bonus program, Ms. Huffman, was eligible for cash bonuses of up to 50% of base salary, or $162,500\n(“**Bonus Target**”).\n\n \n\nThe\nbonuses payable to Ms. Huffman were to be based upon the achievement of the following objectives:\n\n \n\n \ni.\nUp\nto 40% of the Bonus Target for overseeing the Company’s capital raising efforts;\n\n \nii.\nUp\nto 5% of the Bonus Target for strategic talent acquisition in the Company’s finance department;\n\n \niii.\nUp\nto 15% of the Bonus Target for the Company’s clinical trial milestones; and\n\n \niv.\nUp\nto 40% of the Bonus Target for the Company’s strategic planning initiatives.\n\n \n\nThe\nexecutive officers’ actual bonuses for fiscal year 2025 were eligible to exceed 100% of their 2024 Bonus Target percentage in the\nevent performance exceeds the predetermined goals and/or upon the achievement of other specified goals, including stretch goals. Payment\nof bonuses to the Company’s executive officers under the 2025 Bonus Program and the actual amount of such bonus, if any, are at\nthe discretion of the Compensation Committee and the Board of Directors.\n\n \n\n**Equity\nIncentive Compensation**\n\n \n\nWe\nbelieve that successful long-term corporate performance is more likely to be achieved with a corporate culture that encourages a long-term\nfocus by our named executive officers and other employees through the use of equity awards, the value of which depends on our stock performance.\nWe established our 2021 Equity Incentive Plan to provide all of our employees, including our named executive officers, with incentives\nto help align our employees’ interests with the interests of our shareholders and to enable them to participate in the long-term\nappreciation of our shareholder value. Additionally, equity awards provide an important retention tool for all employees, as the awards\ngenerally are subject to vesting over an extended period of time based on continued service with us.\n\n \n\nWe\ntypically grant equity awards in connection with hiring a new employee. In addition, equity awards may also be granted for performance\nannually at, or soon after, the end of each year, depending on position, performance and tenure at the Company.\n\n \n\nThe\ndetermination of whether to grant stock options, as well as the size of such grants, to our named executive officers involves assessments\nby the Compensation Committee and our Board of Directors and, with respect to named executive officers other than herself, our Chief\nExecutive Officer. Generally, annual equity awards are driven by our desire to retain and motivate our named executive officers, and\nwe consider individual performance and contributions during the preceding year, to the extent the Compensation Committee and our\nBoard of Directors believe such factors are relevant. As with base salary and cash bonuses, in evaluating and determining stock option\ngrants to our named executive officers, the Compensation Committee and our Board of Directors also considers publicly available data\nfrom other similar clinical stage companies identified by the Compensation Committee.\n\n \n\n33\n\n \n\n \n\nWe\ncurrently grant stock options or stock awards to new employees when they join our Company based upon their position with us and their\nrelevant prior experience. The awards granted by the Compensation Committee generally vest over time during the ten-year option term\n(although some previously granted awards vest immediately), or upon the achievement of certain milestones. Unless otherwise agreed to\nby us with respect to a termination without “cause” or for “good reason,” vesting and exercise rights generally\ncease upon termination of employment, except in the case of death (subject to a one-year limitation), disability or retirement. Prior\nto the exercise of an option, the holder has no rights as a shareholder with respect to the shares subject to such option, including\nvoting rights or the right to receive dividends or dividend equivalents. In addition to the initial option grants, our Compensation Committee\nmay grant additional options to retain our employees and reward, or provide incentive for, the achievement of corporate goals and strong\nindividual performance. Our Board of Directors has not granted our Chief Executive Officer the discretion to grant options to non-executive\nemployees upon joining our Company, or to make grants during each annual non-executive employee review cycle.\n\n \n\nIt\nis our policy to award stock options at an exercise price equal to the closing price on the NYSE American Market of our common stock\non the date of the grant. For purposes of determining the exercise price of stock options, the grant date generally based upon the later\nof the first day of employment for newly hired employees, or the date and time on which the Compensation Committee or Board approves\nthe stock option grant.\n\n \n\nWe\nhave no program, practice, or plan to grant stock options, in coordination with the release of material nonpublic information. We also\nhave not timed the release of material nonpublic information for the purpose of affecting the value of stock options or other compensation,\nand we have no plan to do so. We do, however, have a policy regarding the adjustment or recovery of stock option awards in connection\nwith the restatement of our financial statements, as our stock option awards have not been tied to the achievement of specific financial\nstatement goals.\n\n \n\n**Other\nCompensation**\n\n \n\nOther\naspects of compensation applicable to our named executive officers consist of the following:\n\n \n\n*Retirement\nBenefits.*We maintain a Simple Individual Retirement Arrangement plan in which all full-time employees, including our named executive\nofficers, are eligible to participate. We provide this plan to help its employees save some amount of their cash compensation for retirement\nin a tax efficient manner. We do not provide an option for its employees to invest in our stock under the 401k plan. We match 100% of\nthe employee’s contribution up to a maximum of 3% of the employee’s compensation.\n\n \n\n*Health\nand Welfare Benefits.*All full-time employees, including our named executive officers, may participate in our health and welfare\nbenefit programs, including medical, dental and vision care coverage as may be provided and applicable to all employees.\n\n \n\n*Perquisites.*We do not provide perquisites or other personal benefits to our named executive officers other than those that we provide to our\nemployees.\n\n \n\n*Employment\nAgreements.*During 2025, we had employment agreements in effect with Ms. Huffman. We entered into employment agreements with these\nofficers and key employees to ensure that they would perform their respective roles with us for an extended period of time. In addition,\nwe also considered the critical nature of each of their positions and our need to retain them when we committed to these agreements.\n\n \n\n**2025\nNamed Executive Officer Compensation Decisions**\n\n \n\nWe\nbelieve that the total compensation paid to our named executive officers for the fiscal year ended December 31, 2025, achieved the overall\nobjectives of our executive compensation program. In accordance with our overall objectives, we believe executive compensation for 2025\nwas competitive with other similarly sized companies. The Compensation Committee took the following key compensation actions in 2025:\n\n \n\n34\n\n \n\n \n\n**Base\nSalaries**\n\n \n\nDuring\n2025, we made the following changes in annual base salary for named Executive Officers and key employees.\n\n \n\nName \n\n**Annual\nSalary**\n\n**For\n2024**\n  \nIncrease  \n\n**Annual\nSalary**\n\n**For\n2025**\n \n\nJanet Huffman \n$250,000  \n$75,000  \n$325,000 \n\n** **\n\n**Determination\nof Cash Bonus-2025**\n\n \n\nOur\nBoard of Directors determined that Ms. Huffman’s 2025 performance-based cash bonus award earned to be $110,500, which was paid\nin December 2025.\n\n \n\n**Determination\nof Equity Awards**\n\n \n\nOn\nDecember 11, 2025, Ms. Huffman received a stock option grant pursuant to our 2021 Equity Incentive Plan (the “2021 Plan”)\nto purchase 250,000 shares of our common stock at an exercise price of $0.93 per share, the closing price of our common stock on the\ngrant date. This award vests over three years.\n\n \n\n**Other\nPolicies and Considerations - Employment Contracts and Change in Control Arrangements**\n\n \n\nWe\nentered into employment agreements with our Chief Executive Officer and Chief Financial Officer, Ms. Huffman (the “Employment Agreements”).\n\n \n\n*Employment\nAgreements—Ms. Huffman, Chief Financial Officer and Chief Executive Officer*\n\n \n\nOn\nMarch 6, 2023, Ms. Huffman entered into an Executive Employment Agreement with us under terms substantially similar to the employment\nagreements of prior executives. Under the terms of her Executive Employment Agreement, Ms. Huffman’s employment with us became\neffective March 6, 2023, and she received an annual base salary of $250,000 and was eligible for a Performance Bonus with a target of\n35% of her annual salary based on appropriate Company based and individual based targets in the discretion of the Compensation Committee\nas approved by the full Board of Directors. Ms. Huffman was eligible to participate in the medical insurance and other benefits available\nto all employees except her annual vacation will be set at four (4) weeks.\n\n \n\nOn\nJanuary 16, 2025, the Board appointed Ms. Huffman to also serve as the Company’s Interim Chief Executive Officer effective as of\nJanuary 16, 2025, and in connection therewith, the Board determined that, effective January 16, 2025, Ms. Huffman’s employment\nagreement would be modified to (i) include her new title of Interim Chief Executive Officer; (ii) require that as she report directly\nto the Company’s Board of Directors and its Executive Chairman; (iii) increase her base salary by 10% to $275,000; and (iv) change\nher location to Sarasota (given the Company relocation from Tampa to Sarasota). All other terms of Ms. Huffman’s Employment Agreement\nremain in full force and effect.\n\n \n\nOn\nMay 2, 2025, the Board appointed Janet Huffman, to serve as the Company’s Chief Executive Officer, in addition to continuing to\nserve as its Chief Financial Officer, and in connection therewith, the Board determined that, effective May 2, 2025, Ms. Huffman’s\nemployment agreement would be modified to (i) include her new title of Chief Executive Officer (ii) increase her base salary to $325,000;\n(iii) include bonus target of fifty percent (50%) of her base compensation.\n\n \n\nIn\nthe event the Company terminates the Employment Agreement without cause, as defined in the Employment Agreement, Ms. Huffman will be\nentitled to receive severance pay equal to six (6) months of her annual base salary, at the rate in effect on the date of termination\nand 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.\nIf Ms. Huffman’s employment with the Company is terminated by the Company without cause during the period of thirty (30) days following\na Change in Control of the Company (as defined in the Employment Agreement), in lieu of the severance payments above, Ms. Huffman will\nbe 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\nsalary rate in effect on the termination date or the base salary rate in effect immediately before the effective date of the Change of\nControl, and (ii) her performance bonus for the year, which includes the effective date of the Change in Control, payable at the\ntarget level of performance. In addition, Ms. Huffman also will be entitled to receive the amount of any performance bonus that, as of\nthe date of termination, has been earned by Ms. Huffman but has not yet been paid by the Company to Ms. Huffman. The Employment Agreement\ncontains customary confidentiality, non-competition and non-solicitation provisions.\n\n \n\n35\n\n \n\n \n\nIn\nconnection with Ms. Huffman’s employment in March 2023, she was awarded stock options to acquire 233 shares of our common stock\nunder our 2021 Plan, at an exercise price of $120.00 per share, which was our closing price on the grant date. The options vested as\nfollows: 58 options vested on the grant date, 58 options vested on September 6, 2023, 58 options vested on March 6, 2024, 58 options\nvested on September 6, 2024, and 59 options vested on March 6, 2025, in each case Ms. Huffman remained in continuous employment with\nus through such dates.\n\n \n\nThe\nExecutive Employment Agreement is terminable at any time by us and upon 60 days’ notice by Ms. Huffman. Upon separation for any\nreason Ms. Huffman shall receive her base salary accrued through the date of termination, and any vested rights and benefits provided\nunder our employee benefit plans and programs. In addition, if Ms. Huffman’s separation from employment is terminated by us without\nCause or for non-renewal by us after the end of the Initial Term and Ms. Huffman signs a full general release then we would be obligated\nto pay Ms. Huffman six months of her annual base salary as severance plus any earned but unpaid Performance Bonus.\n\n \n\nIf\nMs. Huffman’s employment is terminated by us without Cause during the period of 30 days following a Change in Control and Ms. Huffman\nsigns a full general release then we would be obligated to pay Ms. Huffman six months of her annual base salary as severance, any earned,\naccrued but unpaid bonus Performance Bonus and Ms. Huffman’s Performance Bonus for the year of the Change in Control at target\nlevel of performance. Additionally, with any such termination Ms. Huffman’s stock options or other stock awards under our 2021\nEquity Incentive Plan which are not vested shall vest as of her termination date. Under the Executive Employment Agreement, “Change\nin Control” is defined as a transaction or series of transactions which constitutes a sale of control of the Company, a change\nin effective control of the Company, or a sale of all or substantially all of our assets, or a transaction which qualifies as a “change\nin ownership” or “change in effective control” of the Company or a “change in ownership of substantially all\nof the assets” of the Company under the standards set forth in Treasury Regulation section 1.409A-3(i)(5).\n\n \n\nIn\nthe Executive Employment Agreement, Ms. Huffman has agreed to duties of non-disclosure of Confidential Information, non-competition and\nnon-solicitation and Company ownership of developments provisions.\n\n \n\n**Tax\nand Accounting Implications**\n\n \n\nDeductibility\nof Executive Compensation\n\n \n\nThe\nCompensation Committee takes into consideration the tax consequences of compensation to the named executive officers, but tax considerations\nare not a significant part of our Company’s compensation policy.\n\n \n\nAccounting\nfor Stock-Based Compensation\n\n \n\nWe\naccount for stock-based compensation in accordance with the requirements of FASB ASC Topic 718. This accounting treatment has not significantly\naffected our executive compensation decisions.\n\n \n\n**Clawbacks**\n\n \n\nIn\norder to further align management’s interests with those of shareholders and to support the Company’s governance practices,\nthe Board of Directors adopted a recoupment policy applicable to annual bonuses and other short-term and long-term incentive compensation\nbased on financial targets (“Incentive Compensation”) received by current and former executive officers of the Company and\nsuch other senior executives/employees of the Company who may from time to time be deemed subject to the policy by the Board of Directors\n(“Covered Executive”). The policy provides that if, as a result of a restatement of the Company’s financial statements\ndue to the Company’s material noncompliance with any financial reporting requirement under the securities laws, a Covered Executive\nreceived more Incentive Compensation than the Covered Executive would have received absent the incorrect financial statements, the Company\nshall recover said excess Incentive Compensation (defined as the excess of (i) the actual amount of Incentive Compensation paid to the\nCovered Executive over (ii) the Incentive Compensation that would have been paid based on the restated financial results during the three\nyear period preceding the date on which the Company is required to prepare such restatement). The policy also provides that if the Board\nof Directors makes a determination in its sole discretion that a Covered Executive engaged in Misconduct (as defined below), the Board\nof Directors may require reimbursement or forfeiture of all or part of the Incentive Compensation received by the Covered Executive.\nThe Board of Directors may use its judgment in determining the amount to be recovered. Misconduct is defined as (i) conviction of a felony,\n(ii) material breach of any agreement with the Company, (iii) material breach of any Company policy or code, (iv) act of theft, embezzlement\nor fraud, (v) misrepresentation or misstatement of financial or performance results, and (vi) any other act or event that the Board of\nDirectors has determined that recoupment is appropriate.\n\n \n\n**Consideration\nof Shareholder Advisory Vote on Executive Compensation**\n\n \n\nThe\nCompensation Committee also expects to consider the results of our shareholder advisory vote on executive compensation. Our shareholders\nhave historically voted in favor of the compensation of our named executive officers and, at our 2024 Annual Shareholder Meeting, 63%\nof the shares represented in person or by proxy voted in favor of the program. In light of these results, the Compensation Committee\nhas determined to substantially continue the executive compensation program. The Board of Directors determined that shareholder advisory\nvotes on executive compensation will be submitted to our shareholders annually until the next required advisory vote on the frequency\nof conducting advisory votes on executive compensation.\n\n \n\n36\n\n \n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table sets forth the aggregate compensation paid or accrued for the fiscal years ended December 31, 2025 and 2024 to our most\nhighly compensated executive officer who earned more than $100,000 in total compensation during 2025, as well as two former executive\nofficers (collectively, the “Named Executive Officers”)\n\n \n\n  \n  \n   \nBonus  \n\n**Stock**\n\n**Awards**\n  \n\n**Option**\n\n**Awards**\n  \n\n**All\nOther**\n\n**Compensation**\n  \n  \n\nName and principal\nposition \nYear \nSalary  \n(1)  \n(2)  \n(2)  \n(3)  \nTotal \n\nKimberly Murphy \n2025 \n$-  \n$-  \n$     -  \n$-  \n$-  \n$- \n\nFormer Chief\nExecutive Officer and President \n2024 \n$53,750  \n$-  \n$-  \n$10,562  \n$216,612  \n$280,924 \n\nJanet Huffman \n2025 \n$285,801  \n$110,500  \n$-  \n$201,700  \n$11,156  \n$609,157 \n\nChief Financial Officer,\nChief Executive Officer \n2024 \n$250,000  \n$75,000  \n$-  \n$31,200  \n$7,500  \n$363,700 \n\nJoseph Redmond \n2025 \n$-  \n$-  \n$-  \n$-  \n$198,000  \n$198,000 \n\nFormer President and Interim\nPrincipal Executive Officer \n2024 \n$397,126  \n$-  \n$-  \n$39,000  \n$28,015  \n$464,141 \n\n \n\n \n(1)\nThe\namounts reported in this column represent performance-based bonuses earned pursuant to the Company’s bonus plans. Amounts earned\nfor 2024 were paid in February 2025. Amounts earned for 2025 were paid in December 2025.\n\n \n \n \n\n \n(2)\nThe\namounts reported in this column represent the aggregate grant-date fair value of stock awards computed in accordance with Financial\nAccounting Standards Board Accounting Standards Codification Topic 718, *Compensation—Stock Compensation* (“ASC\n718”). See Notes 2 and 8 to the Consolidated Financial Statements for additional information. On December 11, 2025, Ms. Huffman\nreceived incentive stock option awards under the Company’s 2021 Equity Incentive Plan covering 25,000 shares at an exercise\nprice of $0.80 per share, vesting over three years.\n\n \n \n \n\n \n(3)\nAmounts\nreported in this column for Ms. Huffman represent Company matching contributions under the Company’s SIMPLE IRA retirement\nplan. Amounts reported for Mr. Redmond in 2025 represent severance payments totaling $198,000.\n\n \n\nThe\nCompensation Committee believes that our future success depends, in large part, upon our ability to maintain a competitive position in\nattracting, retaining and motivating key personnel. The Compensation Committee utilizes the 2021 Equity Incentive Plan to provide incentives\nto employees. We do not have any separate long-term incentive plans that provide compensation intended to serve as incentives for performance\nother than awards contemplated under, or pursuant to, our 2021 Equity Incentive Plan.\n\n \n\n**Outstanding\nEquity Awards**\n\n \n\nThe\nfollowing table provides information concerning outstanding equity awards as of December 31, 2025:\n\n \n\n  \n\n**Number\nof securities**\n\n**underlying\nunexercised**\n\n**options\n(#) exercisable (1)**\n  \n\n**Number\nof securities**\n\n**underlying\nunexercised**\n\n**options\n(#) unexercisable (2)**\n  \n\n**Option\nexercise**\n\n**price(s)**\n  \n\n**Option**\n\n**expiration\ndate**\n\nJanet Huffman,\nChief Executive Officer and Chief Financial Officer \n 250,000  \n -  \n$0.93  \n12/11/2035\n\nJanet Huffman \n 2,667  \n -  \n 14.40  \n9/19/2034\n\nJanet Huffman \n 187  \n 47  \n$120.00  \n3/7/2033\n\n \n\n \n1)\nRepresents\nawards that are time vested with each award vesting evenly on an annual basis over three years, subject to earlier vesting upon a\nchange in control as defined in the award agreements.\n\n \n2)\nRepresents\nawards that are time vested with each award vesting evenly on a semi-annual basis over two years, subject to earlier vesting upon\na change in control as defined in the award agreements.\n\n** **\n\n37\n\n \n\n** **\n\n**Pay\nVersus Performance Table**\n\n \n\nAs\nrequired by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about\nthe relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section\nis prescribed by SEC rules and does not necessarily align with how the Company or our Compensation Committee view the link between the\nCompany’s performance and the pay of our principal executive officers (“**PEOs**”) and our non-PEO named executive\nofficers (“**NEOs**”).\n\n \n\nThe\nfollowing table sets forth information concerning the compensation of our PEOs and our non-PEO NEOs in comparison to certain performance\nmetrics for each of the fiscal years ending December 31, 2025 and December 31, 2024. The use of the term “compensation actually\npaid” (“**CAP**”) is required by the SEC’s rules. Per SEC rules, CAP was calculated by adjusting the Summary\nCompensation Table Total values for the applicable year as described in the footnotes to the table.\n\n \n\nYear (1) \nSummary Compensation Table Total for PEO (Janet Huffman 2025, and Kimberly Murphy and Michael Redmond 2024) ($) (1) (2)  \nCompensation actually Paid to PEO ($)(3)  \nAverage Summary Compensation Table Total for Non-PEO Named Executive Officers($)(2)  \nAverage Compensation Actually Paid to Non-PEO Named Executive Officers($)(3)  \nValue of Initial Fixed $100 Investment Based on Total Shareholder Return($)(4)  \nNet Income($)(in thousands) (5) \n\n2025 \n$609,157  \n$407,457  \n$609,157  \n$407,457  \n$0.66  \n$(984,249)\n\n2024 \n$745,065  \n$279,699  \n$275,947  \n$128,500  \n$(18) \n$(1,056,792)\n\n \n\n**Pay\nVersus Performance Narrative Disclosure**\n\n \n\nIn\naccordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented\nin the Pay Versus Performance table and each of total shareholder return (“**TSR**”) and net loss.\n\n \n\nWe\nutilize several performance measures to align executive compensation with our performance. As described in more detail above in the section\n**“Other Policies and Considerations - Employment Contracts and Change in Control Arrangements**,” part of the compensation\nour NEOs are eligible to receive consists of annual performance-based bonuses that are designed to provide appropriate incentives to\nour executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals.\nPerformance measures with respect to the performance bonuses include the Company’s share performance.\n\n \n\nWith\nrespect to net income, specifically, because we are not a commercial-stage company, we did not have any revenue during the periods presented,\nother than revenue associated with grants. Consequently, we do not consider net loss as a performance measure for our executive compensation\nprogram.\n\n \n\n38\n\n \n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS**\n\n**AND\nMANAGEMENT AND RELATED SHAREHOLDER MATTERS**\n\n \n\nThe\nfollowing table sets forth information about beneficial ownership of our Common Stock as of April 30, 2026 (unless otherwise noted) by\n(i) each shareholder that has indicated in public filings that the shareholder beneficially owns more than five percent of the Common\nStock, (ii) each of the Company’s directors and named officers and (iii) all directors and officers as a group. Except as otherwise\nnoted, each person listed below, either alone or together with members of the person’s family sharing the same household, had,\nto our knowledge, sole voting and investment power with respect to the shares listed next to the person’s name.\n\n \n\nName\nand address (1) \n\n**Number\nof shares**\n\n**beneficially**\n\n**owned**\n  \n\n**Percentage\nof**\n\n**ownership\n(2)**\n \n\nFive Percent Holders: \n    \n   \n\nSabby Volatility Warrant Master\nFund, Ltd. (3) \n 412,654  \n 9.6%\n\nDirectors and officers: \n    \n   \n\nRobert C. Koski (4) \n 129,479  \n 2.6%\n\nCharles L. Pope (5) \n 129,784  \n 2.6%\n\nDr. Alan Dunton (6) \n 128,622  \n 2.6%\n\nDr. Frederick W. Telling (7) \n 128,768  \n 2.5%\n\nNatasha Giordano (8) \n 163,320  \n 3.2%\n\nJanet Huffman (9) \n 3,401  \n * \n\nJohn Gandolfo (10) \n 126,671  \n 2.6%\n\n(All Directors and officers as a group 7\npersons) \n 810,045  \n 16.10%\n\n \n\n***\n*Beneficial\nownership percentage is less than 1%.*\n\n \n \n\n(1)\nExcept\nas indicated, the address of the person named in the table is c/o Oragenics, Inc.**,**9015 Town Center Parkway, Suite 143, Lakewood\nRanch, FL 34202.\n\n(2)\nIn\ncomputing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock\nsubject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after\nMay 15, 2026, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percentage ownership\nof any other person. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table\nhave sole voting and investment power with respect to all shares of common stock held by them. Applicable percentage ownership is\nbased on 4,511,957 shares of common stock outstanding as of April 30, 2026 and is not an admission of beneficial ownership of those\nshares.\n\n(3)\nThe\nsecurities are held by Sabby Volatility Warrant Master Fund, Ltd. (“Sabby Volatility”), Sabby Management, LLC (“Sabby\nManagement”) and Hal Mintz, Sabby Management is the investment manager of Sabby Volatility. Hal Mintz is the Manager of Sabby\nManagement and in such capacity has the right to vote and dispose of the securities held by Sabby Management. The address of Sabby\nVolatility is c/o Captiva (Cayman) Ltd Governors Square, Bldg. 4, 2nd Floor 23 Lime Tree Bay Avenue P.O. Box 32315 Grand Cayman KY1-1209\nCayman Islands. The address of Sabby Management is 1011 Links Dr. Miami Beach, FL 33109. The address of Hal Mintz is c/o Sabby Management,\n1011 Links Dr. Miami Beach, FL 33109. As of the record date, Sabby Volatility held of record 412,654 warrants. The Company does not\nhave any information with respect to shares of common stock that Sabby Volatility that may be held in street name. On January 21,\n2026, Sabby Volatility filed a Schedule 13G with the SEC reporting beneficial ownership of 412,654 shares, representing 9.90% of\nthe Company’s outstanding shares as of such date.\n\n(4)\nIncludes:\n128,935 shares able to be acquired pursuant to stock options.\n\n(5)\nIncludes:\n127,768 shares able to be acquired pursuant to stock options.\n\n(6)\nIncludes:\n127,820 shares able to be acquired pursuant to stock options.\n\n(7)\nIncludes:\n127,820 shares able to be acquired upon the exercise of stock options.\n\n(8)\nIncludes\n163,320 shares able to be acquired upon the exercise of stock options.\n\n(9)\nIncludes:\n500 shares owned directly by Ms. Huffman; and 2,901 shares able to be acquired upon the exercise of stock options.\n\n(10)\nRepresents\n126,671 shares able to be acquired upon the exercise of stock options.\n\n** **\n\n39\n\n \n\n** **\n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans**\n\n \n\nThe\nfollowing table sets forth certain information as of December 31, 2025, with respect to the 2021 Equity Incentive Plan as amended (the\n“2021 Plan”):\n\n \n\nPlan Category \n\n**Number\nof**\n\n**Securities\nto be**\n\n**Issued\nUpon Exercise of**\n\n**Outstanding\nOptions**\n  \n\n**Weighted-Average**\n\n**Exercise\nPrice of**\n\n**Outstanding\nOptions**\n  \n\n**Number\nof**\n\n**Securities**\n\n**Remaining**\n\n**Available\nfor**\n\n**Future\nIssuance**\n\n**Under\nEquity**\n\n**Compensation\nPlans**\n\n**(Excluding**\n\n**Securities**\n\n**Reflected\nin**\n\n**Column\n(A))**\n \n\n  \n(A)  \n(B)  \n(C) \n\nEquity compensation plans\napproved by shareholders: \n    \n    \n   \n\n2021\nEquity Incentive Plan (1) \n 1,076,332  \n$4.41  \n 2,090,335 \n\nEquity compensation plans\nnot approved by shareholders \n -  \n -  \n - \n\nTotal: \n 1,076,332  \n$4.41  \n 2,090,335 \n\n \n\n(1)\nOur\nshareholders approved an amendment to our 2021 Equity Incentive Plan (the “2021 Plan”) at our 2024 Annual Meeting in\nDecember 2024 which provided for an additional two million shares of our common stock to be added to the available shares, increasing\nthe total number of common shares available for issuance under the 2021 Plan from 1,166,667 shares to 3,166,667 shares.\n\n** **\n\n40\n\n \n\n** **\n\n**CERTAIN\nRELATIONSHIPS AND RELATED TRANSACTIONS**\n\n \n\nSEC\nrules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related\nperson has or will have a direct or indirect material interest involving an amount that exceeds the lesser of $120,000 or one percent\n(1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive\nofficer, Director, nominee for Director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of\nany of those persons.\n\n \n\nThe\nAudit Committee of the Board of Directors (or, to the extent applicable, our disinterested directors) is responsible for reviewing all\ntransactions between the Company and any officer or Director of the Company or any entity in which an officer of Director has a material\ninterest. Any such transactions must be on terms no less favorable than those that could be obtained on an arms-length basis from independent\nthird parties.\n\n \n\n**Indemnification**\n\n \n\nThe\nCompany provides indemnification for its directors and officers so that they will be free from undue concern about personal liability\nin connection with their service to the Company. Under the Company’s Bylaws, the Company is required to indemnify its directors\nand officers to the full extent provided by law then in effect.\n\n \n\n**DELINQUENT\nSECTION 16(a) REPORTS**\n\n \n\nSection\n16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially\nown more than ten percent of the Company’s Common Stock to file reports of ownership and changes in ownership of such securities\nwith the Securities and Exchange Commission. Officers, Directors and beneficial owners of more than ten percent of the Common\nStock are required by applicable regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on\nits review of copies of forms furnished to the Company and written representations from the executive officers and Directors, the Company\nbelieves all persons subject to the reporting requirements with regard to the Common Stock complied with the applicable filing requirements\nduring the year ended December 31, 2025.\n\n \n\nThe\nCompany’s insider trading policy prohibits all employees, including our executive officers, and non-employee directors from engaging\nin short sales, transactions in put or call options, hedging transactions, using margin accounts, pledges, or other inherently speculative\ntransactions involving the Company’s securities.\n\n \n\n**HOUSEHOLDING\nOF PROXY MATERIALS**\n\n \n\nThe\nSEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for Notices of\nInternet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more shareholders sharing the same\naddress by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those\nshareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders\nand cost savings for companies.\n\n \n\nThis\nyear, a number of brokers with account holders who are Oragenics shareholders will be “householding” the Company’s\nProxy Materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple shareholders sharing an address\nunless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they\nwill be “householding” communications to your address, “householding” will continue until you are notified otherwise\nor until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to\nreceive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or us. Direct your written request to\nOragenics, Inc., 9015 Town Center Parkway, Suite 143, Lakewood Ranch, FL 34202, Attention: Corporate Secretary. Shareholders who currently\nreceive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding”\nof their communications should contact their brokers.\n\n \n\n41\n\n \n\n \n\n**OTHER\nMATTERS**\n\n \n\n**Interim\nCorporate Mailings**\n\n \n\nIn\naccordance with National Instrument 54-101 of the Canadian Securities Administrators, registered and beneficial shareholders of the Company\nmay elect annually to receive interim corporate mailings, including interim financial statements of the Company, if they so request at\nthe address below.\n\n \n\n**Availability\nof Annual Report on Form 10-K**\n\n \n\nAccompanying\nthis Proxy Statement is a copy of the Company’s Annual Report on Form 10-K for 2025 Shareholders who would like additional copies\nof the Annual Report on Form 10-K should direct their requests in writing to:\n\n \n\nOragenics,\nInc.\n\n9015\nTown Center Parkway, Suite 143\n\nLakewood\nRanch, FL 34202\n\nAttention:\nJanet Huffman, Secretary\n\n \n\n**Miscellaneous**\n\n \n\nManagement\ndoes not know of any matters to be brought before the Annual Meeting of Shareholders other than as described in this Proxy Statement.\nShould any other matters properly come before the Annual Meeting of Shareholders, the persons designated as proxies will vote in accordance\nwith their best judgment on such matters.\n\n \n\n \nBY\nORDER OF THE BOARD OF DIRECTORS,\n\n \n \n\n \n*/s/\nJANET HUFFMAN*\n\nLakewood\nRanch, Florida\nJANET\nHUFFMAN\n\nMay\n20, 2026\nSecretary\n\n** **\n\n42\n\n \n\n \n\n**APPENDIX\nA**\n\n \n\n**PROXY\nCARD**\n\n \n\n**PROXY**\n\n**ORAGENICS,\nINC.**\n\n**THIS\nPROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS**\n\n**FOR\nTHE 2025 ANNUAL MEETING OF SHAREHOLDERS**\n\n**TO\nBE HELD ON JUNE 29, 2026 AT 10:00 a.m.**\n\n** **\n\nThe\nundersigned shareholder of Oragenics, Inc. (the “Company”) hereby appoints Janet Huffman with full power of substitution,\nas proxy of the undersigned to vote all shares of common stock of the Company that the undersigned is entitled to vote at the Annual\nMeeting of Shareholders of the Company to be held virtually on June 29, 2026 at 10:00 a.m. and all adjournments or postponements thereof,\nand to otherwise represent the undersigned at the Annual Meeting with all the powers possessed by the undersigned if personally present\nat the meeting. The undersigned revokes any proxy previously given to vote at such meeting. The undersigned hereby instructs said proxies\nor their substitutes to vote as specified on the reverse side of this card on each of the matters specified and in accordance with their\njudgment on any other matters which may properly come before the meeting or any adjournment or postponement thereof. In order to attend\nthe meeting, you must register at https://web.viewproxy.com/oragenics/2025 by 11:59 p.m. EDT on June 28, 2026. On the day of the\nAnnual Meeting of Shareholders, if you have properly registered, you may enter the meeting by clicking on the link you received via email\nin your registration confirmations. Further instructions on how to attend and vote at the Annual Meeting of Shareholders are contained\nin the Proxy Statement.\n\n \n\n▼PLEASE\nDETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.▼\n\n \n\n**This proxy, when properly executed, will be voted as directed. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3 AND FOR PROPOSAL 4.** ****\n\n \n\nSignature\n \n\n \n \n\nDate\n \n\n \n \n\nTitle\n \n\n \n \n\nSignature\n(Joint Owners)\n \n\n \n \n\nNOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person.\n\n ** **\n\nA-1\n\n \n\n \n\n**Important\nNotice Regarding the Availability of Proxy Materials for the**\n\n**2025\nAnnual Meeting of Shareholders to be held on June 29, 2026:**\n\n** **\n\n**The\n2025 Proxy Statement and 2025 Annual Report are available at**\n\n**https://web.viewproxy.com/oragenics/2025**\n\n** **\n\n**When\nproperly executed, your proxy card/voting instruction form will be voted in the manner you direct. If you do not specify your choices,\nyour shares will be voted along with the Board’s recommendations.**\n\n** **\n\n**The\nBoard of Directors recommends you vote FOR each of the nominees in Proposal 1:**\n\n** **\n\n**Please\nmark your votes like this ☒**\n\n** **\n\n**Proposal\n1.** Elections of Directors:\n\n \n\n**NOMINEES:**\n \n**FOR**\n \n**WITHHOLD**\n\n(1)\nCharles L. Pope\n \n☐\n \n☐\n\n(2)\nRobert C. Koski\n \n☐\n \n☐\n\n(3)\nDr. Frederick W. Telling\n \n☐\n \n☐\n\n(4)\nDr. Alan Dunton\n \n☐\n \n☐\n\n(5)\nJohn Gandolfo\n \n☐\n \n☐\n\n(6)\nNatasha Giordano\n \n☐\n \n☐\n\n \n\n**The\nBoard of Directors recommends you vote FOR Proposals 2, 3 and 4.**\n\n** **\n\n**Proposal\n2.** Advisory vote on executive compensation.\n\n \n\nFOR ☐\n \nAGAINST ☐\n \nABSTAIN ☐\n\n** **\n\n**Proposal\n3.** Approval of Reverse Stock Split Proposal.\n\n \n\nFOR ☐\n \nAGAINST ☐\n \nABSTAIN ☐\n\n** **\n\n**Proposal\n4.** Ratification of the selection of Cherry Bekaert LLP as the Company’s independent auditors for the year ending December 31,\n2026.\n\n \n\nFOR ☐\n \nAGAINST ☐\n \nABSTAIN ☐\n\n \n\nA-2\n\n \n\n** **\n\n**APPENDIX\nB**\n\n** **\n\n**ARTICLES\nOF AMENDMENT TO THE**\n\n**AMENDED\nAND RESTATED ARTICLES OF INCORPORATION**\n\n**ORAGENICS,\nINC.**\n\n** **\n\n(Document\nNumber P96000091949)\n\n \n\nOragenics,\nInc. (the “**Corporation**”), does hereby certify that the Corporation’s Articles of Incorporation originally filed\nwith the Florida Department of State on November 6, 1996, as amended and restated on May 8, 2002, as further amended by those certain\namendments filed October 28, 2009, September 22, 2010, August 30, 2011, June 2, 2014, January 10, 2017, May 8, 2017, November 8, 2017,\nDecember 5, 2017, December 29, 2017, January 16, 2018, June 22, 2018, July 13, 2018, February 25, 2022, January 11, 2023, July 21, 2023,\nDecember 4, 2023, December 14, 2023, March 14, 2025, May 27, 2025 and June 30, 2025 are hereby further amended pursuant to Section 607.1006\nof the Florida Business Corporation Act of the State of Florida.\n\n \n\nThe\nCorporation does hereby further certify that this amendment was duly adopted by the Corporation’s Board of Directors and by the\nshareholders of the Corporation in accordance with the applicable provisions of Section 607.0725 of the Florida Business Corporation\nAct of the State of Florida. The Corporation’s Board of Directors adopted this amendment on ______________, 2026 and recommended\nthat this amendment be adopted by the Corporation’s shareholders. This amendment was adopted by the shareholders on June 29, 2026\nand the number of votes cast for the amendment by the shareholders was sufficient for approval. This amendment shall become effective\non __________________, 2026 at 5:00 p.m. (the “**Effective Time**”).\n\n \n\nThe\nAmended and Restated Articles of Incorporation of the Corporation, as amended, are amended as follows:\n\n \n\nThe\nfirst paragraph of Article II of the Amended and Restated Articles of Incorporation, as amended, shall be deleted in its entirety and\nreplaced with the following:\n\n \n\n“*Capital\nStock:* The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 400,000,000\nshares, consisting of (i) 350,000,000 shares of common stock, par value $0.001 per share (“**Common Stock**”) and (ii)\n50,000,000 shares of preferred stock, no par value (“**Preferred Stock**”).”\n\n \n\nAt\nthe Effective Time, each [____] ([__]) shares of the Corporation’s common stock, par value $0.001 per share, issued immediately\nprior to the Effective Time (the “**Old Common Stock**”) (including the number of shares of common stock issuable upon\nexercise or conversion of all issued and outstanding, options, warrants and convertible securities of every kind, including all options,\nshares outstanding and authorized for issuance under the Corporation’s 2021 Equity Incentive Plan) will automatically and without\nany action on the part of the respective holders thereof, be combined and reclassified into one (1) share of common stock, par value\n$0.001 per share (the “**New Common Stock**”) (and such combination and conversion, the “Reverse Stock Split”).\nNotwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record\nof Old Common Stock in connection with the Reverse Stock Split and each fractional share resulting from the Reverse Stock Split shall\nbe automatically rounded up to the nearest whole number. Each stock certificate that, immediately prior to the Effective Time, represented\nshares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for\nexchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate\nshall have been reclassified, provided, however, that each holder of record of a certificate that represented shares of Old Common Stock\nshall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into\nwhich the shares of Old Common Stock represented by such certificate shall have been reclassified.\n\n \n\nThe\namendment to the Amended and Restated Articles of Incorporation does not adversely affect the rights or preferences of the holders of\noutstanding shares of any class or series. The remainder of the Amended and Restated Articles of Incorporation, as amended, shall remain\nunchanged and in full force and effect.\n\n \n\n**IN\nWITNESS WHEREOF**, the undersigned, the Chief Executive Officer of the Corporation, has executed these Articles of Amendment as of\n______, 2026.\n\n \n\n \n \n\nJanet Huffman,\nChief Executive Officer\n \n\n \n\nB-1"}