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OGEN on NYSE

ORAGENICS INC

ORAGENICS INC is an American pharmaceutical preparations company based in Tampa, active since 1996.2 Its shares trade on NYSE under the symbol OGEN.2

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Last updated Oct 21, 2026.

Overview

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  • TickerOGEN on NYSE2
  • IndustryPharmaceutical Preparations2
  • HeadquartersTampa, United States2
  • Incorporated inFL3
  • Business address9015 Town Center Parkway, Suite 143, Lakewood Ranch, Fl 342023
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300639MGD19K4ZW902
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O Catchur, Mark, Esq., 33602 Tampa, United States2
  • Registered withFlorida Division of Corporations, P960000919492

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Uses Thereof have been filed in the U.S. with the USPTO as utility patent applications.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2023

-55519.9%Operating margin6
-54858.1%Net margin6
-71.4%Revenue growth, 20236
-652.0%Return on equity7

Where the money goes

Where each dollar of revenue went, fiscal 2023

  • Research and development100¢$15.5M
  • Interest0¢$30.6K

Out of $37.7K in revenue.6 The company lost money this year.

Financial statements

Revenue896$37.7K in 2023−57% since 2021
0$50.0K$100.0K$150.0K2021: $87.0K$87.0K20212022: $131.5K$131.5K2022+51%2023: $37.7K$37.7K2023−71%
Operating income1011896-$20.9M in 2023+32% since 2019
-$30.0M-$20.0M-$10.0M02019: -$15.9M-$15.9M20192020: -$26.6M-$26.6M2020+68%2021: -$15.8M-$15.8M2021−41%2022: -$14.4M-$14.4M2022−9%2023: -$20.9M-$20.9M2023+45%
Net income1011896-$20.7M in 2023+33% since 2019
-$30.0M-$20.0M-$10.0M02019: -$15.6M-$15.6M20192020: -$26.4M-$26.4M2020+70%2021: -$15.7M-$15.7M2021−41%2022: -$14.3M-$14.3M2022−9%2023: -$20.7M-$20.7M2023+45%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Research and development$2.4M$4.1M
General and administrative$7.0M$6.4M
Total operating expenses$9.4M$10.6M
Loss from operations-$9.4M-$10.6M
Interest income$182.2K$45.9K
Interest expense-$785.9K-$29.8K
Foreign currency exchange, net-$13.2K-$25.2K
Total other income (expense), net-$616.9K-$9.1K
Loss before income taxes-$10.0M-$10.6M
Income tax benefit$136.9K
Net loss-$9.8M-$10.6M
Basic net loss per share-$4.56-$47.88
Diluted net loss per share-$4.56-$47.88
Weight average shares outstanding, basic2.2M shares220.7K shares
Weight average shares outstanding, diluted2.2M shares220.7K shares

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Corporate structure

ORAGENICS INC sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of ORAGENICS INC

  • ORAGENICS INC Tampa, Florida, United States
    • Oragenics Australia Pty Ltd Subsidiary · Australia

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What ORAGENICS INC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$4.4M7 Dec 31, 2025$864.8K7 Dec 31, 2024+408.7%
Marketable securities, current$4.0M7 Dec 31, 2025

Properties, in its own words

We lease office space located at 9015 Town Center Parkway, Suite 143, Lakewood Ranch, Florida, which serves as our principal executive offices. We believe that our current facilities are adequate for our present needs.

Item 2 of the 10-K filed Mar 16, 2026.5

Leadership

Who has led ORAGENICS INC, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Robert T. Zahradnik2006
  2. Ronald P. Evens2008
  3. Stanley Bruce Stein2008
  4. John N. Bonfiglio2011–2014
  5. Alan Joslyn2016–2021
  6. Kimberly M. Murphy2022–2023
  7. Janet Huffman2025–now

President

  1. Robert T. Zahradnik2006
  2. Ronald P. Evens2008
  3. Stanley Bruce Stein2008
  4. John N. Bonfiglio2011–2014
  5. Alan Joslyn2016–2021
  6. Kimberly M. Murphy2022–2023
  7. J. Michael Redmond2024

Chief financial officer

  1. Dorothy Jean Delfino2007–2008
  2. Brian John Bohunicky2009–2011
  3. Michael O'Keefe Sullivan2012–2022
  4. Janet Huffman2023–now

Chief operating officer

  1. Robert T. Zahradnik2009
2010201520202025
Board members and other officers (23)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Oragenics Australia Pty Ltd Australia4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 16, 20268-K Regulation FD disclosure; Other events45
  2. Aug 28, 20268-K Listing notice or transfer; Other events46
  3. Jul 6, 20268-K Entered a material agreement; Executive or director change; Shareholder vote47
  4. May 19, 20268-K Regulation FD disclosure; Other events48
  5. May 7, 20268-K Other events49
  6. Apr 13, 20268-K Other events50
  7. Mar 31, 20268-K Director nominations51
  8. Mar 11, 20268-K Other events52
  9. Jan 22, 20268-K Entered a material agreement53
  10. Jan 20, 20268-K Regulation FD disclosure54
  11. Dec 15, 2025New chief executive Janet Huffman becomes CEO14
  12. Dec 15, 20258-K Executive or director change55
  13. Nov 12, 20258-K Other events56
  14. Jun 24, 2022New chief executive Kimberly M. Murphy becomes CEO15
  15. Jun 8, 2016New chief executive Alan Joslyn becomes CEO16
  16. May 26, 2011New chief executive John N. Bonfiglio becomes CEO17
  17. Apr 14, 2008New chief executive Stanley Bruce Stein becomes CEO19
  18. Jan 29, 2008New chief executive Ronald P. Evens becomes CEO18
  19. Sep 11, 2006New chief executive Robert T. Zahradnik becomes CEO20
  20. Nov 6, 1996Founded ORAGENICS INC is founded2

Calendar

Coming up

  1. Nov 6, 2026Reports results for the quarter ending Sep/202657

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

285 filings to the SEC since October 2021: 6 annual reports, 18 quarterly reports, 106 major events, 70 insider forms, 7 large holders, 1 private raises, 77 other. The latest 20:

  1. Sep 16, 20268-K EDGAR
  2. Aug 28, 20268-K EDGAR
  3. Aug 13, 202610-Q EDGAR
  4. Jul 7, 20264 PRIMARY DOCUMENT EDGAR
  5. Jul 7, 20263 PRIMARY DOCUMENT EDGAR
  6. Jul 6, 20268-K EDGAR
  7. May 20, 2026DEFA14A EDGAR
  8. May 20, 2026DEF 14A EDGAR
  9. May 19, 20268-K EDGAR
  10. May 8, 2026PRE 14A EDGAR
  11. May 8, 202610-Q EDGAR
  12. May 7, 20268-K EDGAR
  13. Apr 13, 20268-K EDGAR
  14. Mar 31, 20268-K EDGAR
  15. Mar 20, 2026EFFECT EDGAR
  16. Mar 19, 2026CORRESP EDGAR
  17. Mar 19, 2026S-3/A EDGAR
  18. Mar 16, 202610-K EDGAR
  19. Mar 11, 20268-K EDGAR
  20. Jan 27, 2026UPLOAD EDGAR

The 285 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

29 open-market trades by officers, directors and large owners since October 2021: 11 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 12, 2025Telling FredDirectorSale210$0.94$197Form 4
Dec 12, 2025Telling FredDirectorSale210$0.94$197Form 4
Jun 18, 2025Odyssey Health, Inc.10% ownerSale5,044$4.26$21.5KForm 4
Jun 17, 2025Odyssey Health, Inc.10% ownerSale2,000$4.46$8.9KForm 4
Jun 16, 2025Odyssey Health, Inc.10% ownerSale5,000$4.45$22.2KForm 4
Jun 13, 2025Odyssey Health, Inc.10% ownerSale5,000$4.27$21.4KForm 4
Dec 6, 2024DUNTON ALAN WDirectorSale66$0.36$24Form 4
Dec 6, 2024Telling FredDirectorSale3,597$0.36$1.3KForm 4
Nov 30, 2023Telling FredDirectorSale3,500$3.57$12.5KForm 4
Dec 30, 2022KOSKI ROBERT CDirectorSale42,357$0.11$4.7KForm 4
Dec 29, 2022KOSKI ROBERT CDirectorSale36,648$0.11$4.0KForm 4
Dec 15, 2022KOSKI ROBERT CDirectorSale140,497$0.18$25.3KForm 4
Dec 14, 2022KOSKI ROBERT CDirectorSale25,000$0.18$4.5KForm 4
Dec 14, 2022KOSKI ROBERT CDirectorSale4,503$0.18$811Form 4
Dec 9, 2022KOSKI ROBERT CDirectorSale48,795$0.20$9.8KForm 4
Dec 8, 2022KOSKI ROBERT CDirectorSale13,036$0.20$2.6KForm 4
Nov 30, 2022KOSKI ROBERT CDirectorSale200,000$0.19$38.0KForm 4
Nov 29, 2022KOSKI ROBERT CDirectorSale200,000$0.19$38.0KForm 4
Jun 17, 2022Telling FredDirectorBuy10,084$0.29$2.9KForm 4
May 24, 2022Telling FredDirectorBuy78,673$0.29$22.8KForm 4

All 29 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Janet Huffman$285.8K$609.2K63
2025Joseph Redmond$198.0K63
2024Former President and Interim Principal Executive Officer$397.1K$464.1K63
2024Chief Financial OfficerChief Executive Officer$250.0K$363.7K63
2024Former ChiefExecutive Officer and President$53.8K$280.9K63

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 4, 2023Raised $850,000 in a private offering of equity Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Geode Capital Management, LLC23,685$13.8K0.0%−41,387
25 LLC23,160$13.4K0.0%New
Jane Street Group, LLC12,771$7.4K0.0%New
Tower Research Capital LLC (TRC)4,548$2.6K0.0%No change
St. Johns Investment Management Company, LLC1,924$1.1K0.0%+1,724
BlackRock, Inc.703$4080.0%No change
UBS Group AG642$3730.0%−4,563
Wells Fargo & Company/mn34$200.0%No change
Harbour Investments, Inc.34$200.0%No change
SBI Securities Co., Ltd.23$130.0%+12
Adkins Seale Capital Management LLC3$20.0%No change
Johnson Financial Group, Inc.1$10.0%No change
Bogart Wealth, LLC1$10.0%No change
Strategic Wealth Partners, Ltd.1$10.0%No change
Farther Finance Advisors, LLC1$10.0%No change
Keating Financial Advisory Services, Inc.1$10.0%No change
Fmr LLC0$00.0%No change
Royal Bank Of Canada2$00.0%+1

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How ORAGENICS INC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARORAGENICS INC1
  • CIK0001174940
  • Employer ID (EIN)59-34105225
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inFlorida5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address9015 Town Center Parkway, Suite 143, Lakewood Ranch, FL 342021
  • Phone81328679001
  • Shares outstanding4,511,957 as of Aug 12, 202613
  • Public float$3.1M as of Jun 30, 20255
  • AuditorCherry Bekaert LLP, Tampa, Florida PCAOB ID 677; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceOct 16, 20021
  • Filings1,144 in all: 8-K (337), 4 (317), 10-Q (57), 3 (35), SC 13D/A (27), CORRESP (25), DEF 14A (24), UPLOAD (23)1
    All 56 form types

    EFFECT (22), 424B5 (20), 10-K (18), 4/A (15), 424B3 (15), 10QSB (13), D (13), PRE 14A (12), S-8 (12), SC 13G/A (12), DEFA14A (11), POS AM (10), S-3 (10), S-1/A (9), SC 13G (9), SB-2/A (8), 10-K/A (7), S-1 (7), 5 (6), 8-K/A (6), 10KSB (5), 144 (5), DEF 14C (5), PRE 14C (5), SC 13D (5), CT ORDER (4), 10-Q/A (3), FWP (3), NT 10-K (3), 10KSB/A (2), 8-A12B (2), ARS (2), RW (2), S-3/A (2), SB-2 (2), SCHEDULE 13G (2), 10QSB/A (1), 25-NSE (1), 424B4 (1), 5/A (1), 8-A12G (1), CERTAMX (1), CERTNYS (1), DRS (1), DRSLTR (1), NT 10-Q (1), S-1MEF (1), S-3MEF (1)

  • Latest filingsAnnual report (10-K) Mar 16, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) May 20, 2026
    Latest 8-K (8-K) Sep 16, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock $0.001 par value per shareOGENNYSE

From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks ORAGENICS INC names in Item 1A of its 10-K filed Mar 16, 2026: 67 risks under these headings, as written.5

  • Risks Related to Our Business
  • We have incurred significant losses since our inception and expect to continue to experience losses for the foreseeable future and may not be able to continue as a going concern.
  • We will require additional capital to complete the development of ONP-002 and to operate our business, and we may not be able to obtain such capital on acceptable terms, or at all.
  • There is substantial doubt regarding our ability to continue as a going concern, absent additional capital beyond our current operating horizon.
  • The Certificate of Designation for our Series H Convertible Preferred Stock (the “Series H Preferred Stock”) contains anti-dilution provisions that may result in the reduction of the Conversion Price for the Series H Preferred Stock in the future. This feature may result in an indeterminate number of shares of Common Stock being issued upon conversion.
  • We will need to raise additional capital in the future to complete the development and commercialization of our product candidates and operate our business.
  • The market price of our Common Stock may never exceed the Conversion Price of the Series H Preferred Stock.
  • The issuance of additional equity securities by us in the future would result in dilution to our existing common shareholders.
  • Future sales of our Common Stock in the public market could cause our stock price to fall.
  • We have limited concussion and neurology-specific research, development, manufacturing, testing, regulatory, commercialization, sales, distribution, and marketing experience, and we may need to invest significant financial and management resources to establish these capabilities. Despite such investments and our best efforts, our strategic acquisition of the ONP-002 and ONP-001 neurology drug assets may turn out to be unsuccessful.
  • Our success with regard to the Neurology Assets depends on the viability of our business strategy with regard to those assets, which is unproven and may be unfeasible.
  • There are substantial inherent risks in attempting to commercialize newly developed products, and, as a result, we may not be able to successfully develop any products.
The other 56 risks
  • With limited resources we have paused our other product candidate research and development and now rely on the progress and success of ONP-002.
  • We will need to achieve commercial acceptance of our products, if cleared or approved, to generate revenues and achieve profitability.
  • The product candidates included in the Neurology Assets are still in development and we have not obtained authorization from any regulatory agency to commercially distribute such products in any country, and we may never obtain such authorizations.
  • Our concussion drug product candidate is at the Phase 2 clinical stage and has not been approved for sale. We have not conducted substantial research and development for a concussion product candidate, and we may be unable to produce a concussion drug that successfully treats mild traumatic brain injury in a timely and economical manner, if at all.
  • We are, and will continue to be, dependent in significant part on outside scientists and third-party research institutions for our research and development in order to be able to commercialize our product candidates.
  • The third-party vendors upon whom we rely for the supply of ONP-002 are our sole source of supply, and the loss of these suppliers could significantly harm our business.
  • The market opportunities for our concussion drug product candidate may be smaller than we believe them to be, or alternative drugs or technologies may be adopted, before our concussion drug achieve regulatory approval.
  • If we are unable to successfully develop our product candidates, our operating results and competitive position could be harmed. Research and development involve a lengthy and complex process, and we may not be successful in our efforts to develop and commercialize our product candidates. The further development and ultimate commercialization of our Neurology Assets, as well as our other product candidates, are keys to our strategy.
  • If we are successful in producing a treatment for mTBI (concussion), we may need to devote significant resources to its scale-up and development, including for use by the U.S. government or other foreign authorities. Moreover, government involvement may limit the commercial success of our concussion product candidate.
  • Our product candidates, if approved, will face significant competition and our failure to compete effectively may prevent us from achieving significant market penetration.
  • Many of our competitors have significantly greater resources and experience, which may negatively impact our commercial opportunities.
  • We may choose not to continue developing or commercializing any of our product candidates at any time during development or after approval, which would reduce or eliminate our potential return on investment for those product candidates.
  • If any of our product candidates are shown to be ineffective or harmful in humans, we will be unable to generate revenues from these product candidates.
  • We intend to seek licensing partners to cover a portion of the costs associated with obtaining regulatory approval for, and manufacturing and marketing of, our product candidates. If we are unable to obtain agreements with third parties to fund these costs, we will have to fund such costs ourselves or we may be unable to extract any value from these technologies.
  • We are heavily dependent upon the ability and expertise of our management team and a very limited number of employees, and the loss of such individuals could have a material adverse effect on our business, operating results or financial condition.
  • We need to hire and retain additional qualified scientists and other highly skilled personnel to maintain and grow our business.
  • We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.
  • We may face product liability exposure, and if successful claims are brought against us, we may incur substantial liability if our insurance coverage for those claims is inadequate.
  • We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited, each of which could harm our business.
  • If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
  • Risks Related to Our Intellectual Property and Data Security and Privacy
  • Our limited resources and decision to pause the development of our COVID-19 vaccine candidate to focus on the development of ONP-002 may result in our breach of certain contracts.
  • We may be subject to claims challenging the inventorship of our patents and other intellectual property.
  • Changes in patent law or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
  • If we are unable to protect our trademarks or other intellectual property from infringement, our business prospects may be harmed.
  • We may not be able to protect our intellectual property rights throughout the world.
  • If we are sued for infringing intellectual property rights of third parties, it will be costly and time-consuming and an unfavorable outcome in that litigation could have a material adverse effect on our business.
  • We may become involved in lawsuits to protect or enforce our patents or other intellectual property or the patents of our licensors, which could be expensive and time consuming.
  • If our intellectual property rights do not adequately protect our products or product candidates, or if third parties claim we are infringing their intellectual property rights, others could compete against us more directly or we could be subject to significant litigation. Such results could prevent us from marketing our products or product candidates and hurt our profitability.
  • Our business and operations would suffer in the event of cybersecurity/information systems risk.
  • Security breaches and other disruptions to our information technology systems or those of the vendors on whom we rely on could compromise our information and expose us to liability, reputational damage, or other costs.
  • We may incur costs of addressing a cybersecurity incident.
  • Risks Related to Government Regulations
  • Our product candidates are subject to substantial government regulation, including the regulation of nonclinical testing and clinical trials. If we are unable to obtain regulatory approval for our product candidates, we will be unable to generate revenues.
  • Clinical trials conducted outside of the United States, present additional risks.
  • We may be unable to obtain regulatory approval for our concussion candidate, or other early-stage product candidates under applicable regulatory requirements. The FDA and foreign regulatory bodies have substantial discretion in the approval process, including the ability to delay, limit or deny approval of product candidates. The delay, limitation or denial of any regulatory approval would adversely impact commercialization, our potential to generate revenue, our business and our operating results.
  • Delays or difficulties in the enrollment of patients in clinical trials may result in additional costs and delays in our ability to generate significant revenues and may delay or prevent our receipt of any regulatory approvals necessary to commercialize our planned and future products.
  • Any product candidates that we commercialize will be subject to ongoing and continued regulatory review.
  • Our product candidates may cause serious or undesirable side effects or possess other unexpected properties that could delay or prevent their regulatory approval, limit the commercial profile of approved labeling or result in post-approval regulatory action.
  • We may also be subject to healthcare laws, regulation and enforcement and our failure to comply with those laws could adversely affect our business, operations and financial condition.
  • Our employees, independent contractors, principal investigators, consultants, vendors and CROs may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Even if our current product candidates or any future product candidates obtain regulatory approval, they may fail to achieve the broad degree of health care payers, physician and patient adoption and use necessary for commercial success.
  • If we are unable to achieve and maintain coverage and adequate levels of reimbursement for any of our product candidates for which we receive regulatory approval, or any future products we may seek to commercialize, their commercial success may be severely hindered.
  • Risks Related to Our Common Stock
  • We cannot assure you that we will continue to be listed on the NYSE American.
  • Our financial results could vary significantly from quarter to quarter and are difficult to predict.
  • The conversion of our Series F and Series H Preferred Stock, and the exercise of currently outstanding warrants could result in significant dilution to the holders of our common stock.
  • Certain provisions of our articles of incorporation, bylaws, executive employment agreements and stock option plan may prevent a change of control of our company that a shareholder may consider favorable.
  • The market price of our common stock has been, and may continue to be volatile and fluctuate significantly, which could result in substantial losses for shareholders.
  • We may be subject to securities litigation, which is expensive and could divert management attention.
  • Future sales or issuances of our common stock in the public markets, or the perception of such sales, could depress the trading price of our common stock.
  • The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified members for our Board of Directors.
  • If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud which could subject us to regulatory sanctions, harm our business and operating results and cause the trading price of our stock to decline.
  • We will continue to incur significant costs as a result of and devote substantial management time to operating as a public company listed on the NYSE American.
  • If securities or industry analysts publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • We may issue debt or debt securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.
  • We are a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies, our common stock may be less attractive to investors.
  • We do not intend to pay cash dividends.

Legal proceedings

On December 7, 2022, the Company entered into an investment-banking engagement letter with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), which was subsequently amended several times (collectively, the “Engagement Letter”). The Company terminated the Engagement Letter effective August 15, 2023. Following the termination, Ladenburg asserted that it was entitled to a fee in connection with the Company’s purchase of assets from Odyssey Health, Inc., and issued an invoice for $2,500,000 to the Company. The Company disputed that no such fee is owed. Related proceedings were also filed in the United States District Court for the Southern District of Florida. On October 16, 2025, the Company and Ladenburg executed a Settlement Agreement (the “Settlement Agreement”) resolving all claims between the parties. Under the terms of the Settlement Agreement, the Company agreed to pay $700,000, which was wired on October 17, 2025, in full satisfaction of the matter.

The opening of Item 3, Legal Proceedings.5

Sources

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