--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-22-035730" form_type: "8-K" ticker: "OGEN" cik: "0001174940" company_name: "ORAGENICS INC" filed_at: "2022-12-16T23:59:59+00:00" generated_at: "2026-06-21T03:10:28.113888+00:00" event_type: "leadership" sentiment: "negative" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Oragenics CFO resigns; CEO assumes interim role; shareholders reject authorized share increase ## Summary - Michael Sullivan resigned as CFO, Secretary, and Treasurer effective December 14, 2022. - CEO Kimberly Murphy appointed as Interim CFO, Secretary, and Treasurer effective December 15, 2022. - Sullivan will remain as consultant from December 15, 2022 through January 31, 2023 for transition. - At 2021 Annual Meeting on December 16, 2022, all five director nominees were re-elected. - Proposal to increase authorized common shares from 250M to 350M failed; 34.8M for, 9.0M against, 0.8M abstain. ## SEC filing metadata - accession: 0001493152-22-035730 - form_type: 8-K - ticker: OGEN - cik: 0001174940 - company_name: ORAGENICS INC - filed_at: 2022-12-16T23:59:59+00:00 - event_type: leadership - sentiment: negative - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-22-035730 - JSON: https://secwatch.observer/filing/0001493152-22-035730.json - Plain text: https://secwatch.observer/filing/0001493152-22-035730.txt ## Key facts - Executive change Kimberly Murphy was appointed as Interim Chief Financial Officer, Secretary and Treasurer at ORAGENICS INC. - Action: appointed - Role: Interim Chief Financial Officer, Secretary and Treasurer source text: Effective December 15, 2022, Ms. Kimberly Murphy, the Company’s President and Chief Executive Officer, was appointed Interim Chief Financial Officer, Secretary and Treasurer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm - Executive change Michael Sullivan resigned as Chief Financial Officer, Secretary and Treasurer at ORAGENICS INC. - Action: resigned - Role: Chief Financial Officer, Secretary and Treasurer source text: Michael Sullivan’s resignation as Chief Financial Officer, Secretary and Treasurer of the Company, to be effective December 14, 2022 evidence_url: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm - Shareholder Votes ORAGENICS INC shareholders approved Election of Directors at the 2022-12-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-12-16 source text: PROPOSAL I: Election of Directors. Ms. Kim Murphy, Dr. Frederick Telling, Mr. Robert Koski, Mr. Charles Pope and Dr. Alan Dunton were each re-elected as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes were as follows: For Withheld Broker Non-Votes Kim Murphy 22,475,527 1,632,823 20,557,696 Dr. Frederick Telling 20,922,955 3,185,395 20,557,696 Robert Koski 22,435,114 1,673,236 20,557,696 Charles Pope 22,046,998 2,061,352 20,557,696 Dr. Alan Dunton 22,239,159 1,869,191 20,557,696 evidence_url: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm - Shareholder Votes ORAGENICS INC shareholders rejected To approve the adoption of an amendment to our Amended and Restated Articles of Incorporation which will increase the number of authorized shares of our Common Stock from 250,000,000 shares of Common Stock to 350,000,000 shares of Common Stock at the 2022-12-16 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2022-12-16 source text: PROPOSAL III: To approve the adoption of an amendment to our Amended and Restated Articles of Incorporation which will increase the number of authorized shares of our Common Stock from 250,000,000 shares of Common Stock to 350,000,000 shares of Common Stock. The votes were as follows: FOR 34,818,848 AGAINST 9,032,041 ABSTAIN 815,157 evidence_url: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm - Shareholder Votes ORAGENICS INC shareholders approved Ratification of the selection of Mayer Hoffman McCann P.C. as the Company's independent auditors for the year ending December 31, 2022 at the 2022-12-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-12-16 source text: PROPOSAL IV: Ratification of the selection of Mayer Hoffman McCann P.C. as the Company's independent auditors for the year ending December 31, 2022. The votes were as follows: FOR 41,807,116 AGAINST 1,929,362 ABSTAIN 929,568 evidence_url: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm - Shareholder Votes ORAGENICS INC shareholders approved To conduct a non-binding advisory vote on executive compensation at the 2022-12-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-16 source text: PROPOSAL II: To conduct a non-binding advisory vote on executive compensation. The votes were as follows: FOR 18,984,656 AGAINST 4,363,215 ABSTAIN 760,479 BROKER NON-VOTES 20,557,696 evidence_url: https://www.sec.gov/Archives/edgar/data/1174940/000149315222035730/0001493152-22-035730-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.