“FOR”PROPOSAL VI the nominees listed in Proposal I below;

Recommendation of the Board of Directors

The Board unanimously recommends that you vote your shares:

Voting

All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting of Shareholders, and not revoked, will be voted at the annual meeting in accordance with the instructions indicated. If you submit a proxy and do not make voting selections, the shares represented by that proxy will be voted as recommended by the Board. If any other matters are properly presented for consideration at the Annual Meeting of Shareholders, including, among other things, consideration of a motion to adjourn the annual meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxies and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. To the extent permitted by Rule14a-4(c) of the Securities and Exchange Commission, the persons named as proxies on the proxy cards will have discretionary authority to vote in their judgment on any proposals properly presented by shareholders for consideration at the Annual Meeting of Shareholders that were not submitted to the Company within a reasonable time prior to the mailing of these proxy materials. At the time this proxy statement was mailed, we were unaware of any matters proposed to be acted on at the Annual Meeting of Shareholders other than those discussed in this proxy statement.

Shareholdersofrecord — If your shares are registered directly in your name with Oragenics’ transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the shareholder of record, and the proxy materials and Annual Report have been sent directly to you. As a shareholder of record, you may instruct the proxy holders how to vote your shares by completing, signing, dating and returning the proxy card in the postagepre-paid envelope provided. Proxy cards submitted by mail must be received by the time of the Annual Meeting of Shareholders in order for your shares to be voted. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board.

If you attend the Annual Meeting of Shareholders, you may also submit your vote in person, and any previous votes that you submitted, will be superseded by the vote that you cast at the Annual Meeting.Meeting of Shareholders. If you plan to attend the annual meeting,Meeting of Shareholders, please bring proof of identification for entrance to the annual meeting.Annual Meeting of Shareholders.

Beneficialowners — Many Oragenics shareholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Annual Meeting of Shareholders proxy materials have been forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the shareholder of record. As a beneficial owner, you have the right to direct your broker, trustee or other nominee on how to vote your shares, and you will receive instructions from them that you must follow in order to have your shares voted. The instructions from your broker, bank or other nominee will indicate if Internet and telephone voting are available, and if they are available, will provide details regarding Internet and telephone voting.

Because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting of Shareholders unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.Meeting of Shareholders.

Changing Vote; Revocability of Proxies

Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.Meeting of Shareholders.

Shareholdersofrecord — If you are a shareholder of record, you may change your vote (1) by delivering to us (Attention: Corporate Secretary, 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634), prior to your shares being voted at the Annual Meeting of Shareholders, a later dated written notice of revocation or a duly executed proxy card, or (2) by attending the Annual Meeting of Shareholders and voting in person (although attendance at the Annual Meeting of Shareholders will not, by itself, revoke a proxy). A shareholder of record that has voted on the Internet or by telephone may also change his or her vote by subsequently making a timely and valid later Internet or telephone vote.

Beneficialowners — If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or nominee, or (2) if you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting of Shareholders and voting in person.

Effect of Not Casting Your Vote

Shareholdersofrecord — 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 the items of business at the Annual Meeting.Meeting of Shareholders.

Beneficialowners — 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 of directorsDirectors (Proposal I) and; to conduct ana non-binding advisory vote on executive compensation (Proposal II); and for the increase in the shares available under approval of the Company’s 2021 Equity Incentive Plan (Proposal IV)V) since those are considerednon-routine proposals under applicable NYSE MKTAmerican LLC (“NYSE American”) rules. Under the rules, of the NYSE MKT LLC, if you do not instruct your broker, bank or other nominee in a timely fashion how to vote your shares(so-called (so-called “brokernon-votes”) the broker or nominee can vote your shares as it sees fit only on matters that are determined to be routine, and not on any other proposal. The proposal for the approval of the adoption of an amendment to Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 200 million to 250 million (Proposal IV) and the ratification of the auditors (Proposal III) isVI) are considered to be a routine proposalproposals under NYSE MKTAmerican rules and your nominee can vote on such proposalsproposal even if it does not receive voting instructions from you. However, your nominee cannot vote on Proposal I, Proposal II, Proposal III or Proposal IVV without your voting instructions. Please be sure to give specific voting instructions so that your vote can be counted.

Expenses of Solicitation

We will bear the entire cost of proxy solicitation, including preparation, assembly, printing and mailing of the Proxy Materials, the Notice, and any additional materials furnished to shareholders. Copies of proxy solicitation material will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names which are beneficially owned by others to forward to such beneficial owners. In addition, we may reimburse such persons for their cost of forwarding the solicitation material to such beneficial owners. We have retained Alliance Advisors to assist in the distribution of proxy materials and the solicitation of votes by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations for the Annual Meeting for a fee of $12,500, plus additional fees based on the amount and types of services rendered and reimbursement of reasonable expenses, including the costs of gift incentives they may provide to shareholders for voting. If you have any questions or need assistance in voting your proxy, please contact Alliance Advisors at the number or email address listed below:

Alliance Advisors, 200 Broadacres Drive, 3rd Fl., Bloomfield, NJ 07003

Telephone: Toll Free: 1-855-723-7816 and Outside North America: 1-973-873-7700

Email: OGEN@allianceadvisorsllc.com

Solicitation of proxies by mail may also be supplemented by one or more of telephone, email, telegram, facsimile, or personal solicitation by our directors,Directors, officers, or regular employees. No additional compensation will be paid for such services.

Shareholder Proposals to Be Presented at Next Annual Meeting of Shareholders

RequirementsforshareholderproposalstobeconsideredforinclusioninOragenics’proxymaterials. Shareholders interested in submitting a proper proposal for inclusion in the proxy materials for our next annual meeting may do so by submitting such proposal in writing to our offices located at 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634, Attn: Corporate Secretary. To be eligible for inclusion, stockholdershareholder proposals must be received by us not less than 120 days before the one year anniversary on which Oragenics’ first mailed its proxy statement to shareholders in connection with the previous year’s annual meeting of shareholders, which will be November 29, 2017January 24, 2022 for the next annual meeting, and must otherwise comply with the requirements ofRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, however, that in the event that the date of the annual meeting has been changed more than 30 days from the one year anniversary of the date of the previous year’s meeting, then the deadline for receipt of notice by the shareholder is within a reasonable time before the Company begins to print and send its proxy materials in order to be eligible for inclusion in the Company’s Proxy Statement and Proxy relating to that meeting.

RequirementsforshareholderbusinessornominationstobebroughtbeforeOragenics’annualmeetings. Our bylaws do not establish an advance notice procedure for shareholders who wish to present certain matters, including nominations of persons for election to the Board and shareholder proposals not included in our proxy statement, to be brought before an annual meeting of shareholders. Shareholder proposals, including the nomination of a person for election to the Board, brought before the meeting should consider including, among other things: information as follows: (i) a description of the business desired to be brought before the meeting and the reasons for conducting the business at the meeting, (ii) the name and address, as they appear on the Company’s books, of the shareholder submitting the proposal, (iii) the number of shares that are beneficially owned by such shareholder, (iv) the dates on which the shareholder acquired the shares, (v) documentary support for any claim of beneficial ownership, (vi) any material interest of the shareholder in the proposal, (vii) a statement in support of the proposal, and (viii) any other information that may be required by applicable rules and regulations of the Commission.

Shareholders may also submit a recommendation (as opposed to a formal nomination) for a candidate for membership on our Board by following the procedures set forth in “Corporate Governance —Meetings of the Board of Directors — Shareholder Recommendation of Nominees.”

Delivery of Proxy Materials to Shareholders

If you share an address with another shareholder, each shareholder may not receive a separate copy of the Notice or Proxy Materials. Shareholders may request to receive a separate copy of the Notice or Proxy Materials, by writing to Oragenics, Inc., 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634, Attention: Corporate Secretary or calling813-286-7900. Alternatively, shareholders who share an address and receive multiple copies of the Notice or Proxy Materials may request to receive a single copy by following the same instructions.

You may also request additional copies from our proxy solicitor, Alliance Advisors, 200 Broadacres Drive, 3rd Fl., Bloomfield, NJ 07003, Telephone: Toll Free: 1-855-723-7816 and Outside North America: 1-973-873-7700, Email: OGEN@allianceadvisorsllc.com.

PROPOSAL I

ELECTION OF DIRECTORS

Nominees

The Board of Directors currently is comprised of five Board members including Dr. Frederick W. Telling, Robert C. Koski, Charles L. Pope, Dr. Alan Dunton and Dr. Alan Joslyn.Kimberly M. Murphy. All of our existing Directors are nominated forre-election at the Annual Meeting.Meeting of Shareholders. If elected, each of the Directors will hold office until the next annual meeting of shareholders and until their successor is elected and qualified, or as otherwise provided by the Company’s Bylaws or by Florida law.

If any of the nominees should be unavailable to serve for any reason, the Board of Directors may:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH DIRECTOR NOMINEE.NOMINEE.

If a choice is specified on the Proxy by the shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted FOR the Director nominees. Election of each Director nominee will require the affirmative vote of a plurality of the votes cast by shares of Common Stock represented and entitled to vote at the Annual Meeting.Meeting of Shareholders.

Information About Nominees

Information about each nominee as of March 29, 2017November 22, 2021 is set forth below:

Directors of the Company

Dr. Frederick W.Telling. Dr. Telling was elected Chairman of the Board of Directors on February 4, 2011. He2011 and was appointed as Executive Chairman on May 2, 2021 following the resignation of Dr. Joslyn, the Company’s former President and Chief Executive Officer. Dr. Telling has served as a Director since June 2010. Dr. Telling retired from Pfizer Inc. in June 2007 after 30 years of service. At Pfizer Dr. Telling served as its Corporate Vice President and Vice President of Corporate Strategic Planning and Policy. Dr. Telling also serves as a director, the Chair of the Compensation Committee and a member of the Audit Committee at CTI BioPharma, Inc. (NASDAQ: CTIC), a public company based in Seattle, Washington. Dr. Telling also serves on the boards of various civic andnon-profit organizations. Dr. Telling holds a B.A. degree in History and Economics from Hamilton College and a MA degree in Industrial and Labor Relations and a PhD in Economics and Public Policy from Cornell University.

Dr. Telling brings to our Board an extensive array of business and industry experience as well as experience as a director of public companies.

AlanF.Joslyn,Ph.D. Dr. Joslyn has served as a Director of our company since June 2016. Since 2009 he has served as Board member of Synergy Pharmaceuticals (NASDAQ: SGYP). Since 2014, Dr. Joslyn has been a partner in Lazarus Pharmaceuticals, LL. From March 2010 to April 2014, Dr. Joslyn served as CEO and a Director of Sentinella Pharmaceuticals and from August 2009 to October 2012 as CEO and Director of Edusa Pharmaceuticals, both privately held biotechnology companies. From March 2007 to March 2009, Dr. Joslyn served as President and Chief Executive Officer of Mt. Cook Pharma and as Senior Vice President of Research & Development at Penwest Pharmaceuticals from 2004 to 2007. From 1995 to 2004, Dr. Joslyn held a number of leadership positions within Johnson & Johnson focusing on development of gastroenterology products including Propulsid^®, Motilium^®, Aciphex^® and prucalopride. Dr. Joslyn received his B.S. in medicinal chemistry, B.A. in biology and Ph.D. in biochemical pharmacology from the State University of New York at Buffalo.

Dr. Joslyn brings to our Board over two decades of experience in the pharmaceutical industry and extensive expertise in gastroenterology and infectious disease product development.

RobertC.Koski. Mr. Koski has served as a Director since June 2009. Mr. Koski has practiced as an attorney with the Koski Firm, a sole proprietorship located in Atlanta, Georgia since 1992, where his practice includes litigation and tax law. Mr. Koski has also served as a partner in the Koski Family Limited Partnership, which beneficially owns a controllingan interest in the Company, and as a director of the Koski Family Foundation since December 1996. Mr. Koski holds a B.A. degree in Philosophy and English from Colgate University, a JD from Emory School of Law and an LLM degree in Taxation and Litigation from Emory University.

Mr. Koski brings to our Board over two decades of experience in the legal field as a practicing attorney. In addition to his legal experience, Mr. Koski’s educational background provides a foundation for leadership and consensus-building.

CharlesL.Pope. Mr. Pope has served as a Director since June 2010. Mr. Pope served as the Chief Financial Officer of Palm Bancorp, Inc. from June 2009 to June 2012. From September 2007 through June 2009, Mr. Pope served as the Chief Financial Officer of Aerosonic Inc., a manufacturer of aviation products. Mr. Pope served as the Chief Financial Officer of Reptron Inc., a manufacturer of electronic products, from March 2005 through June 2007. From March 2002 to March 2005, Mr. Pope served as Chief Financial Officer of SRI/Surgical Express, Inc. From February 2001 to March 2002, Mr. Pope served as Chief Financial Officer of Innovaro, Inc. (formerly UTEK Corporation NYSE MKT:AMERICAN: INV) a public company. Mr. Pope served as a director of Innovaro, Inc. from March 2010 to August 2012. He isMr. Pope also served as a directorDirector of Inuvo, Inc. (NYSE MKT: INV), a public company, specialized in marketing browser – based consumer applications, managing networks of website publishers and operating specialty websites.from July 2008 through July 2018. Prior to this time, Mr. Pope served as a Partner in the Audit and Financial Advisory Consulting Divisions of PricewaterhouseCoopers LLP, and he was also a Partner in the Accounting and SEC Directorate in PricewaterhouseCoopers LLP’s New York City office. Mr. Pope holds a B.S. degree in Economics and Accounting from Auburn University and is a Certified Public Accountant in Florida.

Mr. Pope brings to our Board over three decades of experience in the finance and accounting fields. In addition, Mr. Pope also has experience serving as a directorDirector of public companies.

Dr. Alan W. Dunton.  Alan W.Dunton.Dr. Dunton has served as a Director of Oragenics, Inc. since April 2011. Dr. DuntonHe is the Senior Vice President of Research and Development of Purdue Pharma L.P., a privately-held pharmaceutical company headquartered in Stamford, Connecticut. Dr. Dunton was the principal owner of Danerius, LLC, a biotechnology consulting company which he founded in 2006 until 2015.2006. In addition to Oragenics, he is currently a Director of the public biotechnology company, Palatin, Inc. (AMEX: PTN), CorMedix (NASDAQ: CRMD) and Regeneus (ASX: RGS). Dr. Dunton is also a member of the Board of Members or Directors of Cytogel Pharma, a privately-held firm in Darien, Connecticut. He previously served as a Director of Sancilio and Company, MediciNova and Targacept, Inc. Dr. Dunton is also a member of the Board of Director of CorMedix, Inc. (CRMD), a publicly traded biotechnology company in Berkeley Heights, New Jersey since March 2019. Dr. Dunton has held significant senior positions in major pharmaceutical companies. Most recent was from November 2015 through March 2018 as the Senior Vice President of Research, Development and Regulatory Affairs of Purdue Pharma L.P., a private pharmaceutical company. From January 2007 until March 2009, Dr. Dunton served as President and Chief Executive Officer of Panacos Pharmaceuticals, Inc. He was thenon-Executive Chairman and Director of EpiCept, Inc. (OTC MKTS: EPCT) a public biotechnology company developing products for cancer, pain and inflammatory conditions. In addition to Oragenics, he is currently a Director of the public biotechnology company, and Palatin, Inc. (AMEX: PTN). He previously served as a Director of Sancilio and Company, MediciNova and Targacept, Inc. In 2005, Dr. Dunton served as theNon-Executive Chairman of the boardBoard of directorsDirectors of ActivBiotics, Inc., a privately heldprivate biopharmaceutical company. Previously, he was the President and Chief Executive Officer of Metaphore Pharmaceuticals, Inc. from 2003 until 2006, when it merged with ActivBiotics. From 2004 until

2005, Dr. Dunton served as a member of the board of directors of Vicuron Pharmaceuticals until it was acquired by Pfizer, Inc. In 2002, Dr. Dunton served as President, Chief Operating Officer and a director of Emisphere Technologies, Inc., a biopharmaceutical company. From 1994 to 2001, Dr. Dunton was a senior executive in various capacities in the Pharmaceuticals Group of Johnson & Johnson. From 1999 to 2001, Dr. Dunton was President and Managing Director of The Janssen Research Foundation, a Johnson & Johnson company. From 1998 to 1999, he served as Group Vice President of Global Clinical Research and Development of Janssen. Prior to joining Janssen, Dr. Dunton was Vice President of Global Clinical Research and Development at the R.W. Johnson Pharmaceutical Research Institute, also a Johnson & Johnson company. Prior to joining Johnson & Johnson, Dr. Dunton held positions in clinical research and development at Syntex Corporation, CIBA-GEIGY Corporation and Hoffmann La Roche Inc. Dr. Dunton holds a MD degree from New York University School of Medicine, where he completed his residency in internal medicine. He also was a Fellow in Clinical Pharmacology at the New York Hospital/Cornell University Medical Center.

Dr. Dunton brings to our Board a significant depth of experience in the pharmaceutical industry that will be invaluable to the Company as we continue to develop our biotechnology assets.

Kimberly M. Murphy. Ms. Murphy has served as a director since May 2020. Before joining the Company, Ms. Murphy served as Vice President of the Influenza Franchise and Global Vaccine Commercialization Leader at GlaxoSmithKline plc (NYSE: GSK) (“GSK”), where she led the global influenza vaccines business, global pandemic preparedness across vaccines and antivirals, lifecycle management, business development, and global P&L management. Ms. Murphy currently serves as a director for Blue Water Acquisition Corp. (NASDAQ: BLUW). Ms. Murphy also served as Vice President and Global Marketing Head for the shingles vaccine, SHINGRIX. From June 2014 to May 2015, Ms. Murphy was Vice President and Lead for the North America Vaccines Integration Planning Team, responsible for the integration planning of GSK’s acquisition of Novartis AG’s vaccine division. From October 2012 to June 2014, Ms. Murphy served as Vice President of U.S. Vaccines Customer Strategy and from March 2011 to October 2012, she served as the Senior Director of U.S. Influenza Portfolio Strategy. Prior to joining GSK in March 2011, Ms. Murphy worked for Novartis Vaccines and Diagnostics Inc., a division of Novartis AG (NYSE: NVS), as the head of the U.S. Meningococcal Franchise. Before working for Novartis, Ms. Murphy enjoyed a distinguished career at Merck & Co., Inc. (NYSE: MRK). Ms. Murphy has previously served in board and advisory roles for a privately-held vaccine development company, the Biotechnology Industry Organization, the Biodefense Advisory Council, and the Saint Joseph’s University Pharmaceutical & Healthcare Marketing MBA Program. Ms. Murphy holds a B.A. degree in English from Old Dominion University and a M.B.A. degree in Marketing from Saint Joseph’s University. Ms. Murphy has also completed the Marketing Excellence Program at the Wharton School of the University of Pennsylvania.

Ms. Murphy brings to the Company’s Board a wealth of experience in the commercialization and marketing of development-stage vaccine candidates, particularly those created by public companies. Ms. Murphy’s skill will be vital to the Company’s development of a vaccine candidate for SARS-CoV-2.

See “Corporate Governance” below for additional information regarding the Board.

PROPOSAL II

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Summary

At our 2013 Annual Meeting of Shareholders, asSummary

As provided in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and as required by Section 14A of the Securities Exchange Act, of 1934, as amended, we provided our shareholders the opportunity to advise our Compensation Committee and Board of Directors regarding the compensation of our named executive officers as described in our proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“say on pay”). Our shareholders also were asked to indicate how frequently we should seek a “say on pay” advisory vote. The shareholders were able to indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years. At the 2013 Meeting, 98.7%In 2019, our shareholders voted in favor of shareholders voting or who abstained from voting endorsed our Board’s recommendation thatholding the advisory “sayvotes on pay” vote be heldexecutive compensation every year.year, and the Company adopted this standard. Therefore, we are providingprovide our shareholders the opportunity to advise our Compensation Committee and Board of Directors regarding the compensation of our named executive officers as described in this Proxy Statement.

As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation programs are designed to attract and retain highly qualified leadership personnel, providing them attractive long-term career opportunities. Our compensation philosophy is to provide executives with a competitive total compensation package which motivates superior job performance, the achievement of our business objectives, and the enhancement of shareholder value. Rather than basing compensation on a series of specific performance objectives, we encourage initiative, teamwork and innovation, and each executive is enabled to use his or her abilities and particular area of responsibility to strengthen our overall performance. Please read the “Compensation Discussion and Analysis” of this Proxy Statement for a detailed description and analysis of our executive compensation programs, including information about the fiscal year 20162020 compensation of our named executive officers.

It is the philosophy of the Board of Directors to align the interests of our executive officers and shareholders by integrating the executives’ compensation opportunities with our long-term corporate strategic and financial objectives. Our general approach to compensating executive officers is to pay cash salaries which generally are competitive within ranges of salaries paid to executives of other healthcare companies, particularly those of similar size and those in our geographic areas.stage of development. Our compensation committee sets overall compensation at a level it believes to be fair, based upon a subjective analysis of the individual executive’s experience and past and potential contributions to us.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a“say-on-pay” “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. We will ask our shareholders to vote “FOR”“FOR” the following resolution at the Meeting.Annual Meeting of Shareholders.

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in the Company’s 20162020 Proxy Statement.”

Thissay-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider the outcome of the vote when making future executive compensation decisions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

APPROVAL OF PROPOSAL II, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

PROPOSAL III
APPROVAL TO AMEND THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF ORAGENICS, INC. TO PROVIDE FOR A REDUCED
QUORUM REQUIREMENT OF ONE-THIRD (1/3) OF SHARES ENTITLED TO BE CAST

RATIFICATION OF THE SELECTION OF MAYER HOFFMAN MCCANN P.C.

AS THE COMPANY’S INDEPENDENT AUDITORSSummary

Summary

Mayer Hoffman McCann P.C. served asWe are proposing to amend our Amended and Restated Articles of Incorporation (the “Articles”) to provide a reduced shareholder quorum requirement of one-third (1/3) of shares entitled to be cast in order to constitute a quorum for a meeting of shareholders (the “Quorum Amendment”). The Company’s quorum requirement for a shareholder meeting is currently set at a majority of the votes entitled to be cast. Pursuant to the Florida Business Corporation Act (the “FBCA”), a lesser quorum requirement for shareholder meetings may be set through an amendment to the Company’s independent auditorsArticles. The Board of Directors has approved the Quorum Amendment and independent registered public accounting firmrecommends approval and adoption by the shareholders.

Purpose and Effect of the Amendment

The purpose of this Proposal III is to make it easier to achieve a quorum in connection with future shareholder meetings, including annual meetings. The Company’s June 30, 2021 Annual Meeting of shareholders was originally scheduled and noticed to occur on June 30, 2021 and was adjourned due to a lack of quorum and set to reconvene on August 23, 2021. The Company’s reconvened Annual Meeting of shareholders on August 23, 2021 again failed to achieve a quorum of shareholders voting necessary to conduct the meeting. As a result of the inability to achieve a quorum at the initial Annual Meeting and at the time of the reconvened meeting, the Company reset a new record date and new Annual Meeting date to which this Proxy Statement relates. This proposal to lower the Company’s quorum will have no effect on the quorum for the completionreset Annual Meeting.

The Board believes the shareholder meeting process is important to provide shareholders with meaningful opportunities to raise important matters and communicate with the Company. The Board believes that reducing the shareholder quorum requirement to one-third, instead of its current majority, will reasonably balance the shareholders’ rights while protecting the needs of the Company’s auditCompany. Reducing the quorum requirement will help to facilitate the Company establishing a quorum and thereby enable future shareholder meetings. The Board has determined that it is in the best interest of the Company and its shareholders to seek approval of this Proposal III to approve the Quorum Amendment to provide for the year ended December 31, 2016. The Audit Committee has again approved the appointment of Mayer Hoffman McCann P.C. asa reduced shareholder quorum threshold to better ensure the Company’s independent auditorsability to conduct business in the future.

Risk Related to Amendment

The Company’s inability to reach a quorum poses risks to the Company’s ability to conduct future business that may need to come before shareholders for approval. For example, the year ending December 31, 2017Company from time to time has needed to raise additional capital to conduct its business. Capital raising generally involves the issuance of additional shares of stock. The Company has a proposal before the shareholders to increase its authorized shares of common stock in this Proxy Statement. The inability to have that proposal or similar proposals in the future put before shareholders for consideration and approved due to a lack of a quorum can impact the Board has further directedCompany’s ability to raise future capital through the issuance of additional shares of its common stock.

The Company is currently listed on the New York Stock Exchange (the “Exchange”) and Exchange rules require, under Section 302 of the NYSE Listed Company Manual, that the Company submitconduct an annual meeting of its shareholders during each fiscal year and the selectionExchange does not consider the Company to have met the Section 302 annual meeting requirement if the meeting is postponed or adjourned. If the Company is unable to satisfy a quorum at the reset November Annual Meeting or any adjournment thereof, the Company would not be in compliance with the Exchange’s annual meeting requirement and its standing with the Exchange would be jeopardized and could result in the Company being subject to delisting by the Exchange. Should a quorum be achieved at the reset Annual Meeting and this Proposal III is approved thereat, given the recent difficulty the Company has encountered in achieving a quorum for its Annual Meeting, there can be no assurances that the new lower quorum would be achieved in connection with future shareholder meetings as there must still be one-third of independent auditorsthe shares eligible and independent registered public accounting firm for 2017 for ratificationentitled to vote presently represented either in person or by proxy.

If the Quorum Amendment is approved by our shareholders it will result in a lesser amount of shareholders being required in order to conduct future shareholder meetings, which could result in a smaller group of shareholders voting on and approving proposals submitted to our shareholders in the future.

The proposed Quorum Amendment to the Articles would reduce the quorum requirement to constitute a shareholder meeting from majority of shares entitled to be cast to one-third of the shares entitled to be cast. If approved by the shareholders at the Annual Meeting, the proposed amendment of the Articles would become effective upon the filing of the Articles of Amendment to the Restated Articles of Incorporation with the Secretary of State of the State of Florida, which the Company would expect to file promptly following the Annual Meeting.

The proposed Quorum Amendment to the Articles, which the Board has approved and declared advisable, is attached to this Proxy Statement as Appendix A.

If the shareholders do not approve the Quorum Amendment, then the Company’s current quorum of a majority of votes represented in person or by proxy will remain in effect.

No Appraisal Rights

No appraisal rights are available to any shareholder meeting.who objects to the proposals to amend the Articles under the FBCA or under our current Amended and Restated Articles of Incorporation.

Representatives

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF

THIS PROPOSAL TO GRANT OUR BOARD OF DIRECTORS AUTHORITY TO AMEND OUR

ARTICLES OF INCORPORATION TO PROVIDE FOR A REDUCED

QUORUM REQUIREMENT OF ONE-THIRD (1/3) OF SHARES ENTITLED TO BE CAST.

PROPOSAL IV
APPROVAL TO AMEND THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF ORAGENICS, INC. TO INCREASE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Summary

We are proposing to amend our Amended and Restated Articles of Mayer Hoffman McCann P.C., whoIncorporation to increase our authorized Common Stock from 200,000,000 shares to 250,000,000 shares (the “Amendment”). The Board of Directors has approved the Amendment and recommends approval and adoption by the shareholders.

Purpose and Effect of the Amendment

The Board of Directors is recommending the proposed Amendment to increase the number of authorized shares of Common Stock to give the Company the ability and flexibility to issue shares of Common Stock for future corporate needs without the expense and delay associated with a special shareholders’ meeting, except where shareholder approval is required by applicable law. The Board of Directors believes that additional authorized shares of Common Stock would give the Company the necessary ability and flexibility to issue shares for various corporate purposes, including, but not limited to, capital-raising or financing transactions, potential strategic transactions, including mergers, acquisitions, and other business combinations; grants and awards under equity compensation plans; stock splits and dividends; and other general corporate purpose transactions. As a general matter, the Company would be able to issue the additional authorized shares of Common Stock in its discretion from time to time, subject to and as limited by, rules or listing requirements of the NYSE American or any other then applicable securities exchange, and without further action or approval of the Company’s shareholders. The discretion of the Board of Directors, however, would be subject to any other applicable rules and regulations in the case of any particular issuance or reservation for issuance that might require the Company’s shareholders to approve such transaction. We currently have 250,000,000 shares of authorized capital stock consisting of 200,000,000 shares of Common Stock with a par value of $0.001 and 50,000,000 shares of preferred stock with no par value. As of October 1, 2021, there were 116,394,806 shares of the 200,000,000 authorized common shares issued and outstanding and 2,261,703 of our authorized preferred stock issued and outstanding, on an as-converted basis. We also have 7,252,710 shares reserved for our stock option and incentive plan and 18,040,572 shares reserved for outstanding warrants. By approving the Amendment, you are expectedvoting to increase our authorized capital stock by an additional 50,000,000, shares for total authorized capital stock of 300,000,000 shares. The Board of Directors does not intend to issue any shares except on terms that it considers to be presentin the best interests of the Company and its shareholders. We also have a shelf registration statement to sell up to $17,462,500 shares of Common Stock, we have sold $7,795,184 with $9,667,316 with a presumed price of $1.25 per share we would issue an additional 7,733,853 shares of Common Stock.

As of the date of this Proxy Statement, we have no immediate plans, proposals, understandings, agreements or commitments to issue the additional shares of Common Stock we are seeking through the Amendment for funding, acquisitions or any other purpose. However, we review and evaluate potential capital raising activities, strategic transactions and other corporate actions on an ongoing basis to determine if such actions would be in our best interest and the best interest of our shareholders.

Impact of the Amendment

The additional shares of Common Stock for which authorization is sought would be a part of the existing class of Common Stock. If and when issued, these shares would have the same rights and privileges as the shares of Common Stock presently outstanding. No holder of Common Stock has any pre-emptive rights to acquire additional shares of our Common Stock. One of our current shareholders, Eleszto Genetika, Inc., has a participation right in connection with the Company’s issuance of shares in future financings to acquire up to 30% of such public or private qualifying financing, raising in excess of $1.0 million.

Common Stock

The terms of the additional shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock. However, because holders of Common Stock, other than Eleszto Genetika, Inc., which has certain participation rights with respect to future financings, have no pre-emptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of Common Stock will reduce the current shareholders’ percentage ownership interest in the total outstanding shares of Common Stock. This Amendment and the creation of additional shares of authorized Common Stock will not alter the current number of issued shares. The relative rights and limitations of the shares of Common Stock will remain unchanged under this Amendment.

The proposed increase in the authorized number of shares of Common Stock could have a number of effects on our shareholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of us more difficult. For example, additional shares could be issued by us so as to dilute the stock ownership or voting rights of persons seeking to obtain control of us, even if the persons seeking to obtain control offers an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. We have no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. We are not aware of any attempt, or contemplated attempt, to acquire control of us, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.

Our shareholders should recognize that, as a result of this proposal, they will own a fewer percentage of shares with respect to our total authorized shares, than they presently own, and will be diluted as a result of any issuance of Common Stock by us in the future.

There are currently no specific plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock which are proposed to be authorized (except with respect to potential issuances of shares upon our future financing efforts and exercise of currently outstanding options and warrants).

Preferred Stock

Currently, we are authorized to issue up to 50,000,000 shares of preferred stock and we have 16,017,000 shares of preferred stock outstanding, as of the Record Date. The Amendment does not change the number of shares of blank check preferred stock our board of directors is authorized to issue, however, our board of directors would be able to issue existing shares of authorized preferred stock with such designations, powers, preferences and rights as may be determined from time to time by our board of directors which include conversion rights into a greater number of common shares through the approval of the Amendment. This means that, if the Amendment is approved, except as may be required by law, NYSE American LLC rules or the approval rights of current holders of our outstanding preferred stock, no further shareholder approval would be required prior to the issuance of shares of preferred stock convertible into the Common Stock authorized by the Amendment. For example, under NYSE American LLC rules, in certain circumstances shareholder approval is required for any potential issuance of 20% or more of our outstanding shares of Common Stock (including upon conversion of convertible preferred stock) or 20% or more of the voting power outstanding before such issuance.

Our board of directors believes that authorization of additional shares of Common Stock is prudent because it is advisable to have the ability to authorize such shares of Common Stock and have them available in order to enhance our flexibility to consider and respond to future financing needs and opportunities as they arise from time to time, including possible issuances of convertible preferred stock in connection with such activities as public or private offerings of shares for cash and other corporate purposes. We cannot provide assurances that any such transactions will (i) be consummated on favorable terms or at all, (ii) enhance shareholder value or (iii) not adversely affect our business or the trading price of our Common Stock.

The authorization of the Common Stock will not have any immediate effect on the rights of existing shareholders. However, in connection with the issuance of any convertible preferred stock based on authorized and available blank check preferred, our board of directors would have the authority to designate and issue series of our preferred stock with dividend, liquidation, conversion, voting or other rights that may be superior to those of our Common Stock. The effects of the issuance of preferred stock upon holders of our Common Stock may include, among other things: (1) a preference in the payment of dividends to holders of preferred stock, which may restrict our ability to declare dividends on our Common Stock; (2) dilution of voting power if holders of preferred stock are given voting rights; (3) dilution of equity interests and voting power if the preferred stock is convertible, and converted into, Common Stock; or (4) a preference in payments upon liquidation to holders of preferred stock, which may limit liquidation payments on our Common Stock.

There are currently no specific plans, arrangements, commitments or understandings for the issuance of the additional shares of preferred stock which are proposed to be authorized (other than as may be required in connection with future financings).

Certain Risks Associated with the Amendment

The issuance of additional shares of Common Stock could reduce existing shareholders’ percentage ownership and voting power in the Company and, depending on the transaction in which they are issued, could affect the per share book value or other per share financial measures.

By voting in favor of this proposal, you are voting to increase our authorized capital stock by an additional 50,000,000 shares for total authorized capital stock of 300,000,000 shares. Because our Amended and Restated Articles of Incorporation do not confer to our shareholders pre-emptive rights with respect to our Common Stock, when our Board of Directors elects to issue additional shares of Common Stock in the future, existing shareholders would not have a preferential right to purchase these shares and could suffer substantial dilution. You would suffer dilution in the book value of your shares if the additional capital stock is sold at prices lower than the price at which you purchased your Common Stock.

The Amendment could, under certain circumstances, have an anti-takeover effect, although that is not our intention with this proposal. For example, in the event of a hostile attempt to take control of the Company, it may be possible for the Board of Directors to impede that attempt by issuing shares of Common Stock, which would dilute the voting power for the other outstanding shares and increase the potential cost to acquire control of the Company. This Amendment therefore may have the effect of discouraging unsolicited takeover attempts, potentially limiting the opportunities of our shareholders to dispose of their shares at a premium, which may be offered in takeover attempts or a merger proposal. The Amendment may have the effect of permitting our current management, including the current Board of Directors, to retain its position. However, as of the date of this Proxy Statement, the Board of Directors is not aware of any attempt to take control of the Company, and the Board of Directors has not presented this proposal with the intent that it be utilized as a type of anti-takeover device.

Procedure For Amending Articles Of Incorporation-Text Of Amendment

Provided that this Proposal is approved by our shareholders, an Amendment to our Amended and Restated Articles of Incorporation, specifically amending Article II thereof will be filed with the Secretary of State of the State of Florida and upon such filing the Amendment will become effective. A copy of the proposed Amendment is attached hereto as Appendix B. The paragraph in Article II of our Amended and Restated Articles of Incorporation captioned “Capital Stock” is proposed to be replaced with the following text:

“Capital Stock. The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is Three Hundred Million (300,000,000) shares, consisting of (i) Two Hundred Fifty Million (250,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) Fifty Million (50,000,000) shares of preferred stock, no par value (the “Preferred Stock”).”

The only substantive changes would be to increase the number of shares of Common Stock that the Company may issue from 200,000,000 shares to 250,000,000 shares and to reflect a corresponding increase in the aggregate number of shares of capital stock that may be issued from 250,000,000 to 300,000,000 shares.

If the proposed Amendment is not approved by the Company’s shareholders, the number of authorized shares of Common Stock will remain unchanged.

No Dissenters’ Rights

No dissenters’ rights are available to any shareholder meeting,who dissents from the proposals to amend the Articles of Incorporation under the Florida Business Corporation Act (“FBCA”) or under our current Amended and Restated Articles of Incorporation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THIS PROPOSAL TO GRANT OUR BOARD OF DIRECTORS AUTHORITY TO AMEND OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK.

PROPOSAL V
APPROVAL OF THE COMPANY’S 2021 EQUITY INCENTIVE PLAN

The Board of Directors is requesting shareholder approval of the Oragenics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is intended to be the successor to the Company’s 2012 Equity Incentive Plan, as amended (the “2012 Plan” or the “Prior Plan”).

Why We Are Asking Our Shareholders to Approve the 2021 Plan

Currently, we maintain the 2012 Plan to grant equity awards to our employees, non-employee directors and consultants and the 2012 Plan only has 970,068 shares remaining available for grant of awards. We are seeking shareholder approval of the 2021 Plan to increase the number of shares available for the grant of stock options, restricted stock unit awards and other awards, which will enable us to have a competitive equity incentive program to compete with our peer group for key talent. If the 2021 Plan is approved by our shareholders, no additional awards will be granted under the Prior Plan.

Approval of the 2021 Plan by our shareholders will allow us to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by the Board of Directors or Compensation Committee. The 2021 Plan will also allow us to utilize a broad array of equity incentives in order to secure and retain the services of our employees, non-employee directors and consultants, and to provide long-term incentives that align the interests of our employees, non-employee directors and consultants with the interests of our shareholders.

Requested Shares

If this Proposal V is approved by our shareholders, then subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our Common Stock that may be issued under the 2021 Plan will not exceed the sum of (i) 10,000,000 new shares, (ii) the number of shares remaining available for the grant of new awards under the 2012 Plan as of immediately prior to the effective date of the 2021 Plan, and (iii) certain shares subject to outstanding awards granted under the 2012 Plan that may become available for issuance under the 2021 Plan, as such shares become available from time to time (as further described below in “Description of the 2021 Plan—Shares Available for Awards”).

Shareholder Approval

If this Proposal V is approved by our shareholders, the 2021 Plan will become effective as of the date of the Annual Meeting and no additional awards will be granted under the 2012 Plan. In the event that our shareholders do not approve this Proposal IV, the 2021 Plan will not become effective and the 2012 Plan will continue to be effective in accordance with its terms.

Why You Should Vote to Approve the 2021 Plan

Equity Awards Are an Important Part of Our Compensation Philosophy

The Board of Directors believes that the grant of equity awards is a key element underlying our ability to attract, retain and motivate our employees, non-employee directors and consultants because of the strong competition for highly trained and experienced individuals among biopharmaceutical companies. Therefore, the Board of Directors believes that the 2021 Plan is in the best interests of our business and our shareholders and recommends a vote in favor of this Proposal V.

The 2021 Plan will allow us to continue to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for our industry. To date, equity awards have been a key aspect of our program to attract and retain key employees, non-employee directors and consultants. We believe the use of equity awards strongly aligns the interests of our employees with those of our shareholders by placing a considerable proportion of our employees’ total compensation “at risk” because it is contingent on the appreciation in value of our Common Stock. In addition, we believe equity awards encourage employee ownership of our Common Stock and promote retention through the reward of long-term Company performance.

We Carefully Manage the Use of Equity Awards and Dilution is Reasonable

We recognize that equity awards dilute existing shareholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize shareholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees, non-employee directors and consultants.

The Size of Our Share Reserve Request Is Reasonable

If this Proposal IV is approved by our shareholders, we will have 10,000,000 new shares available for grant after the Annual Meeting, subject to adjustment for certain changes in our capitalization.

The 2021 Plan Combines Compensation and Governance Best Practices

The 2021 Plan includes provisions that are designed to protect our shareholders’ interests and to reflect corporate governance best practices, including:

Shareholder approval is required for additional shares. The 2021 Plan does not contain an opportunityannual “evergreen” provision. The 2021 Plan authorizes a fixed number of shares, so that shareholder approval is required to makeissue any additional shares.

Fungible share counting. The 2021 Plan contains a statement if they so desire“fungible share counting” structure, whereby the number of shares of our Common Stock available for issuance under the 2021 Plan will be reduced by (i) one share for each share issued pursuant to a stock option or stock appreciation right with an exercise price that is at least 100% of the fair market value of our Common Stock on the date of grant (an “Appreciation Award”) granted under the 2021 Plan and are expected(ii) 1.20 shares for each share issued pursuant to be available to respond to appropriate questions.

Although ratificationan award that is not an Appreciation Award (a “Full Value Award”) granted under the 2021 Plan. As part of such fungible share counting structure, the number of shares of our Common Stock available for issuance under the 2021 Plan will be increased by (i) one share for each share that becomes available again for issuance under the terms of the 2021 Plan subject to an Appreciation Award and (ii) 1.20 shares for each share that becomes available again for issuance under the terms of the 2021 Plan subject to a Full Value Award.

Repricing is not allowed. The 2021 Plan prohibits the repricing of outstanding stock options and stock appreciation rights, and the cancellation of any outstanding stock options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our Common Stock in exchange for cash or other stock awards under the 2021 Plan, without prior shareholder approval.

No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the 2021 Plan must have an exercise price equal to or greater than the fair market value of our Common Stock on the date the stock option or stock appreciation right is granted.

Limit on non-employee director compensation. The aggregate value of the equity awards which will be granted to any individual for service as a non-employee director under the 2021 Plan during any single calendar year will not exceed equity awards with a value of $300,000 or, for the first year a non-employee director is appointed or elected to the Board of Directors, equity awards not exceeding $500,000 in total value. For purposes of these limitations, the value of any equity awards is calculated based on the grant date fair value of such awards for financial reporting purposes.

Restrictions on dividends and dividend equivalents. The 2021 Plan provides that (i) no dividends may be paid with respect to any shares of our Common Stock subject to an award before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest.

Awards subject to forfeiture/clawback. Awards granted under the 2021 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the BylawsDodd-Frank Wall Street Reform and Consumer Protection Act or otherwise,other applicable law, and any other clawback policy that the Company adopts. In addition, the Board may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.

Termination of stock options and stock appreciation rights on a participant’s termination for cause. If a participant’s service is submittingterminated for cause, as defined under the selection2021 Plan, the participant’s stock options and stock appreciation rights terminate immediately, and the participant is prohibited from exercising his or her stock options and stock appreciation rights.

No liberal change in control definition. The change in control definition in the 2021 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the 2021 Plan to its shareholdersbe triggered.

No accelerated vesting of assumed awards upon change in control. The 2021 Plan does not provide for ratification asaccelerated vesting of awards that are assumed by an acquirer upon a matterchange in control.

Material amendments require shareholder approval. Consistent with the applicable stock exchange rules, the 2021 Plan requires shareholder approval of good corporate practice and becauseany material revisions to the Company values its shareholders’ views.2021 Plan. In addition, certain other amendments to the event2021 Plan require shareholder approval.

Vote Required

At the Annual Meeting, the shareholders failare being asked to ratifyapprove the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different auditor/independent accounting firm at any time during the year if the Audit Committee feels that such a change would be in the Company’s and the Company’s shareholders’ best interests.

Mayer Hoffman McCann P.C. leases substantially all of its personnel, who work under the control of Mayer Hoffman McCann P.C. shareholders, from wholly owned subsidiaries of CBIZ, Inc., in an alternative practice structure.

Independent Auditors’ Fees and Services

2021 Plan. The following table provides the aggregate fees billed for professional services rendered by the Company’s principal accountants, Mayer Hoffman McCann P.C. (“MHM”), in the categories indicated during each of the past two fiscal years ended December 31:

Pre-Approval Policy

The Audit Committee approves in advance all audit andnon-audit services to be performed by the Company’s independent registered public accounting firm. The Audit Committee considers whether the provision of any proposednon-audit services is consistent with the SEC’s rules on auditor independence and haspre-approved certain specified audit andnon-audit services to be provided by MHM for up to twelve (12) months from the date of thepre-approval. If there are any additional services to be provided, a request forpre-approval must be submitted by management to the Audit Committee for its consideration.

Vote Required and Board of Directors’ Recommendation

Ratification of the selection of Mayer Hoffman McCann P.C. as the Company’s independent auditors for the year ending December 31, 2017 requires the affirmative vote of the holders of a majority of the shares of common stock voting on this Proposal III in person,represented at the meeting or by proxy at the Annual Meeting. Abstentions will not be counted in the ratification of the selection of independent auditorsMeeting and will have no effectentitled to vote on the outcome ofitem will be required to approve the selection of the independent auditors.2021 Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

RATIFICATION OF THE SELECTION OF MAYER HOFFMAN MCCANN P.C. AS THE COMPANY’S

INDEPENDENT AUDITORS.

PROPOSAL IV

APPROVAL OF AN AMENDMENT TO INCREASE THE NUMBER OF COMMON SHARES AVAILABLE FOR ISSUANCE UNDER THE 2012 INCENTIVE PLAN BY 1,500,000 SHARES

Summary

We are asking our shareholders to approve an amendment to our 2012 Equity Incentive Plan (the “2012 Incentive Plan”) to increase the shares authorized to be issued thereunder by 1,500,000 shares from 4,000,000 to 5,500,000.

In October of 2012 our shareholders approved the amendment, restatement and retitling of our prior stock option and incentive plan, as amended, to the 2012 Equity Incentive Plan (the “2012 Incentive Plan”) currently in place. In addition, at that time, our shareholders also approved an amendment to increase the number of shares authorized for issuance thereunder from 1,125,000 to 4,000,000 shares.

On March 16, 2017, our board of directors approved an amendment to the 2012 Incentive Plan, increasing the number of shares authorized for issuance under the 2012 Incentive Plan by 1,500,000 shares from 4,000,000 to 5,500,000 (the “Amendment”) shares and recommended that the Amendment be submitted to our shareholders for their approval. A copy of the Amendment is attached hereto asAppendixA.

In reviewing our compensation practices, including in light of various evolving market practices, as well as to enhance the Company’s flexibility to make awards, our board of directors determined to make the above change to the 2012 Incentive Plan. In addition, the proposed amendment increasing the number of shares authorized for issuance under the 2012 Incentive Plan ensures our ability to continue to grant stock options and other awards, which are vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which we must compete. Our employees are our most valuable asset, and such awards are crucial to our ability to motivate individuals in our service to achieve our goals. We believe strongly that the approval of the Amendment to our 2012 Incentive Plan, as proposed, is instrumental to our continued success.

In addition, shareholder approval of the Amendment is intended to satisfy the shareholder approval requirements under Section 162(m) of the Internal Revenue Code, so as to permit us to deduct under federal income tax law certain amounts paid under the 2012 Incentive Plan to executive officers that might otherwise not be deductible.

Section 162(m) of the Internal Revenue Code generally prevents public companies from deducting compensation paid in excess of $1,000,000 to any one of certain of their executive officers during any single year. Under current law, this restriction applies to compensation paid to our Chief Executive Officer and our other three most highly compensated executive officers listed in our “Summary Compensation Table” in this proxy statement. Certain “performance-based compensation” is specifically exempted from this deduction limit if it otherwise meets the requirements of Section 162(m).

Stock options and stock appreciation rights that are structured such that the recipient’s compensation is based solely on the appreciation of the value of the underlying shares from the date of grant until the date of exercise may qualify as performance-based compensation if, among other requirements, the plan under which the awards are granted is shareholder-approved and contains a limit on the number of shares that may be granted under options or stock appreciation rights to any one individual during a specified period. As a result, the 2012 Incentive Plan provides that for Section 162(m) purposes no participant may be granted awards, other than cash awards, in any one fiscal year that, in the aggregate, cover more than 1,000,000 shares.

Additional requirements apply to certain other forms of compensation, such as cash awards and restricted stock and restricted stock unit awards, in order for them to qualify as performance-based compensation, including a requirement that payment under the awards be contingent upon the achievement of certain performance goals that are established in a manner specified under Section 162(m). As a result, the 2012 Incentive Plan permits us to issue certain awards that incorporate performance goals and provides that these performance goals may be based upon: annual revenue, cash position, earnings per share, individual objectives, net income, operating cash flow, operating income, return on assets, return on equity, return on sales and total shareholder return. The performance goals must be established and approved by the Committee during the first 90 days of the performance period (and, in the case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such targets remains substantially uncertain.

The following table presents the shares covered by the options contemplated to be awarded under the 2012 Incentive Plan, to our named executive officers and to ournon-employee directors pursuant to the terms of our current Director Compensation Program.

New Plan Amendment Benefits

2012 Incentive Plan

Other than the awards described for our named executive officers and ournon-employee directors, the number, amount and type of awards to be received by or allocated to eligible persons under the 2012 Incentive Plan cannot be determined at this time. The Company is not currently considering any specific additional awards under the 2012 Incentive Plan other than as reflected in the table. For information regarding options and restricted stock awards granted to executive officers of the Company during fiscal 2016, see the information provided under the heading “Executive Compensation” in this proxy statement.

Vote Required and Board of Directors’ Recommendation

Approval of the Amendment to the 2012 Incentive Plan requires the affirmative vote of the holders of a majority of the shares of our common stock that are voting on this Proposal IV in person or by proxy and entitled to vote at the Annual Meeting. In the event the shareholders fail to approve the Amendment to the 2012 Incentive Plan, the existing 2012 Incentive Plan will continue in operation pursuant to its terms. Even if the Amendment to the 2012 Incentive Plan is approved, the board of directors may, pursuant to the terms of the 2012 Incentive Plan and subject to any applicable exchange where the Company may be listed, make any other changes to the 2012 Incentive Plan that it feels would be in our and our shareholders’ best interests.

Because each of our directors and executive officers are eligible to participate in the 2012 Incentive Plan, the approval of the Amendment to the 2012 Incentive Plan impacts each of our directors and executive officers and thus each of our directors and executive officers has a personal interest in this proposal and its approval by our shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEVOTING “FOR” THE APPROVAL OF THE AMENDMENT TO THE 2012 EQUITY INCENTIVE2021 PLAN.

Summary

Description of the 2012 Incentive2021 Plan

The material features of the 2021 Plan are described below. The following description of the 2021 Plan is a summary of the principal features of the 2012 Incentive Planonly and its operation. Because it is not a complete description of all of the terms and conditions of the 2012 Incentive Plan, the summary is qualified in its entirety by reference to the fullcomplete text of the 2012 Incentive Plan, as previously filed by us in Form8-K on October 25, 2012.

Background and Purpose2021 Plan. Shareholders are urged to read the actual text of the 2012 Incentive2021 Plan in its entirety, which is attached to this Proxy Statement as Appendix C.

Purpose

The 2012 Incentive2021 Plan is designed to secure and retain the services of our employees, non-employee directors and consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and our affiliates, and to provide a means by which such persons may be given an opportunity to benefit from increases in the value of our Common Stock. The 2021 Plan is also designed to align employees’ interests with shareholder interests.

Successor to Prior Plans

The 2021 Plan is intended to continuebe the successor to attract, motivate and retain employees, consultants andnon-employee directors and to encourage their stock ownership in the Company thereby aligning their interests with those of the Company’s shareholders. The increase in authorized shares contemplated2012 Equity Incentive Plan, as amended to date. If the 2021 Plan is approved by the Amendment toour shareholders, no additional awards will be granted under the 2012 IncentivePlan. If the 2021 Plan would enableis not approved by our shareholders, the Company to2021 Plan will not become effective and the 2012 Plan will continue to be able to make awards thereunder. effective in accordance with its terms.

Types of Awards

The Amendment toterms of the 2012 Incentive2021 Plan will also permitprovide for the Company to continue to make awardsgrant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards.

Shares Available for Awards

Subject to eligible employees.

The purposeadjustment for certain changes in our capitalization, the aggregate number of shares of our Common Stock that may be issued under the 2012 Incentive2021 Plan is to givewill not exceed the Company a competitive advantage in attracting, retaining and motivating officers, employees,non-employee Directors, and consultants, and to providesum of (i) 10,000,000 new shares, (ii) the Company with a stock plan that could provide incentives linked tonumber of shares remaining available for the financial resultsgrant of the Company’s business and to increases in shareholder value.

Types of Awards Grantednew awards under the 2012 Incentive Plan as of immediately prior to the effective date of the 2021 Plan and (iii) the 2012 Plan’s Returning Shares (as defined below), as such shares become available from time to time.

The 2012 Incentive“2012 Plan’s Returning Shares” are shares of our Common Stock subject to outstanding awards granted under the Prior Plan permitsthat on or following the granteffective date of the following types2021 Plan: (i) are not issued because such award or any portion thereof expires or otherwise terminates without all of incentive awards: (1)the shares covered by such award having been issued; (ii) are not issued because such award or any portion thereof is settled in cash; (iii) are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required for the vesting of such shares, (iv) are withheld or reacquired by us to satisfy the exercise, strike or purchase price; or (v) are withheld or reacquired by us to satisfy a tax withholding obligation.

The number of shares of our Common Stock available for issuance under the 2021 Plan will be reduced by (i) one share for each share of our Common Stock issued pursuant to an Appreciation Award (i.e., a stock options, including incentive stock options and nonqualified stock options, (2)option or stock appreciation rights, (3) restricted stock, (4) restricted stock units and (5) cash awards (each,right with an “Award”).

Administration of the 2012 Incentive Plan

The Board is authorized to appoint a committeeexercise or strike price of at least two100% of the fair market value of the underlying Common Stock on the date of grant), and (ii) 1.20 shares for each share of our Common Stock issued pursuant to a Full Value Award (i.e., an award that is not an Appreciation Award).

The following actions will not result in an issuance of shares of our Common Stock under the 2021 Plan and accordingly will not reduce the number of shares of our Common Stock available for issuance under the 2021 Plan: (i) the expiration or termination of any portion of an award granted under the 2021 Plan without the shares covered by such portion of the award having been issued; (ii) the settlement of any portion of an award granted under the 2021 Plan in cash; (iii) the withholding of shares to satisfy the exercise or strike price of an Appreciation Award; or (iv) the withholding of shares to satisfy a tax withholding obligation in connection with an Appreciation Award.

If any shares of our Common Stock issued pursuant to an award granted under the 2021 Plan are (i) forfeited back to or repurchased by us because of the failure to meet a contingency or condition required for the vesting of such shares or if any shares; (ii) reacquired by us to satisfy the exercise or strike price of an Appreciation Award; or (iii) reacquired by us to satisfy a tax withholding obligation in connection with an Appreciation Award, then such shares will become available again for issuance under the 2021 Plan. For each share subject to a Full Value Award, the number of shares of our Common Stock available for issuance under the 2021 Plan will increase by 1.20 shares.

Any shares of our Common Stock reacquired or withheld (or not issued) by us to satisfy the purchase price of a Full Value Award will no longer be available for issuance under the 2021 Plan, including any shares subject to a Full Value Award that are not delivered to a participant because such Full Value Award is settled through a reduction of shares subject to such Full Value Award. In addition, any shares reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a Full Value Award, or any shares repurchased by us on the open market with the proceeds from the purchase price of a Full Value Award will no longer be available for issuance under the Plan.

Eligibility

All of our employees (including our affiliates), non-employee directors and consultants are eligible to participate in the 2021 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the 2021 Plan only to our employees (including our affiliates).

As of May 1, 2021, we (including our affiliates) had 7 employees, 5 non-employee directors and 3 consultants.

Administration

The 2021 Plan will be administered by the Compensation Committee of our Board of Directors, which may in turn delegate some or all of the administration of the 2021 Plan to a committee or committees composed of members of the Board (the “Committee”)of Directors. Our Board of Directors has assigned the authority to administer the 2012 Incentive Plan. To make grants2021 Plan to certainour Compensation Committee, but may, at any time, re-vest in itself some or all of the Company’s officers and key employees, the memberspower delegated to our Compensation Committee. Our Compensation Committee is considered to be a Plan Administrator for purpose of this Committee must qualify as“non-employee directors” underRule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), and as “outside directors” under Section 162(m) of the Internal Revenue Code (so that the Company can receive a federal tax deduction for certain compensation paid under the 2012 Incentive Plan). The Board has delegated general administrative authority for the 2012 Incentive Plan to the Compensation Committee of the Board (the “Compensation Committee”).Proposal IV.

Subject to the terms of the 2012 Incentive2021 Plan, the Committee hasPlan Administrator may determine the discretionrecipients, the types of awards to selectbe granted, the employees, consultantsnumber of shares of our Common Stock subject to or the cash value of awards, and directors who will receive Awards, to determine the terms and conditions of such Awards (for example,awards granted under the number2021 Plan, including the period of shares subject to an Award, the exercise price,their exercisability and vesting schedule), to interpret the provisions of the 2012 Incentivevesting. The Plan and outstanding Awards, to amend outstanding Awards (includingAdministrator also has the authority to accelerate vesting), to extend an option’s post-termination exercise period (but not beyond the original option term),provide for accelerated exercisability and to adopt, interpret, amend or revoke rules for the administration, interpretation and applicationvesting of the 2012 Incentive Plan.

Exceptawards. Subject to the extentlimitations set forth below, the Board has reservedPlan Administrator also determines the authorityfair market value applicable to reviewan award and approve grants to named executive officersthe exercise or to approve and ratify other actions of the Committee, the Committee may delegate any part of its authority and powers under the 2012 Incentive Plan to one or more of the Company’s directors and/or officers, but only the Committee itself can make Awards to participants who are the Company’s executive officers. References to the Committee in this proposal include the Committee and any directors or officers to whom the Committee properly delegates authority.

Authorized Shares

The aggregate number of shares of our common stock currently authorized pursuant to the 2012 Incentive

Plan is 4,000,000 shares. As of March 21, 2017, 2,247,462 shares of common stock had been issued under the 2012 Incentive Plan, of which 2,205,929 were issued pursuant to restricted stock awards and 41,533 shares were issued pursuant to option exercises. Options covering an additional 1,621,523 shares granted under the 2012 Incentive Plan remain outstanding. A total of 131,015 shares of common stock remain available for future awards under the 2012 Incentive Plan (plus shares subject to outstanding awards that might in the future be returned to the 2012 Incentive Plan as a result of cancellations or expirations of awards). As of March 21, 2017, options outstanding under the 2012 Incentive Plan have per share exercise prices ranging from $0.55 to $10.40 or a weighted average per share exercisestrike price of $1.05.

If the proposed amendment to the 2012 Incentive Plan is approved, the aggregate number of shares of the Company’s common stock that currently may be issued pursuant to Awards under the 2012 Incentive Plan will be 5,500,000 shares and

If an Award is settled in cash,option or is cancelled, terminates, expires, or lapses for any reason (with the exception of the termination of a tandem stock appreciation right uponby (1) reducing the exercise or strike price of the relatedstock option or the termination of a related option upon exercise of the corresponding tandem stock appreciation right), any shares subject to such Award again shall be available for subsequent Awards under the 2012 Incentive Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any Award under the 2012 Incentive Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its affiliates to satisfy the tax withholding obligations related to any Award, shall not be available for subsequent Awards under the 2012 Incentive Plan. To the extent that shares are delivered pursuant to the exercise of a stock appreciation right or (2) cancelling any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our Common Stock in exchange for cash or other awards.

Dividends

The 2021 Plan provides that (i) no dividends may be paid with respect to any shares of our Common Stock subject to an award before the date such shares have been issued, (ii) no dividend equivalents may be paid with respect to any shares of our Common Stock subject to a restricted stock unit award before the date such award has become vested, (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iv) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest. Subject to the foregoing, the 2021 Plan further provides that dividends or dividend equivalents may be paid or credited to shares of our Common Stock subject to a restricted stock award or restricted stock unit award granted under the 2012 Incentive2021 Plan, as determined by the number of underlying shares as to which the exercise related shall be counted againstPlan Administrator and specified in the applicable share limits above,award agreement.

Limit on Non-Employee Director Compensation

The terms of the 2021 Plan will permit annual equity awards to any individual for service as opposed to only countinga non-employee director of the shares issued. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under the 2012 Incentive Plan with respect to such exercise.)

In the event that any dividend or other distribution (whether in the form of cash, the Company’s common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,split-up,spin-off, combination, repurchase, or exchangeCompany. As part of the Company’s common stock or other securities, or other change inDirector Compensation Program, each non-employee director receives an annual equity award. For this purpose, the Company’s corporate structure affectingvalue of any equity awards is calculated based on the Company’s common stock occursgrant date fair value of such awards for financial reporting purposes. Directors are subject to vesting provided that an adjustment is determined by the Committee (in its sole discretion) to be appropriate in order to prevent dilution or enlargementrecipient remains a director of the benefits or potential benefits intendedCompany through the vesting date. The Board retains the discretion to be made availablemodify the equity awards provided to non-employee directors under the 2012 Incentive Plan, the Committee shall, in such manner as it may deem equitable, (a) adjust the number and class of shares (or other securities) available for issuance under the 2012 Incentive Plan and the number, class, and price of shares (or other securities) subject to outstanding Awards or (b) make provision for a cash payment or for the assumption, substitution or exchange of any or all outstanding Awards or the cash, securities or property deliverable to the holder of any or all outstanding Awards, based upon the distribution or consideration payable to holdersterms of the Company’s common stock upon or in respect of such event.Director Compensation Program.

Eligibility to Receive Awards

The Committee selects the employees (including executive officers), consultants and directors who will be granted Awards under the 2012 Incentive Plan. As of March 21, 2017, the Company had fourteen (14) officers and employees, including all of the Company’s named executive officers who are still serving in that capacity as of March 21, 2017, and fournon-employee directors who were eligible to receive Awards under the 2012 Incentive Plan. The actual number of individuals who will receive an Award under the 2012 Incentive Plan cannot be determined in advance because the Committee has the discretion to select the participants.

Stock Options

A

Stock options may be granted under the 2021 Plan pursuant to stock option isagreements. The 2021 Plan permits the right to acquire sharesgrant of the Company’s common stock at a fixed exercise price for a fixed period of time. Under the 2012 Incentive Plan, the Committee may grant nonqualified stock options and/orthat are intended to qualify as incentive stock options. The Committee will determine the number of shares covered by each option.options, or ISOs, and nonstatutory stock options, or NSOs.

The exercise price of the shares subject to each option is set by the Committee but generally cannot be less than 100% of the fair market value on the date of grant. In addition, the exercise price of an incentivea stock option must be at least 110% of fair market value (on the grant date) if the participant owns stock possessing more than 10% of the total combined voting power of all classes of the Company’s stock and any of the Company’s subsidiaries. However, the Company may grant certain options with exercise prices equal to less than the fair market value of the Company’s common stock on the date of grant in connection with its acquisition of another company. The fair market value of the Company’s common stock is generally the last quoted sales price for the shares traded on NYSE MKT on the applicable date.

As of March 14, 2017, the closing price of our common stock was $0.49 per share. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year may not exceed $100,000. Any shares in excess of this limit will be treated as subject to a nonqualified stock option. If the employee holds more than one incentive stock option, the incentive stock options are considered in the order in which they were granted.

An option granted under the 2012 Incentive2021 Plan cannot generally be exercised until it becomes vested. The Committee establishes the vesting schedule of each option at the time of grant. The Committee may, in its discretion, condition the vesting of any option granted under the Plan on satisfaction of (i) any minimum period of continued employment or other continued service with the Company the Committee deems appropriate, or (ii) satisfaction of one or more performance goals the Committee deems appropriate, or (iii) a combination of service vesting and satisfaction of performance goals set by the Committee. After an option is granted, the Committee may, in its sole discretion, modify or accelerate the vesting of the option.

Options vest and become exercisable at the times and on the terms established by the Committee at the time of grant. Options granted under the 2012 Incentive Plan expire at the times established by the Committee, but not later than 10 years after the grant date (such term is limited to five years in the case of an incentive stock option granted to a participant who owns stock possessing more than 10% of the total combined voting power of all classes of the Company’s stock and any of the Company’s subsidiaries). The Committee may determine the effect of termination of employment or service on the rights and benefits under options and in doing so may make distinctions based upon the cause of termination or other factors.

The exercise price of each option granted under the 2012 Incentive Plan must be paid in full in cash or its equivalent at the time of exercise. The Committee also may permit payment through the tender of shares that are already owned by the participant, or by any other form of legally permissible consolidation which the Committee determines to be consistent with the purpose of the 2012 Incentive Plan.

Stock Appreciation Rights

Awards of stock appreciation rights may be granted in tandem with or in connection to all or any part of an option, either concurrently with the grant of an option or at any time thereafter during the term of the option, or may be granted independently of options. The Committee has complete discretion to determine the number of stock appreciation rights granted to any employee, consultant or director.

The Committee determines the terms of stock appreciation rights, except that the exercise price of a stock appreciation right that is granted independently of an option may not be less than 100% of the fair market value of the sharesCommon Stock subject to the stock option on the date of grant and, the exercise price of a stock appreciation right that is granted in tandem with or in connection to an optionsome cases (see “—Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

The term of stock options granted under the 2021 Plan may not exceed ten years from the date of grant and, in some cases (see “—Limitations on Incentive Stock Options” below), may not exceed five years from the date of grant. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s service relationship with us or any of our affiliates (referred to in this Proposal IV as “continuous service”) terminates (other than for cause or the participant’s death or disability, as defined in the 2021 Plan), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service terminates due to the participant’s disability, the participant may exercise any vested stock options for up to 12 months following the participant’s termination due to the participant’s disability. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service terminates due to the participant’s death (or the participant dies within a specified period following termination of continuous service), the participant’s beneficiary may exercise any vested stock options for up to 18 months following the participant’s death.

Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service is terminated for cause, all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. For this purpose, the term “cause” is defined in the 2021 Plan to mean any event which would qualify as cause for termination under the participant’s employment agreement with the Company, or, if there is no such employment agreement, any of the following (i) the commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether or not resulting in criminal prosecution or conviction), including theft or destruction of property of the Company or a subsidiary, or any other act or practice which the Committee shall, in good faith, deem to have resulted in the recipient’s becoming unbondable under the Company or any subsidiary’s fidelity bond; (ii) the willful engaging in misconduct which is deemed by the Committee, in good faith, to be materially injurious to the Company or any subsidiary, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential or sensitive business information and data about the Company or any subsidiaries and competing with the Company or any subsidiaries, or soliciting employees, consultants or customers of the Company or any subsidiaries in violation of law or any employment or other agreement to which the recipient is a party; (iii) the continued failure or habitual neglect by a person who is an participant to perform his or her duties with the Company or any subsidiary; or (iv) other disregard of rules or policies of the Company or any subsidiary, or conduct evidencing willful or wanton disregard of the interests of the Company or any subsidiary.

Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, the term of a stock option may be extended if a participant’s continuous service terminates for any reason other than for cause and, at any time during the last 30 days of the applicable post-termination exercise period, the exercise price of the related option.stock option would be prohibited by applicable laws or the sale of any Common Stock received upon such exercise would violate our insider trading policy. In addition,no event, however, may a stock option be exercised after its original expiration date.

Acceptable forms of consideration for the Committeepurchase of our Common Stock pursuant to the exercise of a stock option under the 2021 Plan will be determined by the Plan Administrator and may determineinclude payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the effectFederal Reserve Board; (iii) by delivery to us of terminationshares of employmentour Common Stock (either by actual delivery or serviceattestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator.

Stock options granted under the 2021 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the 2021 Plan may be subject to different vesting schedules as the Plan Administrator may determine.

The Plan Administrator may impose limitations on the rightstransferability of stock options granted under the 2021 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the 2021 Plan other than by will or the laws of descent and benefitsdistribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. Options may not be transferred to a third party financial institution for value.

Limitations on Incentive Stock Options

In accordance with current federal tax laws, the aggregate fair market value, determined at the time of grant, of shares of our Common Stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power unless the following conditions are satisfied:

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our Common Stock that may be issued pursuant to the exercise of ISOs under the 2021 Plan is 10,000,000 shares.

Stock Appreciation Rights

Stock appreciation rights and in doing so may make distinctions based uponbe granted under the cause of termination or other factors.

A2021 Plan pursuant to stock appreciation right granted in tandem with an option will entitle the participant to exercise theagreements. Each stock appreciation right is denominated in Common Stock share equivalents. The strike price of each stock appreciation right will be determined by surrendering to the Company a portion of the unexercised related option. The participantPlan Administrator, but will

receive in exchange from the Company an amount equal to the excessno event be less than 100% of the fair market value of the sharesCommon Stock subject to the stock appreciation right on the date of exercisegrant. The term of the stock appreciation right covered by the surrendered portion of the related option over the exercise price of the shares covered by the surrendered portion of the related option. When a stock appreciation right granted in tandem with an option is exercised, the related option, to the extent surrendered, will cease to be exercisable. A stock appreciation right granted in connection with an option will be exercisable until, and will expire no later than, the date on which the related option ceases to be exercisable or expires. A stock appreciation right granted in connection with an option will automatically be deemed exercised after the related option is exercised.

Stock appreciation rights may also be granted independently of options. Such a stock appreciation right will entitle the participant, upon exercise, to receive from the Company an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. A stock appreciation right granted without a related option will be exercisable, in whole or in part, at such time as the Committee will specify in the stock appreciation right agreement. Stock appreciation rights granted under the 2012 Incentive2021 Plan expire at the times established by the Committee, butmay not later thanexceed ten years afterfrom the date of grant.

The Company’s obligation arisingPlan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our Common Stock, in cash, in a combination of cash and stock, or in any combination thereof,other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Committee may determine.2021 Plan.

Restricted Stock and Awards

Restricted Stock Units

Awards ofstock awards may be granted under the 2021 Plan pursuant to restricted stock are shares that vestaward agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to us, the participant’s services performed for us, or any other form of legal consideration acceptable to the Plan Administrator. Shares of our Common Stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our Common Stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.

Restricted Stock Unit Awards

Restricted stock unit awards may be granted under the 2021 Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Except as otherwise provided in a participant’s restricted stock unit award agreement or other written agreement with us, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.

Performance Awards

The 2021 Plan allows us to grant performance awards. A performance award is an award that may vest or may be exercised, or that may become earned and paid, contingent upon the attainment of pre-determined performance goals during a performance period. A performance award may require the completion of a specified period of continuous service. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by the Plan Administrator in its discretion. In addition, to the extent permitted by applicable law and the applicable award agreement, the Plan Administrator may determine that cash may be used in payment of performance awards.

Performance goals under the 2021 Plan are, for a performance period, the one or more goals established by the Committee. Restricted stockPlan Administrator for the performance period based upon the performance criteria that the Plan Administrator will select.

Performance goals may be based on a Company-wide basis, with respect to one or more business units, represent a promise to deliver shares of the Company’s common stock,divisions, affiliates or an amount of cashbusiness segments, and in either absolute terms or property equalrelative to the underlying shares, at a future date. The Committee will determine the number of shares subject to a restricted stock Award or restricted stock unit Award granted to any employee, consultant or director, and the other terms of the Award (including the purchase price, if any, and transfer restrictions).

In determining whether an Award of restricted stock or restricted stock units should be made, and/or the vesting schedule for any such Award, the Committee may impose whatever conditions to vesting as it determines to be appropriate or determine that fully-vested shares should be awarded. The Committee may, in its discretion, condition the vesting of any restricted stock or restricted stock units granted under the Plan on satisfaction of (i) any minimum period of continued employment or other continued service with the Company the Committee deems appropriate, or (ii) satisfactionperformance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Plan Administrator (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the Committee deems appropriate, or (iii) a combination of service vesting and satisfaction oftime the performance goals set byare established, the Committee. For example,Plan Administrator will appropriately make adjustments in the Committee may determine to grant an Awardmethod of restricted stock or restricted stock units that will vest only ifcalculating the participant continues employment and certainattainment of the performance goals establishedfor a performance period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated performance goals; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by us achieved performance objectives at targeted levels during the Committee are satisfied.

The Committee may also provide that Awardsbalance of restricted stock or restricted stock units include rightsa performance period following such divestiture; (8) to receive dividends or dividend equivalents based onexclude the amounteffect of dividends paid onany change in the outstanding shares of our Common Stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; (9) to exclude the Company’s commoneffects of stock provided that asbased compensation and the award of bonuses under our bonus plans; (10) to any dividend equivalent rights grantedexclude costs incurred in connection with an Award grantedpotential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; (11) to exclude the 2012 Incentive Plangoodwill and intangible asset impairment charges that is subjectare required to performance-based vesting requirements, no dividend equivalent payment will be made unlessrecorded under generally accepted accounting principles; and (12) to exclude the related performance-based vesting conditionseffects of the Award are satisfied (or,timing of acceptance for review and/or approval of submissions to the U.S. Food and Drug Administration or any other regulatory body. In addition, the Plan Administrator retains the discretion to define the manner of calculating the performance criteria it selects to use for a performance period and to reduce or eliminate the compensation or economic benefit due upon the attainment of any performance goal.

Other Awards

Other forms of awards valued in the case of a restricted stockwhole or similar Award where the dividend must be paid as a matter of law, the dividend payment will be subjectin part by reference to, forfeiture or repayment, as the case may be, if the related performance-based vesting conditions are not satisfied).

Cash Awards

Cash awardsotherwise based on, our Common Stock may be granted either alone or in addition to other awards under the 2021 Plan. Subject to the terms of the 2021 Plan, the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or in tandem withtimes at which such other awards will be granted, the number of shares of our Common Stock to be granted and all other terms and conditions of such other awards.

Clawback Policy

Awards granted under the 2012 Incentive Plan. After2021 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the Committee determineslisting standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, and any other clawback policy that it will offer a cash award, it shall advise the participant, by meansCompany adopts. In addition, the Board of Directors may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.

Changes to Capital Structure

In the event of certain capitalization adjustments, the Plan Administrator will appropriately and proportionately adjust: (i) the class(es) and maximum number of shares of our Common Stock subject to the 2021 Plan; (ii) the class(es) and maximum number of shares of our Common Stock that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of shares of our Common Stock and the exercise, strike or purchase price per share of our Common Stock subject to outstanding awards.

Corporate Transaction

The following applies to each outstanding award under the 2021 Plan in the event of a corporate transaction (as defined in the 2021 Plan and described below), unless provided otherwise in the applicable award agreement, in any other written agreement between a participant and the Company, or in any director compensation policy of the terms, conditions and restrictions related toCompany. For purposes of this Proposal 4, the cash award. The grant or vestingterm “Transaction” will mean such corporate transaction.

In the event of a cashTransaction, any awards outstanding under the 2021 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company) (such entity, the “acquiring entity”), and any reacquisition or repurchase rights held by us with respect to the award may be made contingent onassigned to the achievementacquiring entity. If the acquiring entity does not assume, continue or substitute for such awards, then with respect to any such awards that are held by participants who are employees or non-employee directors and, in each case, whose continuous service has not terminated prior to the effective time of the Transaction (such participants, the “current employee and director participants”), the vesting (and exercisability, if applicable) of such awards will be accelerated in full (and with respect to any such awards that are subject to performance-based vesting conditions or requirements, vesting will be deemed to be satisfied at the target level of performance goals established by the Committee. Nothing in the 2012 Incentive Plan prevents the Company from granting cash awards outsideas of the 2012 Incentive Plan indate of the Transaction) to a date prior to the effective time of the Transaction (contingent upon the effectiveness of the Transaction), and such awards will terminate if not exercised (if applicable) at or prior to the effective time of the Transaction, and any amountreacquisition or repurchase rights held by us with respect to any employee or other service provider.

Performance Goals

Awards undersuch awards will lapse (contingent upon the 2012 Incentive Plan may be made subject to performance conditions as well as time-vesting conditions. Awardseffectiveness of the Transaction). Any such awards that are intendedheld by persons other than current employee and director participants will terminate if not exercised (if applicable) at or prior to qualify as performance-based compensation under

Section 162(m)the effective time of the Internal Revenue CodeTransaction, except that any reacquisition or repurchase rights held by us with respect to such awards will not terminate and may include performance conditionscontinue to be exercised notwithstanding the Transaction.

In the event an award will terminate if not exercised at or prior to the effective time of a Transaction, the Plan Administrator may provide that are established and administeredthe holder of such award may not exercise such award but instead will receive a payment equal in accordance withvalue to the requirementsexcess, if any, of Section 162(m)(i) the value of the Internal Revenue Code and based on an objective formula or standard utilizingproperty the participant would have received upon the exercise of the award, over (ii) any exercise price payable by such holder in connection with such exercise.

Under the 2021 Plan, a “corporate transaction” generally means the consummation of any one or more of the following factors and any objectively verifiable adjustment(s) thereto permitted andpre-establishedevents: (1) a sale or other disposition of all or substantially all of our assets; (2) a sale or other disposition of at least 50% of our outstanding securities; (3) a merger, consolidation or similar transaction where the Company does not survive the transaction; or (4) a merger, consolidation or similar transaction where the Company does survive the transaction but the shares of our Common Stock outstanding immediately before such transaction are converted or exchanged into other property by the Committee in accordance with Section 162(m)virtue of the Internal Revenue Code: annual revenue, cash position, earnings per share, individual objectives, net income, operating cash flow, operating income, regulatory approvals, return on assets, return on investment, return on sales, stock price and total shareholder return. Performance goals may differ from participant to participant and from Award to Award.transaction.

Change of Control

InUnder the event of2021 Plan, a “change in control” generally means the occurrence of control” of the Company, the Committee may provide for the successor corporation to either assume or provide a substitute award for each outstanding stock option and stock appreciation right. If the successor corporation assumes or provides a replacement Award and the participant is terminated by the successor corporation for reasons other than “misconduct” during the12-month period following the change of control, then such participant’s options and stock appreciation rights will immediately vest and become exercisable as to all of the shares subject to such Award.

Additionally, in the event of a “change of control” of the Company, the Committee may provide for any vesting conditions or Company repurchase or reacquisition rights with respect to restricted stock and restricted stock units to be assigned to the successor corporation. In the event the successor corporation refuses to assume any such vesting conditions or repurchase or reacquisition rights, such vesting conditions or repurchase or reacquisition rights will lapse and the participant will be fully vested in such shares of restricted stock or restricted stock units. If the vesting conditions or repurchase or reacquisition rights are assigned to the successor corporation and the participant is terminated by the successor corporation for reasons other than “misconduct” during the12-month period following such change of control, then any vesting conditions or repurchase or reacquisition rights will lapse with respect to such participant’s restricted stock and restricted stock units (or the property for which the restricted stock and restricted stock units were converted upon the change of control) and the participant will be fully vested in such restricted stock and restricted stock units (or the property for which the restricted stock and restricted stock units were converted upon the change of control). The Committee may also provide in the Award agreement or other agreements that one or more Awards will be subject to different vesting rules than those described above in connection with a change of control of the Company.

Infollowing events: (1) the event the successor corporation refuses to assume the outstanding stock optionacquisition by any person, entity or SAR awards, or to provide substitute awards, the Committee may notify affected participants that the options or stock appreciation rights under the 2012 Incentive Plan will immediately vest and become exercisable as to allgroup of our securities representing more than 50% of the shares subject to such Award in connection with the transaction, and, in the Committee’s discretion, provide that any stock options and stock appreciation rights which have not been exercised by the effective date may be cancelled in exchange for the right to receive a cash payment from the Company equal to the excesscombined voting power of the value of the transaction consideration to be paid to shareholders over the exercise price for the option or stock appreciation rights, and that such options and stock appreciation rights will terminate upon the completion of the change of control and receipt of such cash payments. Similarly, if the successor corporation refuses to assumeour then outstanding restricted stock units or provide substitute awards, the Committee may provide that any outstanding restricted stock units be cancelled in exchange for the right to receive a cash payment from the Company equal to the excess of the value of the transaction consideration to be paid to shareholders in the transaction.

The Committee may provide for cash awards to be assumed or an equivalent cash award substituted by the successor corporation in the event of a “change of control.” In the event that the successor corporation refuses to assume or substitute for the cash award, the participant will become fully vested in the cash award. If the cash award is assumed or substituted for and within 12 months following the “change of control” the participant is terminated by the successor corporation for reasons other than “misconduct,” the participant will become fully vested in the cash award.

Limited Transferability of Awards

Awards granted under the 2012 Incentive Plan generally may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,securities, other than by willvirtue of a merger, consolidation, or by the applicable laws of descent and distribution. However, participants may,similar transaction; (2) a merger, consolidation or similar transaction in a manner specified by the Committee, transfer nonqualified stock options (a) pursuant to a court-approved domestic relations order relating to child support, alimony paymentswhich our shareholders immediately before such transaction do not own, directly or marital property rights and

(b) by bona fide gift to (1) a memberindirectly, more than 50% of the participant’s immediate family; (2)combined voting power of the surviving entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such transaction; (3) our shareholders approve or our Board of Directors approves our complete dissolution or liquidation, or our complete dissolution or liquidation otherwise occurs; (4) a trustsale, lease, exclusive license or other disposition of all or substantially all of our assets, other than to an entity, for the sole benefitmore than 50% of the participant and/combined voting power of which is owned by our shareholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction; or his(5) when a majority of our Board of Directors becomes comprised of individuals who were not serving on our Board of Directors on the date the 2021 Plan was adopted by our Compensation Committee (the “incumbent Board of Directors”), or her immediate family; (3)whose nomination, appointment, or election was not approved by a partnership, limited liability company or other entity whose members aremajority of the participant and/or his or her immediate family; or (4) certain limitedtax-qualified charities.incumbent Board of Directors still in office.

Amendment

Plan Amendments and Termination of the 2012 Incentive Plan

The Board generally mayPlan Administrator will have the authority to amend suspend or terminate the 2012 Incentive2021 Plan at any time and for any reason (subject to shareholder consenttime. However, except as may be required by applicable law). However,otherwise provided in the 2021 Plan, no amendment or termination of the 2012 Incentive2021 Plan may alter ormaterially impair thea participant’s rights of a participant with respect to an outstanding Award withoutunder his or her consent; provided that such consent shall not beoutstanding awards without the participant’s consent. We will obtain shareholder approval of any amendment to the 2021 Plan as required if the Board determines, in its sole and absolute discretion, that the amendment, suspension or termination (a) is required or advisable in order for the Company, the 2012 Incentive Plan or the Award to satisfyby applicable law to meet the requirements of any accounting standard or to avoid any adverse accounting treatment, or (b) in connection with any change of control event, is in the best interests of the Company or its shareholders.and listing requirements.

Unless terminated by the Board, the 2012 Incentive Plan does not have a term. However, no incentive stock option may be granted under the 2012 Incentive Plan after ten years from the latest date the Company’s shareholders approve the 2012 Incentive Plan, including any subsequent amendment or restatement of the 2012 Incentive Plan approved by the Company’s shareholders. Further, for awards to qualify as “performance-based compensation” for purposes of Code Section 162(m), the Company’s shareholders mustre-approve the material terms of the performance goals used under the 2012 Incentive Plan at least once every five years. Outstanding Awards generally will continue following the expiration or termination of the 2012 Incentive Plan until they expire pursuant to the terms of such Awards.

U.S. Federal Income Tax Consequences

The following is a brief summary of the generalprincipal United States federal income tax consequences to U.S. taxpayersparticipants and the Companyus with respect to participation in the grant, vesting and exercise of Awards granted under the 2012 Incentive2021 Plan. This summary doesis not purportintended to be completeexhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of a participant’s death, the tax consequencesgrant or exercise of an Award thataward or the disposition of stock acquired the 2021 Plan. The 2021 Plan is subject to but does not satisfyqualified under the deferred compensation rulesprovisions of Section 409A401(a) of the Internal Revenue Code orof 1986, as amended, (the “Code”) and is not subject to any of the tax lawsprovisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any locality, state or foreign country in which the participant may reside. Tax consequences for any particular individual may be different.

NonqualifiedStockOptions. Notax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options

Generally, there is recognized when a nonqualifiedno taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to a participant.or higher than the fair market value of the underlying stock on the grant date. Upon exercise, of a nonqualified stock option with respect to vested shares, the participant will recognize ordinary income in an amount equal to the excess, of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any taxable income recognized in connection with exercise of a nonqualified stock option would be added to the tax basis of the shares and, with respect to an employee, is subject to tax withholding by the Company. Any additional gain or loss recognized uponif any, later disposition of the shares would be either long-term or short-term capital gain or loss, depending on how long the stock was held.

IncentiveStockOptions. No taxable income is recognized when an incentive stock option is granted or exercised, although the excess (if any) of the fair market value of the shares atunderlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to his or her fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Incentive Stock Options

The 2021 Plan authorizes the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.

If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price paidof the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is treated asexercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an itemISO is increased by the amount of incomethe adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.

We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the provisions of Section 162(m) of the exercise,Code, and may subjectprovided that either the participantemployee includes that amount in income or we timely satisfy our reporting requirements with respect to alternative minimum tax. Alternative minimum tax is an alternative methodthat amount.

Restricted Stock Awards

Generally, the recipient of calculating the income tax that must be paid each year, which includes certain additional items of income and tax preferences and disallows or limits certain deductions otherwise allowable for regular tax purposes. Alternative minimum tax is payable only to the extent that the alternative minimum tax exceeds “ordinary” federal income tax for the year (computed without regard to certain credits and special taxes).

If the participant exercises the incentivea restricted stock option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise priceaward will be taxed as long-term capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of thetwo- orone-year holding periods described above, (a) if the sale price exceeds the exercise price, he or she generally will haverecognize ordinary income at the time of the salestock is received equal to the fair market value of the shares on the exercise date (or the sale price,excess, if less) minus the exercise price of the option, and the excess (if any) between the sales price and the fair market value of the shares on the exercise date will be taxed as capital gain or (b) if the sale price is less than the exercise price, the participant will recognize a capital loss equal to the difference between the exercise price and the sale price.

In the case of both nonqualified stock options and incentive stock options, special federal income tax rules apply if the Company’s common stock is used to pay all or part of the option exercise price, and different rules than those described above will apply if unvested shares are purchased on exercise of the option.

StockAppreciationRights. No taxable income is recognized when a stock appreciation right is granted to a participant. Upon exercise of a stock appreciation right, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any, shares received by the participant as of the payment date. Any additional gain or loss recognized upon any later disposition of the shares would be either long-term or short-term capital gain or loss, depending on how long the stock was held.

RestrictedStockandRestrictedStockUnits. No taxable income is generally recognized when restricted stock or restricted stock units are granted to a participant if the shares are subject to vesting requirements. Upon vesting (or at grant as to any shares that are vested at grant), the participant will generally recognize income in an amount equal to the excess of the fair market value of the sharesstock received over any amount paid by the participant paidrecipient in exchange for the shares.

A participant who receives unvested sharesstock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of restricted stock under a stock Award may make an election under Section 83(b) oftime in order to have the Code atright to sell the time of transfer ofstock), the shares torecipient generally will not recognize income based uponuntil the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of transfer. Any additionalthe restricted stock award, to recognize ordinary income, as of the date the recipient receives the restricted stock award, equal to the excess, if any, of the fair market value of the stock on the date the restricted stock award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss recognized upon any laterthe subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares would beplus any ordinary income recognized either long-term or short-term capital gain or loss, depending on how longwhen the stock was held.is received or when the stock becomes vested.

The ordinary income on an Award of restricted stock or restricted stock units recognized by an employee will be subject to tax withholding by the Company.

CashAwards. Upon receipt of cash, the recipient will have taxable ordinary income, in the year of receipt, equalSubject to the cash received. Any cash received by an employeerequirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will be subject to tax withholding by the Company.

TaxEffectfortheCompany. The Company generally will be entitled to a tax deduction in connection with an Award under the 2012 Incentive Plan in an amount equal to the taxable ordinary income realized by the recipient of the restricted stock award.

Restricted Stock Unit Awards

Generally, the recipient of a participantrestricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the participant recognizes such income (for example,stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exception to the requirements of Section 409A of the Code (including delivery upon achievement of a performance goal), in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the exercisesubsequent disposition of shares acquired from a nonqualifiedrestricted stock option). Special rules limitunit award will be the deductibility of compensationamount paid for such shares plus any ordinary income recognized when the stock is delivered.

Subject to the chief executive officer and to certainrequirement of reasonableness, the Company’s other executive officers. If compensation attributable to Awards to such individuals is not “performance-based” within the meaningprovisions of Section 162(m) of the Internal Revenue Code, and the Company may notsatisfaction of a tax reporting obligation, we will generally be permittedentitled to deducta tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

Stock Appreciation Rights

Generally, if a stock appreciation right is granted with an exercise price equal to or greater than the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

Section 162(m) Limitations

Under Section 162(m) of the Code, compensation paid to such individuals to the extentany publicly held corporation’s “covered employees” that aggregatenon-performance-based compensation exceeds $1,000,000$1 million per individual intaxable year for any tax year. Furthermore, if an Awardcovered employee is accelerated under the 2012 Incentive Plan in connection with a “change in control” (as this term is used under the Internal Revenue Code), the Company may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the Internal Revenue Code (and certain related excise taxes may be triggered).

Accounting Treatment

The Company will recognize compensation expense in connection withgenerally non-deductible. Awards granted under the 2021 Plan will be subject to the deduction limit under Section 162(m) of the Code. These awards will not qualify for the performance-based compensation exception under Section 162(m) of the Code pursuant to the transition relief provided by the Tax Cuts and Jobs Act.

New Plan Benefits under 2021 Plan

The following table sets forth certain information regarding future benefits under the 2021 Plan.

Securities Authorized for Issuance under Equity Compensation Plans

Our 2012 Incentive Plan, which is currently our only equity compensation plan, has been approved by our shareholders. The following table sets forth certain information as of December 31, 2020 with respect to the 2012 Incentive Plan:

PROPOSAL VI
RATIFICATION OF THE SELECTION OF MAYER HOFFMAN MCCANN P.C.
AS THE COMPANY’S INDEPENDENT AUDITORS

Summary

Mayer Hoffman McCann P.C. served as the Company’s independent auditors and independent registered public accounting firm for the completion of the Company’s audit for the year ended December 31, 2020. The Audit Committee has again approved the appointment of Mayer Hoffman McCann P.C. as the Company’s independent auditors for the year ending December 31, 2021 and the Board has further directed that the Company submit the selection of independent auditors and independent registered public accounting firm for 2021 for ratification by the shareholders at this Annual Meeting.

Representatives of Mayer Hoffman McCann P.C., who are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

Although ratification is not required by the Bylaws or otherwise, the Company is submitting the selection to its shareholders for ratification as a matter of good corporate practice and because the Company values its shareholders’ views. In the event the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different auditor/independent accounting firm at any time during the year if the Audit Committee feels that such a change would be in the Company’s and the Company’s shareholders’ best interests.

Mayer Hoffman McCann P.C. leases substantially all of its personnel, who work under applicablethe control of Mayer Hoffman McCann P.C. shareholders, from wholly owned subsidiaries of CBIZ, Inc., in an alternative practice structure.

Independent Auditors’ Fees and Services

The following table provides the aggregate fees billed for professional services rendered by the Company’s principal accountants, Mayer Hoffman McCann P.C. (“MHM”), in the categories indicated during each of the past two fiscal years ended December 31:

Substantially all MHM’s personnel, who work under the control of MHM shareholders, are employees of wholly-owned subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in an alternative practice structure.

Pre-Approval Policy

The Audit Committee approves in advance all audit and non-audit services to be performed by the Company’s independent registered public accounting standards.firm. The Company currently amortizes compensation expense associatedAudit Committee considers whether the provision of any proposed non-audit services is consistent with equity Awards over an Award’s requisite service periodthe Securities and establishesExchange Commission rules on auditor independence and has pre-approved certain specified audit and non-audit services to be provided by MHM for up to twelve (12) months from the fair valuedate of equity Awardsthe pre-approval. If there are any additional services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration.

Vote Required and Board of Directors’ Recommendation

Ratification of the selection of Mayer Hoffman McCann P.C. as the Company’s independent auditors for the year ending December 31, 2021 requires the affirmative vote of the holders of a majority of the shares of Common Stock voting on this Proposal VI in accordance with applicable accounting standards.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

RATIFICATION OF THE SELECTION OF MAYER HOFFMAN MCCANN P.C. AS THE COMPANY’S INDEPENDENT AUDITORS.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference in such filing.

The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2016,2020, and the notes thereto.

Review with Management

The Audit Committee reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 20162020 and the notes thereto. Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles.

Review and Discussions with Independent Registered Public Accounting Firm

The Audit Committee discussed with Mayer Hoffman McCann P.C. the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard 1301, which includes, among other items, matters related to the conduct of the audit of our financial statements.

The Audit Committee also received and reviewed written disclosures and the letter from Mayer Hoffman McCann P.C. as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with Mayer Hoffman McCann P.C. their independence from us.

Conclusion

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form10-K for the year ended December 31, 20162020 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee:

Charles L. Pope (Chair)

Dr. Frederick W. TellingAlan Dunton

Robert C. Koski (from June 30, 2021)

Dr. Alan Dunton

CORPORATE GOVERNANCE

Oragenics’ current corporate governance practices and policies are designed to promote shareholder value, and Oragenics is committed to the highest standards of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities. Our management oversees a system of internal controls and compliance with corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity. You can access information regarding our corporate governance practices on our web site at www.oragenics.com/governance.htmlhttps://ir.oragenics.com/governance-docs.

Corporate Governance Principles

Our Board has adopted Board of Directors Corporate Governance Policy, which sets forth the principles that guide the Board’s exercise of its responsibility to oversee corporate governance, maintain its independence, evaluate its own performance and the performance of our executive officers and set corporate strategy. Our Corporate Governance Policy, states that currently different individuals fill the roles of Chairman and Chief Executive Officer. Our Board first adopted thesemay refine our Corporate Governance Principles in December 2009 and may refine them from time to time. You can access our Corporate Governance Principles on our web site at www.oragenics.com/governance.html.https://ir.oragenics.com/governance-docs.

Code of Ethics/Standards of Business Conduct

It is our policy to conduct our operations in compliance with all applicable laws and regulations and to operate our business under the fundamental principles of honesty, integrity and ethical behavior. This policy can be found in our Company Operating Principles, which is applicable to all of our directors,Directors, officers and employees, and which complies with the SEC’sSecurities and Exchange Commission’s requirements and with listing standards of the NYSE MKTAmerican we have adopted.

Our Company Operating Principles are designed to promote honest and ethical conduct and compliance with all applicable laws, rules and regulations and to deter wrongdoing. Our Company Operating Principles are also aimed at ensuring that information we provide to the public (including our filings with and submissions to the SEC)Securities and Exchange Commission) is accurate, complete, fair, relevant, timely and understandable. Our Company Operating Principles can be accessed on our web site at www.oragenics.com/governance. We intend to disclose amendments to certain provisions of our Company Operating Principles, or waivers of such provisions granted to directorsDirectors and executive officers, on our web site in accordance with applicable SECSecurities and Exchange Commission requirements.

Independence of Directors

Our common stockCommon Stock is listed on a national securities exchange, the NYSE MKT.American. Accordingly, in determining whether our Directors are independent, we are required to comply with the rules of the NYSE MKT.American. We also expect to continue to comply with securities and other laws and regulations regarding the independence of directors, including those adopted under Section 301 of the Sarbanes-Oxley Act and Rule10A-3 under the Securities and Exchange Act of 1934 with respect to the independence of Audit Committee members. The NYSE MKTAmerican listing standards define an “independent director” generally as a person, other than an officer of a company, who does not, in the view of the company’s Board of Directors, have a relationship with the companyCompany that would interfere with the director’s exercise of independent judgment. As of June 24, 2016, theThe Board of Directors has affirmatively determined that each of the following directors, constituting a majority of the Board, is independent within the meaning of the NYSE MKTAmerican listing standards:

Dr. Frederick W. Telling

Charles L. Pope

Dr. Alan Dunton

As of June 24, 2016 the Board of Directors also determined that Robert Koski was no longer independent as a result of the consumer probiotic transaction with Christine Koski, his sister and former director.

Kimberly M. Murphy

Such independence definition includes a series of objective tests, including that the director is not an executive officer or employee of the company and has not engaged in various types of business dealings with us.the company. In addition, as further required by the NYSE MKTAmerican listing

standards, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Board Leadership Structure

We currently separate the positions of Chief Executive Officer and ChairmanChair of the Board. Since February 2011, Dr. Telling, one of our independent directors,Directors, has served as ournon-executive Chairman of the Board.Board and since May 2, 2021 as Executive Chairman due to the resignation of the Company’s President and Chief Executive Officer. The responsibilities of the ChairmanChair of the Board include: setting the agenda for each Board meeting, in consultation with the Chief Executive Officer;Officer or interim principal executive officer; presiding at executive sessions; facilitating and conducting, with the Nominating Committee, the annual self-assessments by the Board and each standing committee of the Board, including periodic performance reviews of individual directors;Directors; and conducting, with the Compensation Committee, a formal evaluation of the Chief Executive Officer and other executive officers in the context of the annual compensation review. The responsibility of the Executive Chairman includes providing leadership to the Company to enhance its effectiveness and performance and to advise the interim Principal Executive Officer on strategic initiatives, relationships with shareholders, including institutional investors, financial institutions, and analysts and serve in such capacity to carry out such functions on a temporary basis until the Board duly appoints a new President and Chief Executive Officer.

Separating the positions of Chief Executive Officer and ChairmanChair of the Board allows our Chief Executive Officer to focus on ourday-to-day business, while allowing the ChairmanChair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board believes that having an independent directorDirector serve as ChairmanChair of the Board is the appropriate leadership structure for the Company at this time and demonstrates our commitment to good corporate governance.

In addition, as described in more detail below, our Board has three standing committees, each chairmanchair and each member of which is an independent director.Director. Our Board delegates substantial responsibility to each Board committee, which reports their activities and actions back to the Board. We believe that our independent Board committees and their chairmenchairs are an important aspect of our Board leadership structure.

Risk Oversight

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management. With the oversight of our Board, our officers are responsible for theday-to-day management of the material risks Oragenics faces. In its oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The involvement of the Board in setting our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk and its determination of what constitutes an appropriate level of risk for Oragenics. The Board regularly receives updates from management and outside advisors regarding certain risks the Company faces, including potential litigation and various operating risks.

In addition, our Board committees each oversee certain aspects of risk management. For example, our Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of our risk-related internal controls, and internal investigations; our Compensation Committee oversees risks related to compensation policies and practices; and our Nominating Committee oversees governance related risks, such as Board independence and conflicts of interest, as well as management and directorDirector succession planning. Our Board committees report their findings to the Board.

Senior management attends Board and Board committee meetings and is available to address any questions or concerns raised by the Board on risk management-related and any other matters. The Board holds periodic strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the Company.

Meetings of the Board of Directors and Committees

BoardofDirectors. Our property, affairs and business are under the general management of our Board of Directors as provided by the laws of the State of Florida and our Bylaws. The Board of Directors conducts its business through meetings of the full Board and through committees of the Board. The Board of Directors has appointed standing Audit, Compensation and Nominating Committees of the Board of Directors. The Board periodically reviews the size of the Board and recommends any changes it determines to be appropriate given our needs. Under our Bylaws, the number of members on the Board may be increased or decreased by resolution of the Board.

The Board currently consists of five members. The Board has no formal policy regarding board member attendance at the Annual Meeting.Meeting of Shareholders. All of our existing Directors attended the prior year’s annual meeting and all of our Directors are expected to attend the current Annual Meeting.Meeting of Shareholders wither in person or telephonically. The Board of Directors met or unanimously consented to resolutions twelve24 times during the year ended December 31, 20162020 (“Fiscal 2016”2020”). All Directors with the exception of Dr. Dunton, attended at least 75% of the aggregate number of meetings of the Board of Directors and Committees during Fiscal 2016.2020. In conjunction with regularly scheduled meetings, our “independent” Directors met in separate executive sessions.

AuditCommittee: The Audit Committee members currently consist of Mr. Charles Pope, Dr. Frederick TellingRobert Koski and Dr. Alan Dunton with Mr. Pope serving as Chairman. The Board has affirmatively determined that each such person met the independence requirements for audit committee purposes based on the more stringent independence standards imposed by applicable NYSE MKTAmerican and SECSecurities and Exchange Commission rules. In addition, the Board of Directors has determined that Mr. Pope is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of RegulationS-K promulgated under the Securities and Exchange Act of 1934. In March 2004, the Audit Committee adopted a written charter which was modified on April 24, 2007 and on December 29, 2009.2009 and December 2019. The Company believes that its Audit Committee Charter complies with the requirements related to Sarbanes-Oxley and a current copy of the Audit Committee Charter is available on our website atwww.oragenics.com. The Audit Committee met or unanimously or consented to resolutions six6 times during Fiscal 2016.2020.

The Audit Committee has the sole authority to engage and discharge, review the independence, qualifications, activities and compensation of the Company’s independent registered certified public accountants. The Audit Committee reports to the Board the appointment of the independent registered certified public accountants. The Audit Committee must assure regular rotation of the lead and concurring audit partners. The Audit Committee is responsible for the oversight of the Company’s financial policies, control procedures, accounting staff, and reviews and approves the Company’s financial statements. The Audit Committee is responsible for the review of transactions between the Company and any Company officer, Director or entity in which a Company officer or Director has a material interest. The Audit Committee must develop and maintain procedures for the submission of complaints and concerns about accounting and auditing matters. The Audit Committee must assure CEO and CFO certifications meet their obligations by performing a review and evaluation of the Company’s disclosure controls and procedures. The Audit Committee has the authority to engage the services of an outside advisor when required. The Audit Committee must receive reports from the independent registered certified public accountants on critical accounting policies, significant accounting judgments and estimates,off-balance sheet transactions andnon-Generally Accepted Accounting Principles financial measures.

CompensationCommittee: The Compensation Committee consists of directorsDirectors Dr. Alan Dunton, Dr. Frederick Telling, Ms. Kimberly Murphy and Mr. Charles Pope with Dr. Dunton serving as Chairman. The Board has determined that each current member of the Compensation Committee meets the applicable requirements for independence. None of the Compensation Committee members has ever been an officer or employee of the Company. The Compensation Committee is responsible for establishing the compensation of the Company’s Directors, Chief Executive Officer and all other executive officers, including salaries, bonuses, severance arrangements, and other executive officer benefits. The Committee also administers the Company’s various incentive and stock option plans and designates both the persons receiving awards and the amounts and terms of the awards. The Compensation Committee adopted a charter in March 2004 to outline its compensation, benefits and management development philosophy and to communicate to shareholders the Company’s compensation policies and the reasoning behind such policies as required by the Securities and Exchange Commission. The Charter was modified on April 24, 2007, on December 29, 2009 and again on June 6, 2013.2013 and December 2019. A current copy of the compensation CommitteeCompensation Committee’s charter is available on our website atwww.oragenics.com. The Compensation Committee met fouror unanimously consented to resolutions 3 times during Fiscal 2016.2020.

NominatingCommittee: The Nominating Committee consists of directorsDirectors Charles Pope, Dr. Alan Dunton and Dr. Frederick TellingMs. Kimberly Murphy with Mr. Pope serving as Chairman. The Board has determined that each current member of the Nominating Committee meets the applicable requirements for independence. The Nominating Committee met three2 times during Fiscal 2016.2020. The Board adopted a nominating committee charter. The charter was updated on February 12, 2014.2014 and December 2019. A current copy of the Nominating Committee’s charter is available on our website. In addition to recommending candidates to the Board for election at the Annual shareholder Meeting, the Nominating Committee oversees the evaluation of the boardBoard as a whole and its committees, as well as individual evaluations of those directorsDirectors who are being considered for possiblere-nomination to the board.Board. The evaluation process occurs annually and has, to date, been informal.

The Nominating Committee has not established specific minimum age, education, and years of business experience or specific types of skills for potential directorDirector candidates, but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership. The Nominating Committee also believes it is appropriate for a member of the Company’s management to participate as a member of the Board of Directors, although at present no such management member serves on the Board of Directors. The Nominating Committee will consider as candidates for directorDirector individuals who possess a high level of ethics, integrity and values, and who are committed to representing the long-term interests of our shareholders. Such candidates must be able to make a significant contribution to the governance of the Company by virtue of their business and financial expertise, educational and professional background. The business discipline that may be sought at any given time will vary depending on the needs and strategic direction of the Company, and the disciplines represented by incumbent directors.Directors. In evaluating candidates for nomination as a director,Director, the Nominating Committee will also consider other criteria, including geographical representation, independence, practical wisdom, mature judgment and having sufficient time to devote to the affairs of the Company in order to carry out the responsibilities of a director.Director. One or more of our directorsDirectors is required to possess the education or experience required to qualify as an audit committee financial expert as defined in the applicable rules of the Securities and Exchange Commission. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board of Directors and the Nominating Committee believe that it is essential that the members of the Board of Directors represent diverse viewpoints and a diverse mix of the specific criteria above. The entire Board of Directors is polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees.

ShareholderRecommendationofNominees. The Board does not currently have a policy with regard to the consideration of any Director candidates recommended by security holders. Given the Company’s current size, stage of development, and size of the Board, the Board believes that it is not currently appropriate to establish a separate policy for security holders to submit such recommendations. Notwithstanding the lack of a formal policy regarding security holder nominations, the Board may from time to time consider candidates proposed for consideration for service on the Company’s Board by security holders. The Nominating Committee will consider qualified directorDirector nominees recommended by shareholders when such recommendations are submitted in accordance with applicable law, rule or regulation regarding directorDirector nominations. Shareholders may submit candidates for nomination to our Board of Directors by writing to: Nominating Committee of the Board of Directors, Oragenics, Inc., 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634.

When submitting a nomination to us for consideration, a shareholder must provide certain information about each person whom the shareholder proposes to nominate for election as a director,Director, including: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of our capital stock owned beneficially or of record by the person; and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directorsDirectors pursuant to Section 14 of the Securities Exchange Act of 1934, or the Exchange Act, and the rules and regulations promulgated thereunder. Such notice must be accompanied by the proposed nominee’s written consent to be named as a nominee and to serve as a directorDirector if elected. The Board has not set any specific minimum qualifications that must be met by a nominee presented for consideration to the Board by a security holder. A Board member may become aware of a potential nominee and present such nominee to the full Board for consideration at a Board meeting. The Board would evaluate the candidate and determine whether such person should be considered for Board service based on a variety of criteria including but not limited to, whether the individual has experience in the Company’s industry, potential conflicts, and the person’s ability to work with existing Board members and expected contributions. The Board would evaluate a nominee submitted by a security holder in the same or similar manner as one recommended by the Nominating Committee.

Direct Shareholder Communication to Board Members

The Company does not currently have a formal process for direct security holdershareholder communications to the Board. The basis for the Board’s view 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 limited financial and personnel resources, the Company’s stage of operations and development and the ability for security holdersshareholders to communicate with Board members informally.

Shareholders with questions about the Company are encouraged to contact the Company’s Corporate Secretary. However, if shareholders feel their questions have not been addressed, they may communicate with the Company’s Board of Directors by sending their communications to an individual director(s)Director(s) or to the Company’s Board of Directors, c/o Corporate Secretary, Oragenics, Inc., 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634. All shareholder communications received by the Company’s Corporate Secretary in this manner will be delivered to the individual director(s)Director(s) or to the Company’s Board of Directors.

The Chairman of the Board of Directors, Dr. Frederick Telling, is an independent directorDirector and has been designated by the Board of Directors to preside at the executive sessions of the independent directors.Directors. If interested parties wish to make a concern known to the independent directors,Directors, they may do so in a writing addressed to the Chairman of the Board, Oragenics, Inc., 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634.

Director Compensation

The Director Compensation program for 20162020 consisted of the following:

Non-employee directors

CashCompensation. The Director compensation program for 20162020 provided that allnon-employee Directors would receive an annual base fee for service on the Board of $45,000. In addition, the Chairperson of the Board and of our Audit Committee, Compensation Committee and Nominating Committee would also receive annual fees of $40,000, $20,000, $15,000 and $10,000 respectively. Allnon-employee Directors serving on our Audit Committee, Compensation Committee and Nominating Committee (other than as the Chairperson) would receive an annual fee of $10,000, $7,500, and $5,000, respectively, in connection with such committee service. In addition, from time to time, the Board may establish special committees and in connection therewith determine the cash compensation that would be paid to the directors serving on a special committee at the time of the establishment of such committee. All fees for Board service are to begenerally paid on or before the last business day of each quarter.

The Board is expecting to meetin-person for a minimum of sixfour meetings each year. To the extent, the Board meets in excess of sixin-person meetings an additional per meeting fee would also be considered to be paid to each director by the Board for such additionalin-person meeting. To the extent the Board determines to establish a special committee or a special committee was previously established and continues to function, the Board would determine the cash compensation payable to each director serving on any such special committee.

Our Compensation Committee and our Board of Directors use market data as one means of evaluating and establishing Board remuneration. In 2019 and 2020, the Compensation Committee engaged Korn Ferry, as a compensation consultant to advise the Compensation Committee. Korn Ferry advises the Compensation Committee on matters related to executive compensation, board remuneration and related governance matters.

Equity Compensation-New Director. Compensation-NewDirector.Equity compensation is issued to Directors upon joining our Board.Non-employee Directors receive a stock option for the purchase of 5,000 shares of our common stock atCompany’s Common Stock equating to $60,000 with an exercise price per share equalset as the Closing price of the Company’s Common Stock on the day immediately prior to the fair market value per share on date they became a Director,appointment to the Board, which will immediately vest and be exercisable for ten years, subject to early termination under the terms of the 2012 Equity Incentive Plan (the “Plan”).Plan. If new directors join the Board before July 1 of the calendar year, they would receive 100% of the value; 50% of such total value if they join between July 1 and October 1; and 25% of such total value if they join after October 1 in a calendar year.

AnnualEquityCompensationAwards. On February 15, 2016, the Board approved asAs part of the Director Compensation Program (a) aneach non-employee director receives equity awards under the 2012 Incentive Plan. In 2020 at the time of determining such annual stock optionequity award to acquire 80,000the Board considered the view of its compensation consultant Korn Ferry and revised its annual equity awards from 4,000 shares of our commonrestricted stock for each director, and (b)an award of 8,000 stock options to an annual award of 40,000 sharesstock options which was based upon a value of restricted common$75,000 and equated to 156,540 stock for each director, vesting evenly over the four quarters of the year. These equity awards would be made under our Plan. Consistent with the foregoing, on February 15, 2016 the Board approved stock option awards in the amount of 80,000, to each of the Company’snon-employee directors,options which were awarded under the Company’s 2012 Equity Incentive Plan at an exercise price of $0.84$0.48 per share, the closing price on the February 16, 2016, the date of grant. In addition, each of the Company’snon-employee directors were also awarded 40,000 restricted shares of Company common stock under the Company’s 2012 Equity Incentive Plan of which 10,000 restricted shares vested at the end of each calendar quarter in 2016.5, 2020. The options are subject to

time-based vesting in equal annual installments over atwo-year period on the first and second anniversaries of the date of the grant, provided that the recipient remains a director through the vesting dates.vested immediately. The stock option and restricted stock awards are subject to the standard terms and conditions of ourthe Company’s form of stock option and restricted stock agreementsagreement which includeincludes earlier vesting upon a change in control.control of the Company.

On February 9, 2017, the Board approved an award of 40,000 restricted shares under the 2012 Equity Incentive Plan vesting evenly over the ensuing four quarters to eachnon-employee director. The award of stock options, as part of our Director Compensation Program fornon-employee directors, however, was delayed until such time as Proposal IV could be submitted to, and approved by, our shareholders.

DiscretionaryAwards. As part of the Director Compensation Program, the Board may also make discretionary equity-based awards from time to time under our 2012 Incentive Plan. On February 5, 2020, the Board considered the view of its compensation consultant, Korn Ferry, and made a discretionary retention stock option award in the amount of 156,540 shares which would vest on the first anniversary of the grant date provided that the recipient remains a director of the Company through the vesting date.

Minimumdollarvaluestockownershiprequirements. Eachnon-employee director receiving the above equity basedequity-based awards will be subject to a minimum dollar value stock ownership holding requirement with respect to the awards received as well as all prior equity awards under the 2012 Equity Incentive Plan which requirement is intended to align the ability to sell shares with the performance of the Company’s stock price. Thenon-employee Directors will each be subject to a minimum dollar value stock ownership requirement equal to six times the annual Board retainer ($270,000) below which dollar threshold they would be precluded from selling shares of Company stock acquired from the Company under its 2012 Equity Incentive Plan.

Reimbursement of Expenses. ofExpenses.Non-employee Directors are also reimbursed for expenses incurred in connection with their attendance at Board or committee meetings and reasonableout-of-pocket business expenses associated with their Board service.

Long-term Incentive Compensation. IncentiveCompensation.The Company did not have a Long TermLong-Term Incentive Compensation plan in place performance in 20162020 for itsNon-Employee Directors.

The following table sets forth the compensation of ournon-employee Directors in 2016. For Dr. Joslyn, our Chief Executive Officer and only management director, no separate compensation is paid for his service as a director. For a summary of Dr. Joslyn’s compensation see the Summary Compensation Table.2020.

Director Compensation Table

Employee Directors

The Director compensation programCompensation Program provides that employee Directors receive no additional compensation in connection with their board service. There was one employee Director in 2016.

EXECUTIVE COMPENSATION

Compensation Practices and Risk

The following “Compensation Discussion and Analysis” section describes generally our compensation policies and practices that are applicable for executive and management employees. We use common variable compensation designs across all of our business units and divisions, with a significant focus on corporate and business financial performance as generally described in this Proxy Statement.

Compensation Discussion and Analysis

Throughout this

This section explains the objectives of the Proxy Statement, the individuals who served as the Company’s chiefour named executive officer compensation program, the compensation decisions we made with respect to compensation for our fiscal year ended December 31, 2020, and chief financial officer, as well as the other individualsfactors we considered in making those decisions, and focuses on the compensation of officers who our “named executive officers” included in the Summary Compensation Table herein, are referred to as the “named executive officers.”herein:

Overview of Compensation Program

The Compensation Committee of the Company’sour Board of Directors is responsible for establishing and evaluating the Company’sour policies governing the compensation of itsour executive officers, including its named executive officers. The Compensation Committee reviews and proposes recommendations to the Board of Directors regarding the compensation to be paid to the Chief Executive Officer. In addition, the Compensation Committee reviews and approves the compensation to be paid to all other executive officers. The Compensation Committee ensures that the total compensation paid to the Company’sour executive officers is fair, reasonable and competitive.

Clawback Policy

In order to further align management’s interests with those The Compensation Committee has, in the past, at times included the other members of shareholders and to support the Company’s governance practices, theour Board of Directors adoptedin its deliberations regarding the salaries of our named executive officers.

At our 2020 Annual Meeting of Shareholders, on an advisory basis, a recoupment policy applicable to annual bonuses and other short-term and long-term incentivemajority of the shareholders who voted on this matter approved the compensation based on financial targets (“Incentive Compensation”) received by current and formerof our named executive officers as disclosed in our 2020 Proxy Statement. The Compensation Committee believes the views of our shareholders are an important consideration when making decisions regarding our compensation program and will continue to take the views of our shareholders into consideration when assessing our compensation program and making decisions related to the structure and amount of pay.

Business Highlights

This past year was significant for the Company as we transitioned to the development of the Company and such other senior executives/employeesTerra CoV-2 immunization product candidate to combat the novel coronavirus pandemic. Our compensation program in 2020 reflects the challenges associated with designing a compensation program at the beginning of the Company who may from time to time be deemed subjectyear in light of the efforts directed at the enrolment in a clinical trial and then transitioning to the policy by the Board of Directors (“Covered Executive”). The policy provides that if, as a resultdevelopment of a restatement ofvaccine. Despite such challenges, the Company’s financial statements dueCompensation Committee remains committed to the Company’s material noncompliancea philosophy which strongly aligns pay with any financial reporting requirement under the securities laws, a Covered Executive received more Incentive Compensation than the Covered Executive would have received absent the incorrect financial statements, the Company shall recover said excess Incentive Compensation (defined as the excess of (i) the actual amount of Incentive Compensation paid to the Covered Executive over (ii) the Incentive Compensation that would have been paid based on the restated financial results during the three-year period preceding the date on which the Companydemonstrated performance, and is required to prepare such restatement). The policy also provides that if the Board of Directors makes a determination in its sole discretion that a Covered Executive engaged in Misconduct (as defined below), the Board of Directors may require reimbursement or forfeiture of all or part of the Incentive Compensation received by the Covered Executive. The Board of Directors may use its judgment in determining the amount to be recovered. Misconduct is defined as (i) conviction of a felony, (ii) material breach of any agreement with the Company, (iii) material breach of any Company policy or code, (iv) act of theft, embezzlement or fraud, (v) misrepresentation or misstatement of financial or performance results, and (vi) any other act or eventconfident that the Boarddecisions made are reflective of Directors has determined that recoupment is appropriate.this overarching philosophy.

Compensation Objective

The Company’s

Our named executive compensation programs are designed to achieve the following objectives:

Role of Others in Compensation Decisions

The Compensation Committee makesof our Board of Directors has the primary responsibility for determining compensation of our named executive officers. Our Compensation Committee recommends the compensation of our Chief Executive Officer and determines all compensation matters for our named executive officers, including base salary, bonuses, and equity compensation. Our Board of Directors, after considering the recommendations of the decisionsCompensation Committee, makes the final determination with respect to the compensation received byof our Chief Executive Officer. Utilizing input from our Chief Executive Officer, the Company’sCompensation Committee makes an independent decision on compensation for each other named executive officers, other than the Company’s chiefalthough our Compensation Committee has, on occasion, submitted its compensation determinations for named executive officer which the Committee reviews and proposes recommendationsofficers to theour full Board of Directors.Directors for its approval.

Role of Compensation Consultant

Our Compensation Committee is authorized to engage a compensation consultant or other advisors to review our executive officers’ compensation, including a benchmarking analysis against the compensation of executive officers at comparable companies, to ensure that our compensation is market competitive, with the goal of retaining and adequately motivating our senior management. In March 2019 and January of 2020, our Compensation Committee retained Korn Ferry as a compensation consultant (“Korn Ferry”) to assess our current compensation programs and provide recommendations for continued improved alignment of the programs with our compensation philosophy and goals and to review and make recommendations regarding our executive and director compensation for 2019 and 2020.

Our Compensation Committee regularly evaluates the performance of its compensation consultant, considers alternative compensation consultants, and has the final authority to engage and terminate such services. The Compensation Committee meets outsidehas assessed the presenceindependence of allKorn Ferry pursuant to SEC rules and the applicable listing standards of the Company’sNYSE American and concluded that no conflict of interest exists that would prevent Korn Ferry from serving as an independent consultant to our Compensation Committee.

During 2019 and 2020, Korn Ferry attended meetings of our Compensation Committee (both with and without management present) and provided the following services:

Benchmarking in the Context of Our Other Executive Compensation Principles

Our Compensation Committee reviews the compensation of similarly-situated executive officers at companies that we consider to consider appropriate compensation recommendations forbe our peers, taking into consideration the Company’s chief executive officer. For all otherexperience, position and functional role, level of responsibility and uniqueness of applicable skills of both our executive officers and those of our peers, and the demand and competitiveness for attracting and retaining an individual with each executive officer’s specific expertise and experience. While this analysis is helpful in determining market-competitive compensation for senior management, it is only one factor in determining our executive officers’ compensation, and our Compensation Committee meets outsideexercises its judgment in determining the presencenature and extent of allits use.

For purposes of comparing our executive officers except forcompensation against the Company’s chief executive officer. The Company’s chief executive officer periodically reviews each of the other executive officers’ performance with the Compensation Committee and makes recommendations to the Compensation Committee with respect to any appropriate changes in base salary, bonus and grants of long-term equity incentive awards for the executive officers, excluding himself. Based in part on these recommendations and other considerations, thecompetitive market, our Compensation Committee reviews and approves suchconsiders the compensation arrangementslevels and practices of a group of comparable biotechnology companies. The companies in this compensation peer group for 2019 and 2020 were selected by our Compensation Committee in March 2019 and reviewed in January 2020, in consultation with Korn Ferry, on the basis of their similarity to us in terms of size, market capitalization, stage of development, research and development spend, industry sector, business strategy, and number of employees.

To analyze the compensation practices of the Company’scompanies in our compensation peer group, Korn Ferry gathered data from public filings (primarily proxy statements) and from other sources. This market data was then used as a reference point for our Compensation Committee to assess our current compensation levels in the course of its deliberations on forms and amounts of compensation. Given our objective of attracting, retaining, motivating, and rewarding a highly-skilled team of executive officers and other thanemployees, we aim to deliver a total compensation package that is within a competitive range around the Company’s chief executive officer. The Compensation Committee also annually analyzes the chief executive officer’s performance and determines his salary, annual cash bonus and grants of long-termmedian as compared to peers, with an emphasis on equity incentive awardscompensation so as to more effectively tie our named executive officers and makes recommendationsemployees’ interests to the Boardthose of Directors. Theour shareholders. In light of this, when undertaking its competitive analysis, our Compensation Committee reviews and makes recommendationdata pertaining to the Board of Directors regarding all new25th, 50th and 75th percentiles for base salary, total cash compensation (base salary plus annual bonus) and equity related incentive plans for senior management.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

Thecompensation. This competitive analysis is one factor, among others, taken into account by our Compensation Committee also considersin assessing current compensation levels and recommending changes to compensation or additional awards of equity. Our Compensation Committee expects to review our compensation peer group at least annually and make adjustments to its composition, taking into account changes in both our business and the resultsbusinesses of the Company’s most recent shareholder advisory vote on executive compensation. Atcompanies in the 2016 Annual Meeting,peer group.

Our Compensation Committee believes that, given the Company’s shareholders voted overwhelmingly in favor of the compensationcompetitiveness of our namedindustry and our Company culture, our base compensation, annual cash bonuses and equity programs are flexible enough to reward the achievement of clearly defined corporate goals and are sufficient to retain our existing executive officers: approximately 85.4%officers and to hire new executive officers with the appropriate qualifications and experience.

Elements of the shares outstanding voted in favor of the program. In light of these results, the Compensation Committee decided to continue to include in the 2016 executive compensation program all of the features previously approved by the Company’s shareholders. The Board of Directors previously determined that future shareholder advisory votes on executive compensation will be submitted to shareholders of the Company annually until the next required advisory vote on the frequency of conducting advisory votes on executive compensation.

2016Named Executive Compensation Components

For the fiscal year ended December 31, 2016,2020, the principal components of compensation for the Company’sour named executive officers were:consisted of:

Annual Base Salary

Base salary is designed to attract and retain experienced

We provide our named executive officers who can drive the achievement of

the Company’s goals. While the initialwith base salary to compensate them for services rendered during the Company’syear. Generally, the base salaries reflect the experience, skills, knowledge and responsibilities required of each executive officers was determined by an assessment based uponofficer, and reflect our executive officers’ overall performance and contributions to our business.

During its review of base salaries for executives, the responsibilitiesCompensation Committee primarily considers:

Salary levels are considered annually as part of the position, the expected contributioncompany’s performance review process. Merit-based increases to salaries are based on management’s assessment of the positionindividual’s performance, the recommendations made by the Chief Executive Officer to our business, the experienceCompensation Committee, and skill required for the position, and competition in the marketplace for the talent; thecomparative compensation at peer companies. The factors used in determining increases in base salary include individual performance, changes in role and/or responsibility and changes in the competitive market environment. The Compensation Committee periodically reviews the base salary for each executive officer.

Annual Incentive Bonuses

We provide an opportunity for each of our named executive officers to receive an annual incentive bonus based on the satisfaction of individual and company objectives established by our Board of Directors, or if no objectives are established at the discretion of the Committee. These incentives are paid in cash. For any given year, these objectives may include individualized goals or company-wide goals that relate to operational, strategic or financial factors such as progress in developing our product candidates, achieving certain manufacturing, intellectual property, clinical and regulatory objectives, and raising certain levels of capital.

2020 Bonus Plan

The Company established a formal performance basedperformance-based bonus targets for its named executive officers. Seeofficers in 2020 (the “2020 Bonus Plan”). The percentages were weighted for purposes of determining bonuses, if any, for the Company’s executive officers with respect to 2020 performance. Under such cash bonus program, Dr. Joslyn, Mr. Sullivan, and Dr. Handfield were eligible for cash bonuses of up to 50%, 35% and 25% of their respective base salaries, or $183,750, $80,483, and $51,345 respectively, (each a “Bonus Plan 2016” below for a descriptionTarget”).

The bonuses payable to Dr. Joslyn were to be based upon the achievement of the bonusfollowing objectives:

(i) Up to 60% of the Bonus Target for objectives related to AG013 clinical trials and development strategy;

(ii) Up to 25% of the Bonus Target for financial performance objectives relating to the Company raising capital; and

(iii) Up to 15% of the Bonus Target for administrative and management matters.

The bonuses payable to Mr. Sullivan were to be based upon the achievement of the following objectives:

(i) Up to 80% of the Bonus Target for financial performance objectives including the Company’s raising capital, budgeting and regulatory compliance;

(ii) Up to 10% of the Bonus Target for initiatives regarding Company development opportunities; and

(iii) Up to 10% of the Bonus Target for administrative and management matters.

The bonuses payable to Dr. Handfield were to be based upon the achievement of the following objectives:

(i) Up to 50% of the Bonus Target for objectives related to lantibiotic program developments, including toxicology study and manufacturing;

(ii) Up to 25% of the Bonus Target for 2016. Discretionarystrategic initiatives on collaboration development opportunities including diligence; and

(iii) Up to 20% of the Bonus Target for financial performance objectives relating to grant funding; and

(iv) Up to 5% of the Bonus Target for administrative and management matters.

The executive officers’ actual bonuses for fiscal year 2020 were eligible to exceed 100% of their 2020 Bonus Target percentage in the event performance exceeded the predetermined goals and/or upon the achievement of other specified goals, including stretch goals. Payment of bonuses to the Company’s executive officers under the 2020 Bonus Plan and the actual amount of such bonus, if any, were subject to the discretion of the Committee.

Equity Incentive Compensation

We believe that successful long-term corporate performance is more likely to be achieved with a corporate culture that encourages a long-term focus by our named executive officers and other employees through the use of equity awards, the value of which depends on our stock performance. We established our 2012 Equity Incentive Plan, as amended to provide all of our employees, including our named executive officers, with incentives to help align our employees’ interests with the interests of our shareholders and to enable them to participate in the long-term appreciation of our shareholder value. Additionally, equity awards provide an important retention tool for all employees, as the awards generally are subject to vesting over an extended period of time based on continued service with us.

We typically grant equity awards in connection with hiring a new employee. In addition, equity awards may also be consideredgranted for performance annually at, or soon after, the end of each year, depending on position, performance and tenure at the Company.

The determination of whether to grant stock options, as well as the size of such grants, to our named executive officers involves assessments by the Compensation Committee and recommendedour Board of Directors and, with respect to named executive officers other than himself, our Chief Executive Officer. Generally, annual equity awards are driven by our desire to retain and motivate our named executive officers, and we consider individual performance and contributions during the preceding year to the extent the Compensation Committee and our Board of Directors believe such factors are relevant. As with base salary and cash bonuses, in evaluating and determining stock option grants to our named executive officers, the Compensation Committee and our Board of Directors also considers publicly available data prepared by Korn Ferry at the discretionrequest of the Compensation Committee from other similar clinical stage companies identified by the Compensation Committee.

We currently grant stock options or stock awards to new employees when they join our Company based upon their position with us and their relevant prior experience. The range of options that can be granted to employees is prescribed in a schedule based on employee’s title and position. The awards granted by the Compensation Committee generally vest over time during the ten-year option term (although some previously granted awards vest immediately), or upon the achievement of certain milestones. Unless otherwise agreed to by us with respect to a termination without “cause” or for approval by“good reason,” vesting and exercise rights generally cease upon termination of employment, except in the case of death (subject to a one-year limitation), disability or retirement. Prior to the exercise of an option, the holder has no rights as a shareholder with respect to the shares subject to such option, including voting rights or the right to receive dividends or dividend equivalents. In addition to the initial option grants, our Compensation Committee may grant additional options to retain our employees and reward, or provide incentive for, the achievement of corporate goals and strong individual performance. Our Board of Directors.Directors has not granted our Chief Executive Officer the discretion to grant options to non-executive employees upon joining our Company, or to make grants during each annual non-executive employee review cycle.

Long-Term Equity Incentive

It is our policy to award stock options at an exercise price equal to the closing price on the NYSE American Market of our Common Stock on the date of the grant. For purposes of determining the exercise price of stock options, the grant date is deemed to be the later of the first day of employment for newly hired employees, or the date on which the Compensation Committee approves the stock option grant.

The Company

We have no program, practice or plan to grant stock options, in coordination with the release of material nonpublic information. We also have not timed the release of material nonpublic information for the purpose of affecting the value of stock options or other compensation, and we have no plan to do so. We do, however, have a policy regarding the adjustment or recovery of stock option awards long-term equity incentivein connection with the restatement of our financial statements, as our stock option awards have not been tied to executive officers, including the achievement of specific financial statement goals.

Other Compensation

Other aspects of compensation applicable to our named executive officers as part of its total compensation package. These awards are consistent with the Company’s pay for performance principles and align the interestsconsist of the executive officers to the interests of the Company’s shareholders. The Compensation Committee reviews and approves the amount of each award to be granted to each named executive officer. Long-term equity incentive awards are made pursuant to the 2012 Equity Incentive Plan.following:

The Company’s long-term equity incentives are currently in the form of options to acquire its common stock. Stock option awards provide the Company’s executive officers with the right to purchase shares of its common stock at a fixed exercise price for a period of up to ten years under the 2012 Equity Incentive Plan. Stock options are granted under the 2012 Equity Incentive Plan at a price not less than the prevailing market value at the time of grant and will have realizable value only if the Company’s stock price increases. Stock options are earned on the basis of continued service to the Company and generally vest over a number of years or based upon other specific performance based criteria.

The Company’s long-term equity incentive also can be in the form of restricted share awards of the Company’s common stock under the 2012 Equity Incentive Plan. Restricted stock awards provide the Company’s executive officers with the shares of its common stock subject to certain restrictions and/or vesting requirements. Restricted stock shares will be earned on the basis of continued service to the Company and will vest as set forth in the separate award agreements.

The Compensation Committee determines the amount and features of the stock options and/or restricted stock, if any, to be awarded to executive officers. The Compensation Committee evaluates a number of criteria, including the past service of each such executive officer to the Company, the present and potential contributions of such executive officer to the Company’s success and such other factors as the Compensation Committee shall deem relevant in connection with accomplishing the purposes of the 2012 Equity Incentive Plan, including the executive officer’s current stock holdings, years of service, position with the Company and other factors. The Compensation Committee will not apply a formula assigning specific weights to any of these factors when making its determination.

Other Benefits

Retirement Benefits. Benefits. The Company maintainsWe maintain a Simple Individual Retirement Arrangement plan in which all full-time employees, including the Company’sour named executive officers, are eligible to participate. The Company providesWe provide this plan to help its employees save some amount of their cash compensation for retirement in a tax efficient manner. The Company doesWe do not provide an option for its employees to invest in the Company’sour stock under the 401k plan. The Company matchesWe match 100% of the employee’s contribution up to a maximum of 3% of the employee’s compensation.

Health and Welfare Benefits. andWelfareBenefits.All full-time employees, including our named executive officers, may participate in the Company’sour health and welfare benefit programs, including medical, dental and vision care coverage as may be provided and applicable to all employees.

Perquisites. Because the Company provides limitedWe do not provide perquisites to certain executive officers, the Company does not believe these perquisites andor other personal benefits constitute a material component of theto our named executive officers’ compensation packages.officers other than those that we provide to our employees.

Employment AgreementsAgreements.

During 2016, the Company2020, we had employment agreements in effect with Dr. Alan Joslyn, Mr. Michael Sullivan, and Dr. Martin Handfield. The CompanyWe entered into employment agreements with these officers to ensure that they would perform their respective roles with the Companyus for an extended period of time. In addition, the Companywe also considered the critical nature of each of their positions and the Company’sour need to retain them when the Companywe committed to these agreements. In June 2020, we amended Dr. Joslyn’s agreement to extend the term for a two-year period. See “Employment Contracts and Change in Control Arrangements.”

Bonus Plan 2016

On August 25, 2016, the Board of Directors (the “Board”) of Oragenics, Inc. (the “Company”) approved the 2016 cash bonus program for Dr. Joslyn, Mr. Sullivan, and Dr. Handfield recommended by the Compensation Committee. Under such cash bonus program Dr. Joslyn, Mr. Sullivan, and Dr. Handfield are eligible for cash bonuses of up to $102,083, $76,650, and $48,900 respectively, equaling up to 50%, 35%, and 25% of their respective base salaries (each a “Bonus Target”). In the case of Dr. Joslyn his bonus amount represents a portion of his base salary for the time since he joined the Company

The bonuses payable to Dr. Joslyn were to be based upon the achievement of the following objectives:

(i) Up to 40% of the Bonus Target for meeting budgeted operational objectives and developing corporate organizational strategy;

(ii) Up to 30% of the Bonus Target for financial performance objectives related to the Company’s raising capital;

(iii) Up to 10% of the Bonus Target for objectives related to AG013 clinical trial;

(iv) Up to 10% of the Bonus Target for research and development objectives related to lantibiotics; and

(v) Up to 10% of the Bonus Target designated to be discretionary as determined by the Board.

The bonuses payable to Mr. Sullivan were to be based upon the achievement of the following objectives:

(i) Up to 40% of the Bonus Target for meeting budgeted operational objectives including as to the consumer probiotic business;

(iii) Up to 40% of the Bonus Target for financial performance objectives related to the Company’s raising capital and finalizing an approved budget and incentive plan for 2017;

(iii) Up to 10% of the Bonus Target related to investor relations and securities compliance matters; and

(iv) Up to 10% of the Bonus Target designated to be discretionary as determined by the Board.

Each of Dr. Joslyn and Mr. Sullivan were also eligible for an additional 10% of Bonus Target should capital raise thresholds be exceeded.

The bonuses payable to Dr. Handfield were to be based upon the achievement of the following objectives:

(i) Up to 20% of the Bonus Target for meeting operational objectives tied to management of staff for approved budgets and timelines;

(ii) Up to 12.5% of the Bonus Target for financial performance objectives related to the Company’s intellectual property;

(iii) Up to 50% of the Bonus Target for various research and development objectives related to lantibiotics including manufacturing and compound identification;

(iv) Up to 2.5% of the Bonus Target for additional research projects; and

(v) Up to 10% of the Bonus Target designated to be discretionary as determined by the Board.

Dr. Handfield was also eligible for an additional 10% of Bonus Target should the manufacturing run be completed by a designated time as well as certain request for proposal and protocols being in place.

20162020 Named Executive Officer Compensation Decisions

The Company believes

We believe that the total compensation paid to itsour named executive officers for the fiscal year ended December 31, 20162020 achieved the overall objectives of itsour executive compensation program. In accordance with itsour overall objectives, we believe executive compensation for 20162020 was competitive with othersimilarly-sized companies. The Compensation Committee took the following key compensation actions in 2016:2020:

The Compensation Committee did not authorize or approve anyBase Salaries

During 2020, we made no changes in the annual salary for anybase salaries of the Company’s named executive officers during 2016.

During the year ended December 31, 2016, we made no stock awards to our named executive officers other than Dr. Joslyn upon commencementofficers.

Determination of his services to us as President and Chief Executive Officer. See Summary Compensation Table.

•

DeterminationofCashBonus:

The Compensation Committee established a performance based 2016We made performance-based cash bonus plan for the named executive officersawards pursuant to the terms of the 2020 Bonus Plan to Dr. Joslyn, Mr. Sullivan, and Dr. Handfield of $137,813, $60,361, and $38,509, respectively, based upon their employment agreements. The Committee subsequently approvedperformance during 2020. These performance-based cash bonus awards were made in January of 2021.

Determination of Equity Awards:

We made stock option grants to Dr. Joslyn, Mr. Sullivan, and Dr. Handfield, under the Company’s 2012 Equity Incentive Plan consisting of (i) an annual grant (“Annual Award”); and (ii) a retention grant (the “Retention Award”). Dr. Joslyn, Mr. Sullivan, and Dr. Handfield, received Annual Awards which vested immediately on the date of grant to purchase 400,000, 250,000 and 220,000 shares of Company Common Stock, respectively, at an exercise price of $0.48 per share, the closing price of the Company’s Common Stock on the grant date, February 5, 2020. Each of these officers also received a separate Retention Award which is subject to time-based vesting in equal annual installments over a three-year period on the first, second and third anniversaries of the date of grant, to purchase 400,000, 250,000 and 220,000 shares of Company Common Stock, respectively, at an exercise price of $0.48 per share, the closing price of the Company’s Common Stock on the grant date, February 5, 2020. The stock option awards are subject to the named executive officers based on such bonus planstandard terms and conditions of the Company’s form of stock option agreement which includes, as applicable, earlier vesting upon a change in control of the amounts set forth in the Company.

Summary Compensation Table below:

Summary Compensation Table

The following table sets forth the aggregate compensation in 20162020 and 20152019 for services in all capacities paid or accrued by the Company to Dr. Alan Joslyn, our former President and Chief Executive Officer, Mr. Michael Sullivan, our Chief Financial Officer who also served as our interim principal executive officer through June of 2016,and Interim Principal Executive Officer and our next most highly compensated officerofficers who earned more than $100,000 in total salary and bonus during the fiscal year ended December 31, 20162020 (the “Named Executive Officers”).

the requisite service period of the grant. For option awards, we utilize the Black-Scholes option pricing model to determine the fair value on the date of the grant multiplied by the number of options subject to the option grants in accordance with ASC 718. The stock-based compensation expense relating to the stock option grants is recognized over the requisite service period of the grant and the amounts included in the Option Awards column do not reflect compensation actually received by the named executive officers. For information on the assumptions used to calculate the fair value of stock option grants, refer to Footnote 9 -“StockNote 8 - “Stock Compensation Plan” in our financial statements for the year ended December 31, 2016.2020.

(5)(4)

Amounts in this column for Dr. Joslyn, Mr. Sullivan and Dr. Handfield represent the Company’s matching contributions to our Simple IRA retirement plan. The retirement plan requires us to match employee contributions up to the first 3% of compensation earned. For Dr. Joslyn, the amount reflected also includes $10,301, which represents amounts reimbursed by the Company for Dr. Joslyn’s expense in commuting to the Company’s headquarters in Tampa, Florida. Such reimbursement amount is included in Dr. Joslyn’s compensation.

Current Executive Officers and Key Employee

Executive Officers

AlanF.Joslyn,Ph.D. The biography of Dr. Joslyn is included above under Proposal I “Information About Nominees.”

MichaelSullivan. Mr. Sullivan, age 60, has served as our Interim Principal Executive Officer from October 30, 2014 until June 5, 2016 and served as our Chief Financial Officer, Secretary and Treasurer since February 6, 2012. Mr. Sullivan has held senior level financial positions for several publicly and privately held businesses including Utek Corporation, eANGLER, and HSN Direct International Limited. Most recently, he was the Group Financial Officer for the Investigative Services and Litigation Consulting Services segment of First Advantage Corporation a firm specializing in talent acquisition solutions where he streamlined the employee recruitment process. Mr. Sullivan is a Florida Certified Public Accountant. He graduated from the Florida State University with a Bachelor of Science in Accounting and a Master of Business Administration.

Key Employee

Dr. MartinHandfield. Dr. Handfield, age 45, is, the Company’s Senior Vice President of Discovery Research and previously has served as our Director of Research and Development. Dr. Handfield has served the Company since January 2009. Prior to joining our Company, Dr. Handfield held a position as Tenured Associate Professor at the Center for Molecular Microbiology and the Department of Oral Biology at the University of Florida College of Dentistry, where heco-invented IVIAT andco-foundedivi Gene Corp. and Epicure Corp. to commercialize this and related technologies. Dr. Handfield holds a B.S. degree in Biochemistry, and a MS degree and PhD in Microbiology and Immunology from the Université Laval College of Medicine in Canada, and did postdoctoral training at the University of Florida.

Our executive officers serve at the pleasure of our Board of Directors until their successors are elected or qualified and subject, in certain cases to employment agreements we have entered into with our officers. Our new chief Executive Officer and President Dr. Alan Joslyn and Mr. Sullivan, our Chief Financial Officer and Dr. Handfield, our Senior Vice President of Discovery Research, each have employment agreements with us. See “Executive Compensation—Employment Contracts and Change in Control Arrangements.”

Incentive Awards

The Compensation Committee believes that our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. The Compensation Committee utilizes the 2012 Equity Incentive Plan to provide incentives to employees. We do not have any separate long-term incentive plans that provide compensation intended to serve as incentives for performance other than awards contemplated under, or pursuant to, our 2012 Equity Incentive Plan. During the year ended December 31, 2016, we made equity awards to Dr. Alan Joslyn upon his employment with the Company. The awards consisted of stock options to purchase 300,000 shares of our common stock and a grant of 30,000 shares of restricted stock of the Company. We also paid Dr. Joslyn a sign on bonus of $25,000. No other awards were made to our executive officers in 2016.

Outstanding Equity Awards

The following table provides information concerning unexercised options outstanding as of December 31, 2016:2020: