ORAGENICS INC Stock Compensation Disclosure
2021 Incentive Plan
Our 2021 Equity Incentive Plan (the “2021 Plan”) authorizes the grant of stock options (incentive and non-statutory), stock appreciation rights and restricted stock covering a total of shares of our common stock. Options are granted at the fair value of our common stock on the date of grant and generally vest either immediately or over a period of up to from the date of grant and expire years from the date of grant. As of December 31, 2025, shares were reserved for issuance related to the 2021 Plan and shares of our common stock remain available for awards.
Recipients of stock awards under our 2021 Incentive Plan become the owner of record of the stock immediately upon grant, which may be subject to certain restrictions. The balance of unvested restricted stock will be forfeited and automatically transferred back to us at no cost upon the termination of the recipient’s employment. Upon vesting of restricted stock that is made to recipients who are employees, the recipient has the option to settle minimum withholding taxes by electing to have us withhold otherwise deliverable shares having a fair value equal to the required tax obligations (“net-settlement”). The net-settlement shares are then immediately cancelled and retired and reduce the shares available for issuance under the 2021 Incentive Plan.
We use the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. The assumptions employed in the calculation of the fair value of share-based compensation expense were calculated as follows for all years presented:
| ● | Expected dividend yield – zero based on the fact that we do not plan to issue dividends. |
| ● | Expected volatility – based on our historical market price at consistent points in a period equal to the expected life of the options. |
| ● | Risk-free interest rate – based on the U.S. Treasury yield curve in effect at the time of grant. |
| ● | Expected life of options – based on the simplified method of estimating the expected life. Forfeitures are accounted for as they occur. |
| Granted in Period | High | Low | Weighted Average | |||||||||
| Award/Strike Price | 1.03 | 0.86 | 0.93 | |||||||||
| Market Price | 0.93 | 0.86 | 0.92 | |||||||||
| Volatility | 117.87 | % | 117.79 | % | 117.87 | % | ||||||
| Dividend Yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
| Expected Life | yrs | yrs | yrs | |||||||||
| Risk Free Rate | 3.82 | % | 3.72 | % | 3.74 | % | ||||||
Unrecognized Stock-Based Compensation Costs
Total stock-based compensation related to stock options was $ and $ for the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025, there was $ of unrecognized stock-based compensation related to stock options, which is expected to be recognized over a weighted average period of three years.
Stock Option Activity
| Weighted Average | ||||||||||||||||
| Weighted Average | Remaining Contractual | Aggregate | ||||||||||||||
| Number of Shares | Exercise Price | Term (In Years) | Intrinsic Value(1) | |||||||||||||
| Outstanding at December 31, 2024 | 33,150 | $ | 142.71 | $ | ||||||||||||
| Granted | 1,052,320 | 0.93 | — | |||||||||||||
| Forfeited | (9,138 | ) | 105.90 | — | — | |||||||||||
| Outstanding at December 31, 2025 | 1,076,332 | 4.41 | $ | |||||||||||||
| Exercisable at December 31, 2025 | 812,332 | 5.54 | ||||||||||||||
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2025, and 2024, respectively |
| 2025 | 2024 | |||||||
| Weighted average grant date fair value of stock options granted per share | $ | 0.77 | $ | 11.46 | ||||
| Grant date fair value of stock options that vested | $ | 819,842 | $ | 305,632 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
| 2022 | Apr 17, 2023 | |
| 2021 | Mar 24, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 4, 2020 | |
| 2018 | Mar 29, 2019 | |
| 2017 | Feb 16, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Mar 30, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.