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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

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SCHEDULE 13D

(Amendment No. 4)*

Under the Securities Exchange Act of 1934

 

ORAGENICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

684023-10 4

(CUSIP Number)

Third Security, LLC 1881 Grove Avenue Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. (540) 633-7900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to: Intrexon Corporation Attention: Legal 20374 Seneca Meadows Parkway Germantown, Maryland 20876 (301) 556-9809

December 18, 2013

(Date of Event which Requires Filing of this Statement)

 

 

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 684023104

Page 2 of 6

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Randal J. Kirk
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

	7	SOLE VOTING POWER
NUMBER OF		1,000,555
SHARES
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY
EACH		8,838,666
REPORTING
PERSON WITH	9	SOLE DISPOSITIVE POWER
		1,000,555
	10	SHARED DISPOSITIVE POWER
		8,838,666

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,839,221
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.3%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP No. 684023104

Page 3 of 6

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Intrexon Corporation I.R.S. IDENTIFICATION NO.: 26-0084895
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia

	7	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY
EACH		8,838,666
REPORTING
PERSON WITH	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		8,838,666

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,838,666
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.6%
14	TYPE OF REPORTING PERSON
	CO

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CUSIP No. 684023104

Page 4 of 6

 

This Amendment No. 4 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated June 5, 2012 and filed on June 12, 2012, as amended by Amendment No. 1, dated July 31, 2012 and filed on August 3, 2013, Amendment No. 2, dated September 30, 2013 and filed on October 2, 2013, and Amendment No. 3, dated November 20, 2013 and filed on November 22, 2013 (the “Original Schedule 13D”), relating to the Common Stock, par value $0.001 per share (the “Common Stock”), of Oragenics, Inc., a Florida corporation (the “Company”).  Mr. Randal J. Kirk (“Mr. Kirk”) and Intrexon Corporation, a Virginia corporation (“Intrexon” and, together with Mr. Kirk, the “Reporting Persons”), are filing this Amendment to disclose the acquisition of 698,241 shares of Common Stock by Intrexon on December 18, 2013 pursuant to the Company’s election to repay the principal and interest due under the Convertible Promissory Note entered into between the Company and Intrexon on September 30, 2013 in shares of Common Stock.  Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon.

 

Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

On September 30, 2013, the Company entered into an Exclusive Channel Collaboration Agreement (the “Channel Agreement”) with Intrexon pursuant to which the Company issued to Intrexon a Convertible Promissory Note (the “Note”) in partial consideration for payment of the Technology Access Shares issued pursuant to the Channel Agreement.

Pursuant to the terms of the Note, interest accrues at a rate of 3% per annum and repayment may be issued, at the Company’s option, in cash or shares of Company common stock at a conversion price equal to the closing price on the NYSE MKT of the Company's Common Stock on the last trading day immediately prior to the date of conversion and prior to the Note maturity date of December 31, 2013.  As payment for the Note, after receiving the requisite shareholder approval, the Company, on December 18, 2013, issued 698,241 shares of Common Stock to Intrexon in full payment of all principal and interest due under the Note, reflecting a conversion price of $2.82 per share, which was the closing price of the Common Stock on December 17, 2013.

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

Intrexon acquired the shares disclosed hereunder for investment purposes.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

 

The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

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CUSIP No. 684023104

Page 5 of 6

 

 

 

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon.

 

 

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1

Stock Purchase and Issuance Agreement dated as of September 30, 2013 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated September 30, 2013 and filed October 1, 2013, and incorporated herein by reference)

 

Exhibit 2

First Amendment to the Stock Purchase and Issuance Agreement dated as of September 30, 2013 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated September 30, 2013 and filed October 1, 2013, and incorporated herein by reference)

 

Exhibit 3

Convertible Promissory Note dated as of September 30, 2013 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated September 30, 2013 and filed October 1, 2013, and incorporated herein by reference)

 

Exhibit 4

Joint Filing Agreement, dated as of December 26, 2013, by and between Mr. Kirk and Intrexon

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After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date:  December 26, 2013

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Exhibit 1	Stock Purchase and Issuance Agreement dated as of September 30, 2013 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated September 30, 2013 and filed October 1, 2013, and incorporated herein by reference)
Exhibit 2	First Amendment to the Stock Purchase and Issuance Agreement dated as of September 30, 2013 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated September 30, 2013 and filed October 1, 2013, and incorporated herein by reference)
Exhibit 3	Convertible Promissory Note dated as of September 30, 2013 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated September 30, 2013 and filed October 1, 2013, and incorporated herein by reference)
Exhibit 4	Joint Filing Agreement, dated as of December 26, 2013, by and between Mr. Kirk and Intrexon

 

 

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Exhibit 4

 

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Oragenics, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 26^th day of December, 2013.

 

 

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