0001140361-12-035117.txt : 20120803 0001140361-12-035117.hdr.sgml : 20120803 20120803171941 ACCESSION NUMBER: 0001140361-12-035117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120803 DATE AS OF CHANGE: 20120803 GROUP MEMBERS: INTREXON CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORAGENICS INC CENTRAL INDEX KEY: 0001174940 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 593410522 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81243 FILM NUMBER: 121007764 BUSINESS ADDRESS: STREET 1: 12085 RESEARCH DRIVE CITY: ALACHUA STATE: FL ZIP: 32615 BUSINESS PHONE: 3864184018 MAIL ADDRESS: STREET 1: 12085 RESEARCH DRIVE CITY: ALACHUA STATE: FL ZIP: 32615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13da.htm KIRK RANDAL J SC13D A 7-31-2012 formsc13da.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 


SCHEDULE 13D
(Amendment No. 1)*
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
20358 Seneca Meadows Parkway
Germantown, Maryland 20876
(301) 556-9809

July 31, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box   r .
 
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).
 


 
 

 
 
CUSIP No. 684023104
Page 2 of 8
 
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
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
857,555
8
SHARED VOTING POWER
 
4,392,425
9
SOLE DISPOSITIVE POWER
 
857,555
10
SHARED DISPOSITIVE POWER
 
4,392,425
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,249,980
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                         
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
 
14
TYPE OF REPORTING PERSON
IN
 

 
 

 
 
CUSIP No. 684023104
Page 3 of 8
 
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
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,392,425
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,392,425
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,392,425
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                         
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
 
14
TYPE OF REPORTING PERSON
CO
 

 
 

 
 
CUSIP No. 684023104
Page 4 of 8
 
This Amendment No. 1 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated June 5, 2012 and filed on June 12, 2012 (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 by NRM VII Holdings I, LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“NRM VII Holdings”) of 857,555 shares of Common Stock in a private offering conducted by the Company (the “Offering”).  Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon.
 
Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

 
 

 
 
CUSIP No. 684023104
Page 5 of 8
 
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 July 31, 2012, the Company closed on the sale of Common Stock to various investors pursuant to a Stock Purchase Agreement with various investors dated July 30, 2012 filed as Exhibit 1 hereto (“Stock Purchase Agreement”) pursuant to which it issued and sold to such investors 8,666,665 shares of Common Stock (“Common Shares”) at a purchase price of $1.50 per share.  NRM VII Holdings utilized its working capital to purchase 857,555 shares of Common Stock (the “Shares”) for an aggregate purchase price of approximately $1.29 million.
 
Item 4.
Purpose of Transaction.
 
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
 
NRM VII Holdings acquired the Shares for investment purposes.
 
Item 5. 
Interest in Securities of the Issuer.
 
Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in its entirety as follows:
 
(a) and (b) See Items 11 and 13 of the cover pages to this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 26,926,008 shares of Common Stock issued and outstanding as of August 1, 2012 as disclosed in the Company’s Current Report on Form 8-K, dated July 30, 2012 and filed on August 2, 2012.
 
Reporting Person
Amount of
Common Stock
Beneficially
Owned
Percent
of Class
Sole Power
to Vote or
Direct
the Vote
Shared
Power to
Vote or
Direct
the Vote
Sole Power to
Dispose or to
Direct the
Disposition
Shared Power to
Dispose or to
Direct the
Disposition
Randal J. Kirk
5,249,980
19.5%
857,555
4,392,425
857,555
4,392,425
Intrexon Corporation
4,392,425
16.3%
4,392,425
4,392,425
 
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
 
The following is a summary of certain terms and conditions of the Registration Rights Agreement, dated July 30, 2012, entered into between the Company and the purchasers in the Offering (“Registration Rights Agreement”), which is filed as Exhibit 2 hereto.
 
 
 

 
 
CUSIP No. 684023104
Page 6 of 8
 
Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement (the “Initial Registration Statement”) with the Securities and Exchange Commission (the “SEC”) within forty-five (45) days of the closing date of the Offering (the “Filing Date”) for the resale by the purchasers of all of the Common Shares and all shares of Common Stock issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect thereto (the “Registrable Securities”). The Initial Registration Statement must be declared effective by the SEC within ninety (90) days of the closing date of the Offering subject to certain adjustments. Upon the occurrence of certain events (each an “Event”), including, but not limited to, that the Initial Registration Statement is not filed prior to the Filing Date, the Company will be required to pay liquidated damages to each of the purchasers in the Offering of 1.5% of their aggregate purchase price upon the date of the Event and then monthly thereafter until the earlier of the date that: (i) the Event is cured, or (ii) the Registrable Securities are eligible for resale under Rule 144 without manner of sale or volume limitations. In no event shall the aggregate amount of liquidated damages payable to each of the purchasers in the Offering exceed in the aggregate 10% of the aggregate purchase price paid by such purchaser for the Registrable Securities.

 
 

 
 
CUSIP No. 684023104
Page 7 of 8
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit 1
Stock Purchase Agreement dated as of July 30, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated July 30, 2012 and filed August 2, 2012, and incorporated herein by reference)
 
Exhibit 2
Registration Rights Agreement dated as of July 30, 2012 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated July 30, 2012 and filed August 2, 2012, and incorporated herein by reference)
 
Exhibit 3
Joint Filing Agreement, dated as of August 3, 2012, by and between Mr. Kirk and Intrexon
 
 
 

 
 
CUSIP No. 684023104
Page 8 of 8
 
SIGNATURES
 
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:  August 3, 2012


 
/s/ Randal J. Kirk
 
Randal J. Kirk
     
 
INTREXON CORPORATION
     
     
 
By:
/s/ Randal J. Kirk
   
Randal J. Kirk
   
Chief Executive Officer
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit 1
Stock Purchase Agreement dated as of July 30, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated July 30, 2012 and filed August 2, 2012, and incorporated herein by reference)
 
Exhibit 2
Registration Rights Agreement dated as of July 30, 2012 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated July 30, 2012 and filed August 2, 2012, and incorporated herein by reference)
 
Joint Filing Agreement, dated as of August 3, 2012, by and between Mr. Kirk and Intrexon
 

EX-3 2 ex3.htm EXHIBIT 3 ex3.htm


Exhibit 3
 
Joint Filing Agreement
 
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 3rd day of August, 2012.
 


 
/s/ Randal J. Kirk
 
Randal J. Kirk
     
 
INTREXON CORPORATION
     
     
 
By:
/s/ Randal J. Kirk
   
Randal J. Kirk
   
Chief Executive Officer