SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Oragenics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
684023500
(CUSIP Number)
September 5, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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: 684023500 | ||
| (1) | Names of Reporting Persons Iroquois Capital Management L.L.C. | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| (3) | SEC Use Only | |
| (4) | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power 0 |
| (6) | Shared Voting Power 75,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants (See Item 4)* | |
| (7) | Sole Dispositive Power 0 | |
| (8) | Shared Dispositive Power 75,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants (See Item 4)* | |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 75,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| (11) | Percent of Class Represented by Amount in
Row (9) 7.0% |
| (12) | Type of Reporting Person (See Instructions) OO |
* As more fully described in Item 4, the Pre-Funded Warrants are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
| CUSIP No: 684023500 | ||
| (1) | Names of Reporting Persons Richard Abbe | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| (3) | SEC Use Only | |
| (4) | Citizenship or Place of Organization
United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power 202,272 shares of Common Stock 25,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* |
| (6) | Shared Voting Power 75,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* | |
| (7) | Sole Dispositive Power 25,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants (See Item 4)*
| |
| (8) | Shared Dispositive Power 75,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* | |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| (11) | Percent of Class Represented by Amount in
Row (9) 9.99% |
* As more fully described in Item 4, the Pre-Funded Warrants are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
| CUSIP No: 684023500 | ||
| (1) | Names of Reporting Persons Kimberly Page | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| (3) | SEC Use Only | |
| (4) | Citizenship or Place of Organization
United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power 0 |
| (6) | Shared Voting Power 75,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* | |
| (7) | Sole Dispositive Power 0 | |
| (8) | Shared Dispositive Power 75,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* | |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 75,000 shares of Common Stock issuable upon exercise of
Pre-Funded Warrants (See Item 4)* |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| (11) | Percent of Class Represented by Amount in
Row (9) 7.0% |
| (12) | Type of Reporting Person (See Instructions) IN |
* As more fully described in Item 4, the Pre-Funded Warrants are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
| CUSIP No: 684023500 | ||
| Item 1. | ||
| (a) | Name of Issuer Oragenics, Inc. (the “Company”) | |
| (b) | Address of Issuer’s Principal Executive Offices Suite 750 Sarasota, FL 34236 | |
| Item 2 (a). | Name of Person Filing | |
| Item 2 (b). | Address of Principal Business Office or, if none, Residence | |
| Item 2 (c). | Citizenship This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is 2 Overhill Road, Scarsdale, New York 10583.
| |
| Item 2 (d) | Title of Class of Securities
| |
| Item 2 (e) | CUSIP Number
| |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable. | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 8,659,071 shares of Common Stock issued and outstanding as of September 5, 2024 as represented in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2024, and assumes the exercise of the Company’s reported pre-funded warrants (the “Reported Pre-Funded Warrants”), subject to the Blocker (as defined below).
Pursuant to the terms of the Reported Pre-Funded Warrants, the Reporting Persons cannot exercise the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Blocker”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Pre-Funded Warrants due to the Blocker.
As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 606,818 shares of Common Stock and Pre-Funded Warrants to purchase 75,000 shares of Common Stock (subject to the Blocker), and Iroquois Capital Investment Group LLC (“ICIG”) held 202,272 shares of Common Stock and Pre-Funded Warrants to purchase 25,000 shares of Common (subject to the Blocker).
Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Pre-Funded Warrants (subject to the Blocker) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Pre-Funded Warrants (subject to the Blocker) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit 1.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: September 10, 2024 | |||
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | |||
| By: | /s/ Richard Abbe | ||
| Richard Abbe, President | |||
| /s/ Richard Abbe | |||
| Richard Abbe | |||
| /s/ Kimberly Page | |||
| Kimberly Page | |||
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.