UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 

 
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)
 
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  o .
 
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 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
   

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
   

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.

CUSIP No. 684023104
Page 5 of 6
 
(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 30,506,685 shares of Common Stock issued and outstanding as of October 25, 2013, as disclosed in the Company’s Current Report on Form 10-Q dated September 30, 2013, and filed on October 25, 2013, increased by (i) 4,400,000 shares issued in the underwritten public offering on November 20, 2013, (ii) 389,018 incentive shares issued on November 27, 2013 and (iii) 698,241 shares issued as repayment for the Note.
 
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
 
9,839,221
   
27.3%
 
 
1,000,555
   
8,838,666
   
1,000,555
   
8,838,666
 
Intrexon Corporation
 
8,838,666
   
24.6%
 
 
   
8,838,666
   
   
8,838,666
 
 
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Intrexon.
 
(c)                Except as set forth in this Item 5, none of the Reporting Persons have engaged in any transactions in the Common Stock in the past 60 days.
 
(d)-(e)       Not Applicable
 
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


CUSIP No. 684023104
Page 6 of 6

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:  December 26, 2013

 
/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 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