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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

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SCHEDULE 13D

(Amendment No. 5)*

Under the Securities Exchange Act of 1934

 

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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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Randal J. Kirk
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,000,555
		8	SHARED VOTING POWER
			12,219,670
		9	SOLE DISPOSITIVE POWER
			1,000,555
		10	SHARED DISPOSITIVE POWER
			12,219,670
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,220,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.2%
14	TYPE OF REPORTING PERSON
	IN

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Intrexon Corporation I.R.S. IDENTIFICATION NO.: 26-0084895
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
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
			12,219,670
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			12,219,670
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,219,670
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.7%
14	TYPE OF REPORTING PERSON
	CO

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This Amendment No. 5 (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, 2012, Amendment No. 2, dated September 30, 2013 and filed on October 2, 2013, Amendment No. 3, dated November 20, 2013 and filed on November 22, 2013, and Amendment No. 4 dated December 18, 2013 and filed on December 26, 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 3,381,004 shares of Common Stock by Intrexon on December 1, 2015 pursuant to the Company’s election to convert the principal and substantially all of the interest due under the Convertible Promissory Note entered into between the Company and Intrexon on June 9, 2015 into 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 June 9, 2015, 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 Fee required pursuant to the Stock Issuance Agreement entered into by the Company and Intrexon contemporaneously with the Channel Agreement on June 9, 2015.

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, 2015.  As payment for the Note, after receiving the requisite shareholder approval, the Company, on December 1, 2015 issued 3,381,004 shares of Common Stock and paid $1,410.67 in cash to Intrexon in full payment of all principal and interest due under the Note, reflecting a conversion price of $1.50 per share, which was the closing price of the Common Stock on November 30, 2015.

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:

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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.

 

 

 

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 Issuance Agreement dated as of June 9, 2015 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated June 9, 2015 and filed June 11, 2015, and incorporated herein by reference)

 

Exhibit 2

Convertible Promissory Note dated as of June 9, 2015 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated June 9, 2015 and filed June 11, 2015, and incorporated herein by reference)

 

Exhibit 3

Joint Filing Agreement, dated as of December 3, 2015, 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 3, 2015

 

Exhibit 1

Stock Issuance Agreement dated as of June 9, 2015 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated June 9, 2015 and filed June 11, 2015, and incorporated herein by reference)

 

Exhibit 2

Convertible Promissory Note dated as of June 9, 2015 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated June 9, 2015 and filed June 11, 2015, and incorporated herein by reference)

 

Exhibit 3

Joint Filing Agreement, dated as of December 3, 2015, by and between Mr. Kirk and Intrexon

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