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
|
||
June 30, 2016
|
||
(Date of Event which Requires Filing of this Statement)
|
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
|
|
|
||
14,481,089
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,000,555
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,481,089
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,481,644
|
|
|
|||
|
|
||||
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)
|
|
|
||
31.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
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
|
|
|
||
14,481,089
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,481,089
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,481,089
|
|
|
|||
|
|
||||
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)
|
|
|
||
29.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
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
|
15,481,644
|
31.5
|
%
|
1,000,555
|
14,481,089
|
1,000,555
|
14,481,089
|
|||||||||||||||||
Intrexon Corporation
|
14,481,089
|
29.5
|
%
|
—
|
14,481,089
|
—
|
14,481,089
|
(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 Agreement dated as of June 30, 2016 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated and filed June 30, 2016 and incorporated herein by reference) |
Exhibit 2 | Joint Filing Agreement, dated as of July 5, 2016, 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
|
Exhibit 1 | Stock Purchase Agreement dated as of June 30, 2016 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated and filed June 30, 2016 and incorporated herein by reference) |
Exhibit 2 | Joint Filing Agreement, dated as of July 5, 2016, by and between Mr. Kirk and Intrexon |