Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 9)*
Under the Securities Exchange Act of 1934
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ORAGENICS, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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684023-10 4
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(CUSIP Number)
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Third Security, LLC
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 633-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
John Owen Gwathmey, Esq.
David I. Meyers, Esq.
Troutman Pepper Hamilton Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1239
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October 6, 2020
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(Date of Event which Requires Filing of this Statement)
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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 ☐ .
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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CUSIP No. 684023104
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Page 2 of 6 |
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1
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NAMES OF REPORTING PERSONS
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RANDAL J. KIRK
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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| PF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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230,792
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8
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SHARED VOTING POWER
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| 0 |
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9
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SOLE DISPOSITIVE POWER
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230,792
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10
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SHARED DISPOSITIVE POWER
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| 0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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230,792
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| IN |
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CUSIP No. 684023104
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Page 3 of 6 |
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1
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NAMES OF REPORTING PERSONS
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R.J. KIRK DECLARATION OF TRUST
31-6661283
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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| PF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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106,682
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SHARED VOTING POWER
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SOLE DISPOSITIVE POWER
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106,682
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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106,682
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO - trust
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CUSIP No. 684023104
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Page 4 of 6 |
This Amendment No. 8 (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, Amendment No. 4 dated
December 18, 2013 and filed on December 26, 2013, Amendment No. 5 dated December 1, 2015 and filed on December 3, 2015, Amendment No. 6 dated June 30, 2016 and filed July 5, 2016, and Amendment No. 7 dated November 8, 2017 and filed on November
13, 2017 (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 the R.J. Kirk Declaration of Trust, a revocable trust established by Mr. Kirk (“RJ DOT” and, together with Mr. Kirk, the “Reporting Persons”), are filing this Amendment to disclose the
sale of an aggregate of 4,381,374 shares of Common Stock by RJ DOT and other entities under the control of Mr. Kirk (the “Selling Entities”) in open market transactions between October 6, 2020 and October 8, 2020. The filing of this Amendment
No. 9 represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.
Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.
| Item 4. |
Purpose of Transaction.
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Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Items 3 and 6 is incorporated herein by reference.
The Selling Entities sold 4,381,374 shares, in open market transactions between October 6, 2020 and October 8, 2020, for aggregate net proceeds of approximately $2,649,246.
On September 4, 2020, the Selling Entities entered into a selling agreement, pursuant to which these shares were sold on a pro rata basis.
| Item 5. |
Interest in Securities of the Issuer.
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Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in their 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 61,004,917 shares of Common Stock issued and outstanding as of August 7, 2020 as disclosed in the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2020 and filed on August 14, 2020.
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CUSIP No. 684023104
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Page 5 of 6 |
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Reporting Person
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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 |
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Randal J. Kirk
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230,792
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(1)
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0.4
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%
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230,792
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(1)
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--
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230,792
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(1)
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--
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R.J. Kirk Declaration of Trust
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106,682
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0.2
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%
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106,682
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--
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106,682
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(1)
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Includes shares of Common Stock held by the various Selling Entities, which are managed by Third Security, LLC, a Virginia limited liability
company that is managed by Mr. Kirk (“Third Security”), none of which beneficially owns more than 5.0% individually.
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Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by the RJ DOT.
(c) Except as disclosed herein, none of the Reporting Persons have engaged in any transactions in the Company’s Common Stock in the past 60 days.
(d) Not applicable.
(e) Based upon the number of shares of Common Stock outstanding as of August 7, 2020, as disclosed by the Company on its Quarterly Report on Form 10-Q for the
period ended June 30, 2020, the Reporting Persons are no longer the owners of more than five percent (5%) of the Common Stock.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons’ response to Item 4 is incorporated herein by reference.
| Item 7. |
Material to be Filed as Exhibits.
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| Exhibit 1 |
Joint Filing Agreement, dated as of October 8, 2020, by and between Randal J. Kirk and the R.J. Kirk Declaration of Trust.
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CUSIP No. 684023104
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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.
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Date: October 8, 2020
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/s/ Randal J. Kirk
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Randal J. Kirk
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R.J. KIRK DECLARATION OF TRUST
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Trustee
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EXHIBIT INDEX
| Exhibit 1 |
Joint Filing Agreement, dated as of October 8, 2020, by and between Randal J. Kirk and the R.J. Kirk Declaration of Trust.
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