Sec Form 13D Filing - KOSKI FAMILY LP filing for ORAGENICS INC (OGEN) - 2020-01-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

 

Oragenics, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

684023 30 2

(CUSIP Number)

 

Mark A. Catchur

Shumaker, Loop & Kendrick LLP

101 E. Kennedy Blvd. Suite 2800

Tampa, FL 33602

(813) 229-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 30, 2019

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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).

 

 

 

CUSIP No. 684023-30 2
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Koski Family Limited Partnership 75-2707549
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	[  ]	(b)	[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)   PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [  ]
6.	Citizenship or Place of Organization   Texas

Number of shares beneficially owned by each reporting person with	7.	Sole Voting Power   0
	8.	Shared Voting Power   1,628,419 (1) (See Item 5)
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   1,628,419 (1) (See Item 5)

11.	Aggregate amount beneficially owned by each reporting person   1,628,419 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]
13.	Percent of Class Represented by Amount in Row (11)   3.4%(2)
14.	Type of Reporting Person (See Instructions)   PN

 

	(1)	Includes (i) 1,086,483 shares of Oragenics Inc. common stock held directly; (ii) 300,000 shares of common stock able to be acquired upon conversion of Series B Preferred Stock and (iii) 241,936 shares of common stock able to be acquired based on warrants exercised.
	(2)	Based upon 46,666,739 shares of Company common stock consisting of (i) 46,124,803 shares outstanding as of November 8, 2019; (ii) 300,000 shares of common stock able to be acquired upon conversion of Series B Preferred Stock; and (iii) 241,936 shares of common stock able to be acquired based on warrants able to be exercised.

 

 

CUSIP No. 684023-30 2
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Christine L. Koski
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	[  ]	(b)	[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)   Not applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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   103,660 (3) (See Item 5)
	8.	Shared Voting Power   1,628,419 (1) (4) (See Item 5)
	9.	Sole Dispositive Power   103,660 (See Item 5)
	10.	Shared Dispositive Power   1,732,079 (1) (4) (See Item 5)

11.	Aggregate amount beneficially owned by each reporting person   1,732,079 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]
13.	Percent of Class Represented by Amount in Row (11)   3.7%(2)
14.	Type of Reporting Person (See Instructions)   IN

 

	(3)	Includes 103,660 shares of Oragenics Inc. common stock held directly by the reporting person.
	(4)	Represents shares beneficially owned by the Koski Family Limited Partnership (“KFLP”) of which Ms. Koski is a general partner and may be deemed to have beneficial ownership. Ms. Koski disclaims beneficial ownership of the shares held by the KFLP except to the extent of her pecuniary interest.

 

 

CUSIP No. 684023-30 2
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Robert C. Koski
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	[  ]	(b)	[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)   Not applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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   578,195 (5) (See Item 5)
	8.	Shared Voting Power   1,628,419 (1) (6) (See Item 5)
	9.	Sole Dispositive Power   578,195 (5) (See Item 5)
	10.	Shared Dispositive Power   1,628,419 (1) (6) (See Item 5)

11.	Aggregate amount beneficially owned by each reporting person   2,207,614 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]
13.	Percent of Class Represented by Amount in Row (11)   4.7%(2)(6)
14.	Type of Reporting Person (See Instructions)   IN

 

	(5)	Includes (a) 277,839 shares owned directly by Mr. Robert Koski; (b) 53,086 shares owned by trusts which Mr. Koski serves as sole trustee as follows: the Robert Clayton Koski Trust for the benefit of Anthony James Hunter (10,760 shares); The Robert Clayton Koski Trust for the benefit of Hunter Buchanan Koski (10,760 shares); The Robert Clayton Koski Trust for the benefit of Clayton Ward Bennett (10,000 shares); and The Robert Clayton Koski Trust for the benefit of Robert Edward Koski (10,760 shares) and the Robert Clayton Koski Trust for the benefit of Elyse Margaux Koski (10,806 shares); and (c) 247,270 option shares able to be acquired upon the exercise of currently exercisable stock options granted pursuant to our Director compensation program.
	(6)	Represents shares beneficially owned by the KFLP, of which Mr. Robert Koski is a general partner and may be deemed to have beneficial ownership. Mr. Koski disclaims beneficial ownership of the shares held by the KFLP except to the extent of his pecuniary interest for purposes of calculating the percent of the shares held by Mr. Koski includes the 247,270 shares Mr. Koski has the right to acquire based on currently outstanding and exercisable stock options.

 

 

CUSIP No. 684023-30 2
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Beverly L. Koski
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	[  ]	(b)	[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)   Not applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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   2,800 (7) (See Item 5)
	8.	Shared Voting Power   0 (See Item 5)
	9.	Sole Dispositive Power   2,800 (7) (See Item 5)
	10.	Shared Dispositive Power   0 (See Item 5)

11.	Aggregate amount beneficially owned by each reporting person   2,800 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]
13.	Percent of Class Represented by Amount in Row (11)   Less than 1% (2)
14.	Type of Reporting Person (See Instructions)   IN

 

(7)

Represents 2,800 shares of Oragenics Inc. common stock held directly by Koski Management Inc., (“KMI”) an entity which Ms. Beverley Koski wholly owns as of October 15, 2019, the date of the separation and dissociation of the KMI from the KFLP and as a result of such dissociation excludes shares held by the KFLP.

 

 

CUSIP No. 684023-30 2
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Thomas L. Koski
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	[  ]	(b)	[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)   Not applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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   91,967(8) (See Item 5)
	8.	Shared Voting Power   0 (See Item 5)
	9.	Sole Dispositive Power   91,967 (8) (See Item 5)
	10.	Shared Dispositive Power   0 (See Item 5)

11.	Aggregate amount beneficially owned by each reporting person   91,967 (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]
13.	Percent of Class Represented by Amount in Row (11)   Less than 1%
14.	Type of Reporting Person (See Instructions)   IN

 

(8)

Represents 91,967 shares of Oragenics Inc. common stock held directly by the reporting person as of October 15, 2019, the date of the separation and dissociation of Mr. Koski from the KFLP and as a result of such dissociation excludes shares held by the KFLP.

 

 

Introductory Note

 

This Amendment No. 13 (“Amendment No. 13”) amends the statement on Schedule 13D originally filed on July 8, 2009, and amended by prior amendments 1-12 (the “Schedule 13D”).

 

This Amendment No. 13 is being filed to report a decrease in the Reporting Persons beneficial ownership in the Company due to an increase in the Company’s issued and outstanding shares resulting primarily from the Company’s consummation of a public offering (i) on March 25, 2019 of 16,666,668 shares of common stock; Series 1 Warrants to purchase up to an aggregate of 8,333,334 shares of common stock; and Series 2 Warrants to purchase up to an aggregate of 8,333,334 shares of common stock; (ii) the sale of 53,574 shares of common stock in September by Ms. Christine Koski; and (iii) the sale of an aggregate of 200,000 shares of common stock from the KFLP on December 27, 2019 and December 30, 2019. In addition, this Amendment No. 13 is being filed to report the dissociation of Beverly Koski and Thomas Koski from the KFLP, effective October 15, 2019, and as a result, their dissociation from the Reporting Group (as defined below).

 

Amendment No. 13 represents the final amendment to Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 1.

Security and Issuer

 

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of Oragenics, Inc., a Florida corporation (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 4902 Eisenhower Boulevard, Suite 125, Tampa, Florida.

 

Item 2.

Identity and Background

 

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

 

	(1)	Koski Family Limited Partnership (“KFLP”), a Texas partnership.
	(2)	Christine L. Koski, the managing general partner of KFLP.
	(3)	Robert C. Koski, a general partner of KFLP and a Director of the Issuer.
	(4)	Beverly L. Koski, as sole shareholder of Koski Management Inc., and a former general partner of KFLP.
	(5)	Thomas L. Koski, a former general partner of KFLP.

 

KFLP is a Texas -based private family partnership principally engaged in the business of investing and managing its own private equity investments.

 

The business address for KFLP is 3525 Turtle Creek Boulevard, Unit 19-B, Dallas, Texas 75219.

 

Each of the individuals set forth in clauses (2) through (5) are United States citizens. The business address for each is c/o Koski Family Limited Partnership, 3525 Turtle Creek Boulevard, Unit 19-B, Dallas, Texas 75219.

 

KFLP and the individuals listed in clauses (2) and (3) above (collectively, the “Reporting Persons”) may constitute a “group” for purposes of Rule 13d-5 under the Exchange Act with respect to their beneficial ownership of the Common Stock and are collectively referred to as the “Reporting Group.” The Reporting Group expressly disclaims that they have agreed to act as a group other than as described in this statement. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed with the Original Schedule 13D and incorporated herein by reference. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. This report on Schedule 13D constitutes an amendment to the original report of the Reporting Group.

 

All further filings under Regulation 13D with respect to transactions in the common stock of the Issuer by the former members of the Reporting Group will be filed, if required, by the former members of the previously-reported group, in their individual capacities.

 

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

 

Item 5.

Interest in Securities of the Issuer

 

By virtue of their potential status as a “group” for purposes of Rule 13d- 5, each of the membe rs of the Reporting Group may be deemed to have shared voting and dispositive power over the shares owned by other members. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any Common Stock referred to in this statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(a) and (b)

 

(1) The KFLP beneficially owns 1,628,419 shares of Common Stock (consisting of 1,086,483 shares owned directly and 541,936 shares able to be acquired upon conversion of Series B Preferred Stock and the exercise of warrants), constituting 3.4% of the Common Stock of the Issuer outstanding as reported by the Company as of November 8, 2019. The KFLP may be deemed to have shared voting power and investment power with respect to all shares of Common Stock referred to above.

 

(2) Christine L. Koski as a general partner of the KFLP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the KFLP, constituting approximately 3.4% of the Common Stock of the Issuer outstanding as reported by the Company as of November 8, 2019. Ms. Koski may be deemed to have shared voting power and investment power with respect to such shares of Common Stock. Ms. Koski directly owns 103,660 shares of common stock. Ms. Koski has sole voting and investment power with respect to these shares. Ms. Koski’s individual beneficial holdings constitute less than 1% of the Common Stock of the Issuer outstanding as reported by the Company as of November 8, 2019 and together with the KFLP shares and warrants constitute 3.7%.

 

(3) Robert C. Koski as a general partner of the KFLP, may be deemed to be the beneficial owner of the 1,628,419 shares of Common Stock beneficially owned by the KFLP, constituting approximately 3.4% of the Common Stock of the Issuer outstanding as reported by the Company as of November 8, 2019. Mr. Koski may be deemed to have shared voting power and investment power with respect to such shares of Common Stock. Mr. Koski directly beneficially owns 525,109 shares of common stock, consisting of 277,839 shares directly owned and 247,270 shares able to be acquired upon the exercise of stock options granted pursuant to our Director compensation program, of the Issuer outstanding as reported by the Company as of November 8, 2019, Mr. Koski has an additional 78,270 shares to be acquired upon the exercise of stock options which are not exercisable until June 30, 2020. Mr. Koski also may be deemed to be the beneficial owner of an aggregate of 53,086 shares of Common Stock owned by trusts of which Mr. Koski serves as sole trustee as follows: the Robert Clayton Koski Trust for the benefit of Anthony James Hunter (10,760 shares); The Robert Clayton Koski Trust for the benefit of Hunter Buchanan Koski (10,760 shares); The Robert Clayton Koski Trust for the benefit of Clayton Ward Bennett (10,000 shares); and The Robert Clayton Koski Trust for the benefit of Robert Edward Koski (10,760 shares) and the Robert Clayton Koski Trust for the benefit of Elyse Margaux Koski (10,806 shares). Mr. Koski has sole voting and investment power with respect to these shares. Mr. Koski’s beneficial individual holdings together with the trust holdings constitute 1.2% of the Common Stock of the Issuer outstanding as reported by the Company as of November 8, 2019 and together with the KFLP shares and warrants constitute 4.7%.

 

(c) To the best knowledge of the Reporting Persons, except for the KFLP sale transaction described in this statement, none of the Reporting Persons has effected any transactions in the securities of the Issuer during the past 60 days.

 

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported by this statement.

 

(e) On December 30, 2019, the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Company’s Common Stock based on the number of shares of Common Stock outstanding as reported by the Company as of November 8, 2019.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7.		Material to Be Filed as Exhibits
Exhibit 99.1**		Power of Attorney of the KFLP dated July 1, 2009.
Exhibit 99.2**		Power of Attorney of Christine L. Koski dated July 1, 2009.
Exhibit 99.3**		Power of Attorney of Robert C. Koski dated July 2, 2009.
Exhibit 99.4**		Power of Attorney of Thomas L. Koski dated July 2, 2009.
Exhibit 99.5**		Power of Attorney of Beverly Koski dated July 2, 2009.
Exhibit 99.6**		Joint Filing Agreement, dated July 8, 2009, by and among the Reporting Persons.

 

* Filed as Exhibits to the Form 8-K filed on November 9, 2017.

** Filed as Exhibits to the Original Schedule 13D filed on July 8, 2009 and incorporated herein by reference.

 

 

SIGNATURE

 

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 accurate.

 

Dated: January 24, 2020

 

 

	KOSKI FAMILY LIMITED PARTNERSHIP
	By:	/s/ Christine L. Koski*
		Christine L. Koski
		General Managing Member
	/s/ Christine L. Koski*
	Christine L. Koski
	/s/ Robert C. Koski*
	Robert C. Koski
	/s/ Thomas L. Koski*
	Thomas L. Koski
	/s/ Beverly Koski*
	Beverly Koski
	*By:	/s/ Mark A. Catchur
		Mark A. Catchur
		As Attorney-in-Fact

 

* Mr. Mark A. Catchur is signing as Attorney-in-Fact pursuant to powers of attorney dated July 1, 2009 and July 2, 2009 granted by each Reporting Person, copies of which are filed as exhibits to the Original Schedule 13D filed on July 8, 2009 and incorporated herein by reference.

 

 

Index of Exhibits

 

Item 7.		Material to Be Filed as Exhibits
Exhibit 99.1**		Power of Attorney of the KFLP dated July 1, 2009.
Exhibit 99.2**		Power of Attorney of Christine L. Koski dated July 1, 2009.
Exhibit 99.3**		Power of Attorney of Robert C. Koski dated July 2, 2009.
Exhibit 99.4**		Power of Attorney of Thomas L. Koski dated July 2, 2009.
Exhibit 99.5**		Power of Attorney of Beverly Koski dated July 2, 2009.
Exhibit 99.6**		Joint Filing Agreement, dated July 8, 2009, by and among the Reporting Persons.

 

* Filed as Exhibits to the Form 8-K filed on November 9, 2017.

** Filed as Exhibits to the Original Schedule 13D filed on July 8, 2009 and incorporated herein by reference.