Amended Statement of Ownership (sc 13g/a)
January 29 2021 - 6:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Oragenics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
684023302
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
1.
|
Names
of Reporting Persons.
|
|
|
|
Mitchell P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
☐
|
|
(b)
☐
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
United States of America
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
|
|
0
|
|
6.
|
Shared
Voting Power
|
|
|
1,491,667
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
1,491,667
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
1,491,667 (see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
1.6% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
1.
|
Names
of Reporting Persons.
|
|
|
|
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
|
|
|
(a) ☐
|
|
(b) ☐
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole Voting
Power
|
|
|
0
|
|
6.
|
Shared Voting Power
|
|
|
1,491,667
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared Dispositive Power
|
|
|
|
1,491,667
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
1,491,667 (see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
1.6% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
1.
|
Names
of Reporting Persons.
|
|
|
|
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
|
|
|
(a) ☐
|
|
(b) ☐
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole Voting
Power
|
|
|
0
|
|
6.
|
Shared Voting Power
|
|
|
1,491,667
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared Dispositive Power
|
|
|
|
1,491,667
|
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
|
|
|
|
1,491,667 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
|
|
|
|
1.6% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
OO
|
This Amendment No. 2 is being filed jointly by the Reporting
Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”)
on April 1, 2019, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 11, 2020 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain
unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
(a) and (b):
As of close of business on December 31, 2020, each of the Reporting
Persons may have been deemed to have beneficial ownership of 1,491,667 shares of Common Stock issuable upon exercise of a warrant
held by Intracoastal (the “Intracoastal Warrant”), and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 1.6% of the Common Stock, based on (1) 91,766,928 shares
of Common Stock outstanding as of December 29, 2020 as reported by the Issuer, plus (2) 1,491,667 shares of Common Stock issuable
upon exercise of the Intracoastal Warrant.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote:
1,491,667 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 1,491,667 .
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
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 correct.
Date: January 29,
2021
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
|
|
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
|
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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