Odyssey Health Takes Significant Stake in Oragenics (ORAGENICS INC)

TL;DR

**Odyssey Health just became a major player in Oragenics, watch for potential strategic shifts.**

AI Summary

Odyssey Health, Inc. has filed an SC 13D, indicating they became a significant shareholder in Oragenics, Inc. on December 28, 2023. This filing signals that Odyssey Health now holds a substantial stake in Oragenics' Common Stock, par value $0.001 per share, triggering disclosure requirements. For Oragenics shareholders, this matters because a new major investor could influence company strategy, operations, or even lead to future corporate actions like a merger or acquisition, potentially impacting stock valuation.

Why It Matters

A new major shareholder like Odyssey Health could push for strategic changes at Oragenics, potentially affecting its future direction and stock performance.

Risk Assessment

Risk Level: medium — The entry of a new significant shareholder introduces uncertainty regarding future corporate control and strategic direction, which can be both positive and negative.

Analyst Insight

A smart investor would monitor Oragenics, Inc. (ORAGENICS INC) for any subsequent filings or news releases from Odyssey Health, Inc. that might detail their intentions or plans for their significant stake, as this could signal potential strategic shifts or corporate actions.

Key Players & Entities

• Odyssey Health, Inc. (company) — the entity filing the SC 13D, reporting a significant stake in Oragenics, Inc.
• Oragenics, Inc. (company) — the subject company in which Odyssey Health, Inc. has acquired a significant stake.
• Joseph M. Redmond (person) — authorized to receive notices and communications for Odyssey Health, Inc.
• December 28, 2023 (date) — the date of the event which required the filing of this statement.
• $0.001 (dollar_amount) — the par value per share of Oragenics, Inc. Common Stock.

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $1,000,000 — ased Assets”) in exchange for (i) $1,000,000 in cash and 8,000,000 shares of convert
• $500,000 — cash is to be paid in two installments: $500,000 upon the execution of the Purchase Agre

Filing Documents

• odyssey_sch13d.htm (SC 13D) — 41KB
• 0001683168-24-000887.txt ( ) — 43KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Oragenics, Inc., a Florida corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1990 Main Street, Suite 750, Sarasota, FL 33426.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s). (a) This statement is being filed by Odyssey Health, Inc. (the “Reporting Person”) (b) 2300 West Sahara Avenue, Suite 800-4012, Las Vegas, NV 89102; (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (e) The Reporting Person has not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, 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; and (f) The Reporting Person is a United States corporation.

SOURCE AND AMOUNT OF FUNDS OR OTHER

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person has received 511,308 shares of Common Stock of the Issuer pursuant to the Asset Purchase Agreement (“Agreement”). For additional information regarding the Agreement and the transactions contemplated thereto, described in Item 4 below. The information set forth in Item 4 is incorporated by reference herein.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION On October 4, 2023, Oragenics, Inc. (the “Issuer”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Odyssey Health, Inc., f/k/a Odyssey Group International, Inc., a Nevada corporation (“Odyssey”). Pursuant to the Purchase Agreement, the Issuer has agreed to purchase and assume, and Odyssey has agreed to sell and assign, certain assets and certain liabilities related to a segment of Odyssey’s business focused on developing medical products that treat brain related illnesses and diseases (the “Purchased Assets”) in exchange for (i) $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock (“Series F Preferred Stock”), on and subject to the terms and conditions set forth therein (such transaction, the “Odyssey Asset Purchase”). The Purchased Assets include drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann Pick Disease Type C (NPC), as well as Odyssey’s proprietary powder formulation and its nasal delivery device. The cash is to be paid in two installments: $500,000 upon the execution of the Purchase Agreement and $500,000 upon the earlier of (a) the closing of the Purchase Agreement (the “Closing), (b) within three (3) business days after the date that Odyssey has obtained its stockholders’ approval approving the Odyssey Asset Purchase and (c) immediately upon the Issuer’s wrongful termination of the Purchase Agreement in breach of the Purchase Agreement. 3 On December 28, 2023, the Issuer successfully closed the Odyssey Purchase Agreement. At such time, the Issuer purchased and assumed, and Odyssey sold and assigned, all assets (and assumed certain liabilities) related to the segment of Odyssey’s business focused on developing medical products that treat brain related illnesses and diseases (the “Purchased Ass

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Person (based on 511,308 beneficially owned shares of Common Stock, divided by 3,080,693 shares, composed of: (i) 2,569,385 shares of Common Stock outstanding as of September 30, 2023 as reported on the Issuer’s Form 10-K filed with the SEC on November 9, 2023, and (ii) 511,308 shares of Common Stock held by the Reporting Person) are as follows: a) Amount beneficially owned: 511,308 Percentage: 16.6% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 511,308 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 511,308 iv. Shared power to dispose or to direct the disposition of: 0 (c) The Reporting Person has not effected any transactions of the Common Stock during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D which information is incorporated herein by reference. (d) Not applicable. (e) Not applicable.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except for the arrangement pursuant to the Purchase Agreement described above in Item 4, which is incorporated herein by reference, the Reporting Person has not entered into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer. 4

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1 Asset Purchase Agreement, dated as of October 4, 2023, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 5, 2023). 99.2 Completion of Acquisition by and between the Issuer and the Reporting Person (incorporated by reference to on Form 8-K filed by the Issuer with the SEC on December 29, 2023). 99.3 Executive Employment Agreement for Mr. Redmond dated December 28, 2023, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 29, 2023). 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: February 12, 2024 Odyssey Health, Inc. Joseph M. Redmond /s/Joseph M. Redmond Joseph M. Redmond President and Chief Executive Officer 5

View Full Filing

View this SC 13D filing on SEC EDGAR