SEC Comment Letter for ORAGENICS INC (OGEN) (CIK 0001174940) (OGEN) — Jul 21, 2009
ORAGENICS INC (OGEN) (CIK 0001174940)
Date: July 21, 2009 · CIK: 0001174940 · Accession: 0000000000-09-038668
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32188
Letter
Via Facsimile and U.S. Mail Mail Stop 4720 July 21, 2009 David B. Hirsch Chief Executive Officer Oragenics, Inc. 13700 Progress Blvd. Alachua, Florida 32615
Re: Oragenics, Inc. Form 10-K for fiscal year ended December 31, 2008 As Amended on April 29, 2009 Form 10-Q for the quarter ly period ended March 31, 2009 Filed May 20, 2009 File No. 001-32188
Dear Mr. Hirsch:
We have reviewed your filings and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your docum ents. Where indicated, we think you should amend your document in resp onse to our first comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. In our second comment, we ask you to provide us with information to better understand your disc losure. After reviewing the information provided, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K/A for the fiscal year ended December 31, 2008
Exhibits 31.1 and 31.2 1. The certifications filed are not dated as re quired by Item 601(b)(31) of Regulation S- K. Please file an amendment to the Form 10-K that includes the entire Part III information and new, corrected certificati ons signed by your curre nt chief executive officer and chief financial officer.
David B. Hirsch Oragenics, Inc. July 21, 2009 Page 2 Form 10-Q for the quarterly period ended March 31, 2009
Exhibits 31.1 and 31.2
2. Please tell us why these certifications do not include the entire introductory language of paragraph 4 to also address your offi cers’ responsibility for establishing and maintaining internal contro l over financial reporting.
* * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. Please furnish on EDGAR under the form type label CORRESP a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide , in your letter, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
David B. Hirsch Oragenics, Inc. July 21, 2009 Page 3 You may contact Donald Abbott, Seni or Accountant, at (202) 551-3608 if you have questions regarding the comments. In th is regard, do not hesitate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g Senior Assistant Chief Accountant
Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 4720
July 21, 2009
David B. Hirsch
Chief Executive Officer
Oragenics, Inc.
13700 Progress Blvd.
Alachua, Florida 32615
Re: Oragenics, Inc.
Form 10-K for fiscal year ended December 31, 2008
As Amended on April 29, 2009
Form 10-Q for the quarter ly period ended March 31, 2009
Filed May 20, 2009
File No. 001-32188
Dear Mr. Hirsch:
We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your docum ents. Where indicated, we
think you should amend your document in resp onse to our first comment. If you
disagree, we will consider your explanation as to why our comment is inapplicable or a
revision is unnecessary. In our second comment, we ask you to provide us with
information to better understand your disc losure. After reviewing the information
provided, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K/A for the fiscal year ended December 31, 2008
Exhibits 31.1 and 31.2
1. The certifications filed are not dated as re quired by Item 601(b)(31) of Regulation S-
K. Please file an amendment to the Form 10-K that includes the entire Part III
information and new, corrected certificati ons signed by your curre nt chief executive
officer and chief financial officer.
David B. Hirsch
Oragenics, Inc. July 21, 2009 Page 2
Form 10-Q for the quarterly period ended March 31, 2009
Exhibits 31.1 and 31.2
2. Please tell us why these certifications do not include the entire introductory language
of paragraph 4 to also address your offi cers’ responsibility for establishing and
maintaining internal contro l over financial reporting.
* * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. Please furnish on
EDGAR under the form type label CORRESP a cover letter with your amendment that
keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments.
.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
David B. Hirsch
Oragenics, Inc. July 21, 2009 Page 3
You may contact Donald Abbott, Seni or Accountant, at (202) 551-3608 if you
have questions regarding the comments. In th is regard, do not hesitate to contact me, at
(202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g
Senior Assistant Chief
Accountant