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SEC Comment Letter 0000000000-25-003812 to ORAGENICS INC (OGEN)

ORAGENICS INC
Date: April 10, 2025 · CIK: 0001174940 · Accession: 0000000000-25-003812

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File numbers found in text: 001-32188

Date
April 10, 2025
Author
Division of
Form
UPLOAD
Company
ORAGENICS INC

Letter

Re: Oragenics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 14, 2025 File No. 001-32188 Dear Janet Huffman:

April 10, 2025

Janet Huffman Chief Financial Officer Oragenics, Inc. 1990 Main Street Suite 750 Sarasota, Florida 34326

We have limited our review of your filing to the financial statements and related disclosures and have the following comments.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2024 Item 9A. Controls and Procedures Disclosure Controls and Procedures, page 69

1. Please confirm that in future filings you will provide a definitive conclusion as to the effectiveness of your disclosure controls and procedures. Refer to Item 307 of Regulation S-K.

Notes to Consolidated Financial Statements, page F-7

2. We note that certain disclosures related to transactions occurring during the periods presented in your financial statements appear to have been omitted from your footnote disclosure. For example, disclosures related to the accounting for your acquisition of Odyssey were previously provided in your Form 10-K for the year ended December 31, 2023 but such disclosures have been omitted from your 2024 Form 10-K. In addition, disclosures related to your preferred stock activity, including the conversion April 10, 2025 Page 2

of your Class A and Class B preferred shares into common shares and a description of the significant terms of your Series F preferred shares, have not been provided. Please confirm that you will revise your future filings to disclose all applicable significant accounting policies as well as informative footnote disclosure to support material transactions and amounts reported in your financial statements for each period presented. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 with any questions.

Sincerely,
Division of
Corporation Finance
Office of Life
Sciences

Show Raw Text
<DOCUMENT>
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<TEXT>
 April 10, 2025

Janet Huffman
Chief Financial Officer
Oragenics, Inc.
1990 Main Street Suite 750
Sarasota, Florida 34326

 Re: Oragenics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 14, 2025
 File No. 001-32188
Dear Janet Huffman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures
Disclosure Controls and Procedures, page 69

1. Please confirm that in future filings you will provide a definitive
conclusion as to the
 effectiveness of your disclosure controls and procedures. Refer to Item
307 of
 Regulation S-K.

Notes to Consolidated Financial Statements, page F-7

2. We note that certain disclosures related to transactions occurring
during the periods
 presented in your financial statements appear to have been omitted from
your footnote
 disclosure. For example, disclosures related to the accounting for your
acquisition of
 Odyssey were previously provided in your Form 10-K for the year ended
December
 31, 2023 but such disclosures have been omitted from your 2024 Form
10-K. In
 addition, disclosures related to your preferred stock activity,
including the conversion
 April 10, 2025
Page 2

 of your Class A and Class B preferred shares into common shares and a
description of
 the significant terms of your Series F preferred shares, have not been
provided. Please
 confirm that you will revise your future filings to disclose all
applicable significant
 accounting policies as well as informative footnote disclosure to
support material
 transactions and amounts reported in your financial statements for each
period
 presented.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
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