SEC Company Response from ORAGENICS INC (OGEN) (CIK 0001174940) (OGEN) — Jul 7, 2010
ORAGENICS INC (OGEN) (CIK 0001174940)
Date: July 7, 2010 · CIK: 0001174940 · Accession: 0001144204-10-037012
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32188
Referenced dates: July 7, 2010
Letter
Via Edgar United States Securities and Exchange Commission, Division of Corporation Finance Oragenics, Inc. Schedule 14A Filed June 29, 2010 File No. 001-32188
Dear Mr. Riedler and Ms. Riegel:
On behalf of Oragenics, Inc. (the “Company”), set forth below are responses to the Staff of the Division of Corporation Finance’s comment letter dated July 7, 2010, with respect to Oragenics’ Schedule 14A (001-32188). For your convenience, the Staff’s comments are set forth in bold and followed by the Company’s responses.
As discussed with Ms. Riegel today, the Company proposes to make the below referenced changes to its proxy statement in response to the Staff’s comments in its Definitive proxy filing upon the Staff’s issuance of a no further comment letter to the Company.
Comments
1.
On page 11, you disclose that because the number of issued and outstanding shares of common stock will decrease as result of the reverse stock split, the number of authorized but unissued shares of common stock may increase on a relative basis. Please explain how this may occur as you also state on page 11 that the number of authorized shares of common stock will be reduced. For example, will the reverse stock split ratio of the outstanding shares of common stock be a different ratio that the authorized shares of common stock?
Jennifer Riegel
Securities and Exchange Commission
July 7,
Page
Response:
The Company will revise its disclosure to delete the referenced bullet point as the Company expects its authorized shares would be split in accordance with the Board determined split ratio of common stock in accordance with the range identified.
2.
If the number of authorized but unissued shares of common stock may increase on a relative basis, please disclose whether you currently have, or do not have, any plans to issue any of the additional shares that would be authorized but unissued as a result of the approval of the reverse stock split.
Response:
For the reason set forth in our response to comment 1 above, the Company does not expect a corresponding relative increase in its authorized shares as a result of implementing any of the split ratios.
3.
Please revise your disclosure to remove any inconsistencies.
·
On page 8, you disclose that you are seeking to approve a reverse stock split at a ratio of not less than one-for-six and not more than one-for twenty statement. On page 11 and elsewhere in the proxy statement, however, you disclose that you are seeking to approve a reverse stock split at a ratio of not less that one-for-two and not-more than one-for-twenty.
Response:
The disclosure will be revised to change the reference of “six” to “two” on page 8.
·
On page 10, you disclose that your board may elect to effect any one of the four reverse split rations. On page 11, however, you provide examples of the effects of the implementation of seven different ranges.
Response:
On page 10, the word “four” will be deleted and the words “within the range indicated” inserted in the sentence where the word “four” appeared as follows:
Our Board of Directors, in its sole discretion, may elect to effect any one (but not more than one) of the four reverse split ratios within the range indicated after receipt of shareholder approval, or none of them if our Board of Directors determines in its sole discretion not to proceed with the reverse stock split.
* * * * *
As requested, the Company acknowledges the following:
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
Jennifer Riegel
Securities and Exchange Commission
July 7,
Page
That 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Should you have any questions or clarifications of the matters raised in this letter please contact me at (813) 227-2264.
Sincerely,
/s/Mark A. Catchur
Show Raw Text
CORRESP
1
filename1.htm
Bank
of America Plaza
101
East Kennedy Boulevard
Suite
2800
Tampa,
Florida 33602
813.229.7600
813.229.1660
fax
www.slk-law.com
MARK
A. CATCHUR
(813)
227-2264
mcatchur@slk-law.com
July 7,
2010
Via
Edgar
Jeffrey
Riedler and Jennifer Riegel
United
States Securities and Exchange Commission,
Division
of Corporation Finance
100 F
Street
Mail Stop
4720
Washington,
DC 20549
Re:
Oragenics,
Inc.
Schedule
14A
Filed
June 29, 2010
File
No. 001-32188
Dear Mr.
Riedler and Ms. Riegel:
On behalf of Oragenics, Inc. (the
“Company”), set forth below are responses to the Staff of the Division of
Corporation Finance’s comment letter dated July 7, 2010, with respect to
Oragenics’ Schedule 14A (001-32188). For your convenience, the
Staff’s comments are set forth in bold and followed by the Company’s
responses.
As discussed with Ms. Riegel today, the
Company proposes to make the below referenced changes to its proxy statement in
response to the Staff’s comments in its Definitive proxy filing upon the Staff’s
issuance of a no further comment letter to the Company.
Comments
1.
On page 11, you disclose that
because the number of issued and outstanding shares of common stock will
decrease as result of the reverse stock split, the number of authorized
but unissued shares of common stock may increase on a relative
basis. Please explain how this may occur as you also state on
page 11 that the number of authorized shares of common stock will be
reduced. For example, will the reverse stock split ratio of the
outstanding shares of common stock be a different ratio that the
authorized shares of common
stock?
Jennifer
Riegel
Securities
and Exchange Commission
July 7,
2010
Page
2
Response:
The Company will revise its
disclosure to delete the referenced bullet point as the Company expects
its authorized shares would be split in accordance with the Board
determined split ratio of common stock in accordance with the range
identified.
2.
If the number of authorized but
unissued shares of common stock may increase on a relative basis, please
disclose whether you currently have, or do not have, any plans to issue
any of the additional shares that would be authorized but unissued as a
result of the approval of the reverse stock
split.
Response:
For the reason set forth in our
response to comment 1 above, the Company does not expect a corresponding
relative increase in its authorized shares as a result of implementing any
of the split ratios.
3.
Please revise your disclosure to
remove any inconsistencies.
·
On page 8, you disclose that you
are seeking to approve a reverse stock split at a ratio of not less than
one-for-six and not more than one-for twenty statement. On page
11 and elsewhere in the proxy statement, however, you disclose that you
are seeking to approve a reverse stock split at a ratio of not less that
one-for-two and not-more than
one-for-twenty.
Response:
The disclosure will be revised to
change the reference of “six” to “two” on page
8.
·
On page 10, you disclose that your
board may elect to effect any one of the four reverse split
rations. On page 11, however, you provide examples of the
effects of the implementation of seven different
ranges.
Response:
On page 10, the word “four” will
be deleted and the words “within the range indicated” inserted in the
sentence where the word “four” appeared as
follows:
Our Board of Directors, in its sole
discretion, may elect to effect any one (but not more than one) of the
four
reverse split ratios
within the range
indicated after receipt of
shareholder approval, or none of them if our Board of Directors determines in
its sole discretion not to proceed with the reverse stock
split.
* * * * *
As requested, the Company acknowledges
the following:
The Company is responsible for the
adequacy and accuracy of the disclosure in the filing;
Jennifer
Riegel
Securities
and Exchange Commission
July 7,
2010
Page
3
That 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
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United
States.
Should you have any questions or
clarifications of the matters raised in this letter please contact me at (813)
227-2264.
Sincerely,
/s/Mark A. Catchur
Mark A. Catchur,
Partner
c: David
Hirsch, Chief Executive Officer