SecProbe.io

CORRESP
 1
 filename1.htm

 DAWSON JAMES SECURITIES INC.

 101 North Federal Highway

 Suite 600

 Boca Raton, Fl 33432

 June 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attn: Lauren Hamill, Division of Corporation Finance

 Re:
 Oragenics, Inc. (the "Company")

 Registration Statement on Form S-1

 File No. 333-288225

 Request for Acceleration

 Dear Ms. Hamill:

 Dawson James Securities Inc., the placement agent
in the offering contemplated in the Registration Statement referenced above, hereby requests, pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, that the effective date of the above referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on June 30, 2025 or as soon thereafter as is practicable.

 Once the Registration Statement
has been declared effective, please confirm that event with Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.

 Very truly yours,

 DAWSON JAMES SECURITIES INC.

 By:
 /s/ Robert D. Keyser, Jr.

 Name:
 Robert D. Keyser, Jr.

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Oragenics,
Inc.

 1990
Main Street , Suite 750

 Sarasota,
Florida 34236

 June
26, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549-3628

 Attn:
Lauren Hamill, Division of Corporation Finance

 Re:
 Oragenics, Inc. (the "Company")

 Registration Statement
 on Form S-1

 File No. 333-288225

 Request for Acceleration

 Dear
Ms. Hamill:

 In
accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests
that the effective date of the above referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on June 30, 2025 or as soon thereafter as is practicable.

 Once
the Registration Statement has been declared effective, please confirm that event with our counsel, Julio Esquivel, of Shumaker, Loop
& Kendrick, LLP, at (813) 227-2325.

 Very
 truly yours,

 By:
 /s/
 Janet Huffman

 Name:
 Janet
 Huffman

 Title:
 Chief
 Executive Officer

 c:
Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

CORRESP
 1
 filename1.htm

 101
 East Kennedy Boulevard
 Suite
 2800
 Tampa,
 Florida 33602

 JULIO
 C. ESQUIVEL
 813.227.2325
 jesquivel@shumaker.com
 o
 813.229.7600
 f
 813.229.1660
 shumaker.com

 June
23, 2025

 Via
Edgar

 Lauren
Hamill and Tim Buchmiller, Division of Corporation Finance

 Office
of Life Sciences

 United
States Securities and Exchange Commission

 100
F Street

 Washington,
DC 20549

 Re:
 Oragenics, Inc.

 Draft Registration Statement
 on Form S-1

 Submitted June 3, 2025

 CIK No. 0001174940

 Dear
Ms. Hamill and Mr. Buchmiller:

 On
behalf of Oragenics, Inc. (the "Company"), we herein respond to the comments of the Staff of the Division of Corporation
Finance dated June 17, 2025, with respect to the above referenced filing. For your convenience, the Staff's comments are set forth
in bold and followed by the Company's response.

 Comments

 Draft
Registration Statement on Form S-1
Cover Page

 1.
Please revise here and in the section captioned Determination of Offering Price on page 28 to explain how you determined the $25.00 offering
price per unit of Series H Convertible Preferred Stock and accompanying Warrant, and the assumed conversion price of $3.60 per share.
If either the offering price per unit or the conversion price has been arbitrability determined, please state this clearly throughout
the prospectus and add risk factor disclosure to this effect as appropriate, or otherwise advise.

 Response:
In response to the Staff's comment, we have revised the cover page and section captioned Determination of Offering Price on page
28 to explain how the Company determined the $25.00 offering price per unit of Series H Convertible Preferred Stock and accompanying
Warrant, and have clearly stated, in the cover page, the section captioned Determination of Offering Price and throughout the prospectus
that it was arbitrarily determined. We also have added a risk factor on this topic. With regard to the conversion price, we have revised
the disclosure to clarify that the Company will set the conversion price, with input from the Placement Agent, at the pricing of this
offering and that it is expected to be based on the closing priced of the common stock at such time, but may be at a discount to such
price (although the expectation is that it will be set at such closing price of the common stock).

 Securities
and Exchange Commission

 June
23, 2025

 Page
2

 2.
Please revise here and in the section captioned "Description of Securities We are Offering" to disclose the conversion ratio
at which the Series H Convertible Preferred Stock will convert into shares of Common Stock. Explain how the Conversion Price adjustment
provisions may impact future conversion ratio(s) and therefore the number of Common Shares that may become issuable upon conversion of
the Series H Preferred and Warrants.

 Response:
In response to the Staff's comment, we have revised the cover page and the section caption Description of Securities We Are Offering
to disclose that the conversion ratio is determined by dividing the Offering Price of $25 by the Conversion Price, with the Conversion
Price being set by the Company, with input by the Placement Agent, at the pricing of this offering. We further have provided examples
of the ratio and how many shares of Common Stock would be issued based on an assumed Conversion Price of $3.60 and a modified Conversion
Price of $2.50.

 3.
Please revise the cover page, the Summary, and the section captioned "Description of Securities We Are Offering" to highlight
that the Certificate of Designation for the Series H Convertible Preferred Stock contains anti-dilution provisions that may result in
the reset and reduction of the Conversion Price for the Preferred Stock if you enter into a future financing transaction that triggers
lowering the Conversion Price. If true, explain that because the Conversion Price is not subject to any floor, future conversions could
result in an indeterminate increased number of shares of Common Stock being issued. Include clear disclosure regarding the operation
of any such provisions that will impact the number of shares of Common Stock to be issuable upon conversion, and explain the impact to
the Company if you may not have sufficient available shares available to satisfy the future conversion of the Preferred Stock and the
dilutive impact to shareholders. Additionally, discuss the effect of this offering on your ability to raise additional capital.

 Response:
In response to the Staff's comment, we have revised the cover page, the Summary, and the section captioned "Description of
Securities We Are Offering" to highlight that the Certificate of Designation for the Series H Convertible Preferred Stock contains
anti-dilution provisions that may result in the reset and reduction of the Conversion Price for the Preferred Stock if the Company enters
into a future financing transaction that triggers lowering the Conversion Price. Furthermore, we have revised the disclosure to explain
that because the Conversion Price is not subject to any floor, future conversions could result in an indeterminate increased number of
shares of Common Stock being issued and have included clear disclosure regarding the operation of any such provisions that will impact
the number of shares of Common Stock to be issuable upon conversion. We further have explained the impact to the Company if the Company
does not have sufficient available shares available to satisfy the future conversion of the Preferred Stock and the dilutive impact to
shareholders. Additionally, we have revised the disclosure, including in the Risk Factors, to discuss the effect of this offering on
the Company's ability to raise additional capital.

 Securities
 and Exchange Commission

 June
23, 2025

 Page
3

 Risk
Factors, page 13

 4.
We note your disclosure that you effectuated a one-for-thirty reverse stock split of your issued and outstanding Common Stock on June
3, 2025. If true, include risk factor disclosure explaining that this offering could cause the Company's common stock price to
fall below the minimum bid price, which could result in its shares being delisted from the NYSE American. In such risk factor, describe
the decrease in the value of your Common Stock pre-split, and include discussion of your decision to effect the one-for-thirty reverse
stock split in order to increase the price per share. If applicable, describe any potential limitations on the Company's ability
to use a reverse stock split to regain compliance with the minimum price criteria again in the future.

 Response:
In response to the Staff's comment, we have revised the Risk Factors to include disclosure regarding the one-for-thirty Reverse
Stock Split the Company effectuated on June 3, 2025, including to explain that this offering could cause the Company's common stock
price to fall below the minimum price required by the NYSE American, which could result in its shares being delisted from the NYSE American.
In such risk factor, we have included a discussion of the Company's decision to effect the one-for-thirty Reverse Stock Split to
increase the price per share and have described the potential limitations on the Company's ability to use a reverse stock split
to regain compliance with the minimum price criteria again in the future.

 5.
We note that your auditor has expressed substantial doubt about your ability to continue as a going concern. Please add a risk factor
describing the potential effect that this conclusion may have on your ability to raise additional funds through equity or debt financing,
as well as the potential terms of any such financings. In this regard, we note that under the terms of the Certificate of Designation
for the Series H Convertible Preferred Stock, the Conversion Price may be impacted by the price at which you issue your securities in
future financings.

 Response:
In response to the Staff's comment, we have added a Risk Factor to describe the potential effect on the Company's ability
to raise additional funds through equity or debt financing as a result of the Company's auditor's conclusion that the Company
may not be able to continue as a going concern, including to address that such going concern may result in downward pressure on the Company's
stock price, which could result in the Company undertaking a future financing that triggers the anti-dilution adjustment contained in
the Certificate of Designation for the Series H Convertible Preferred Stock, and the risks thereof.

 The
market price of our Common Stock may never exceed the Conversion Price of the Preferred Stock., page 17

 Securities
 and Exchange Commission

 June
23, 2025

 Page
4

 6.
Please revise to provide context for your disclosure that the market price of your Common Stock may never exceed the Conversion Price
prior to the expiration of the Warrants. If true, explain in such case the unlikelihood that the Company will receive significant proceeds
from exercises of the Warrants.

 Response:
In response to the Staff's comment, we have revised the disclosure to further explain and provide context for the Company's
disclosure that the market price of its Common Stock may never exceed the Conversion Price prior to the expiration of the Warrants, which
would likely result in the Warrants expiring without being exercised, which would result in the Company never receiving any additional
proceeds from the exercise of the Warrants.

 Use
of Proceeds, page 18

 7.
We note that you intend to use the net proceeds from this offering "to fund your ongoing ONP-2 concussion clinical trials, along
with other related research development activities, to repay the $3 million Bridge Note, as well as for working capital and other general
corporate purposes." In this regard:

 ● Please
 revise to disclose how far into the development process you anticipate such proceeds will
 enable you to reach. Although we note your disclosure that the net proceeds from this offering
 will not be sufficient for you to fund your ONP-002 product candidate through regulatory
 approval, please clarify whether you anticipate being able to fund your Phase 2a and Phase
 2b trials with the proceeds from this offering.

 ● Please
 revise this section to disclose the interest rate and maturity of the Bridge Note. Refer
 to Instruction 4 to Item 504 of Regulation S-K.

 ● As
 this is a best efforts offering with no minimum offering amount, please revise your disclosure
 to explain how proceeds will be allocated (1) in the event you raise less than the full $18.25
 million, assuming no exercise of the Warrants, and (2) in the event you raise less than the
 full $3 million needed to repay the Bridge Note at maturity.

 ● As
 appropriate, include risk factor disclosure related to the Bridge Note maturity and any impact
 to the Company if the Bridge Note is not repaid in full or in part using the offering proceeds,
 or otherwise advise. For example, discuss how the repayment of the Bridge Loan would impact
 the cash you have available for other purposes and to execute your business strategy.

 Response:
In response to the Staff's comment, we have revised the disclosure to:

 ● Disclose
 approximately how far into the development process the Company anticipates that the proceeds
 from the offering will allow it to reach and have clarified whether the Company anticipates
 being able to fund its Phase 2a and Phase 2b trials with the proceeds from this offering;

 Securities
 and Exchange Commission

 June
23, 2025

 Page
5

 ● Disclose
 the interest rate and maturity of the Bridge Note;

 ● Explain
 how proceeds will be allocated (1) in the event the Company raises less than the full $18.25
 million, assuming no exercise of the Warrants, and (2) in the event the Company’s raises
 less than the full $3 million needed to repay the Bridge Note at maturity; and

 ● Include
 a risk factor related to the Bridge Note maturity and the impact to the Company if the Bridge
 Note is not repaid.

 Information
Incorporated by Reference, page 31

 8.
Please incorporate by reference your Quarterly Report on Form 10-Q for the period
ended March 31, 2025, as filed on May 9, 2025. Refer to Item 12(a)(2) of Form S-1.

 Response: In response to the Staff's comment, we have incorporated by reference the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed on May 9, 2025

 The
Company acknowledges it is responsible for the adequacy and accuracy of the disclosure in its filings. Should you have any questions
or clarifications of the matters raised in this letter please contact the undersigned at (813) 229-7600.

 Sincerely,

 /s/Julio
 C. Esquivel

 Julio C. Esquivel

 cc:
Janet Huffman, Chief Executive Officer, Oragenics, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

Janet Huffman
Chief Executive Officer
Oragenics, Inc.
1990 Main Street, Suite 750
Sarasota, FL 34236

 Re: Oragenics, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 3, 2025
 CIK No. 0001174940
Dear Janet Huffman:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. Please revise here and in the section captioned Determination of
Offering Price on
 page 28 to explain how you determined the $25.00 offering price per unit
of Series H
 Convertible Preferred Stock and accompanying Warrant, and the assumed
conversion
 price of $3.60 per share. If either the offering price per unit or the
conversion price
 has been arbitrability determined, please state this clearly throughout
the
 prospectus and add risk factor disclosure to this effect as appropriate,
or otherwise
 advise.
2. Please revise here and in the section captioned "Description of
Securities We are
 Offering" to disclose the conversion ratio at which the Series H
Convertible Preferred
 Stock will convert into shares of Common Stock. Explain how the
Conversion Price
 June 17, 2025
Page 2

 adjustment provisions may impact future conversion ratio(s) and
therefore the number
 of Common Shares that may become issuable upon conversion of the Series
H
 Preferred and Warrants.
3. Please revise the cover page, the Summary, and the section captioned
"Description of
 Securities We Are Offering" to highlight that the Certificate of
Designation for the
 Series H Convertible Preferred Stock contains anti-dilution provisions
that may result
 in the reset and reduction of the Conversion Price for the Preferred
Stock if you enter
 into a future financing transaction that triggers lowering the
Conversion Price. If true,
 explain that because the Conversion Price is not subject to any floor,
future
 conversions could result in an indeterminate increased number of shares
of Common
 Stock being issued. Include clear disclosure regarding the operation of
any such
 provisions that will impact the number of shares of Common Stock to be
issuable
 upon conversion, and explain the impact to the Company if you may not
have
 sufficient available shares available to satisfy the future conversion
of the Preferred
 Stock and the dilutive impact to shareholders. Additionally, discuss the
effect of this
 offering on your ability to raise additional capital.
Risk Factors, page 13

4. We note your disclosure that you effectuated a one-for-thirty reverse
stock split of
 your issued and outstanding Common Stock on June 3, 2025. If true,
include risk
 factor disclosure explaining that this offering could cause the Company
 s common
 stock price to fall below the minimum bid price, which could result in
its shares being
 delisted from the NYSE American. In such risk factor, describe the
decrease in the
 value of your Common Stock pre-split, and include discussion of your
decision to
 effect the one-for-thirty reverse stock split in order to increase the
price per share. If
 applicable, describe any potential limitations on the Company's ability
to use a reverse
 stock split to regain compliance with the minimum price criteria again
in the future.
5. We note that your auditor has expressed substantial doubt about your
ability to
 continue as a going concern. Please add a risk factor describing the
potential effect
 that this conclusion may have on your ability to raise additional funds
through equity
 or debt financing, as well as the potential terms of any such
financings. In this regard,
 we note that under the terms of the Certificate of Designation for the
Series H
 Convertible Preferred Stock, the Conversion Price may be impacted by the
price at
 which you issue your securities in future financings.
The market price of our Common Stock may never exceed the Conversion Price of
the
Preferred Stock., page 17

6. Please revise to provide context for your disclosure that the market
price of your
 Common Stock may never exceed the Conversion Price prior to the
expiration of the
 Warrants. If true, explain in such case the unlikelihood that the
Company will receive
 significant proceeds from exercises of the Warrants.
Use of Proceeds, page 18

7. We note that you intend to use the net proceeds from this offering "to
fund [y]our
 ongoing ONP-2 concussion clinical trials, along with other related
research and
 June 17, 2025
Page 3

 development activities, to repay the $3 million Bridge Note, as well as
for working
 capital and other general corporate purposes." In this regard:
 Please revise to disclose how far into the development process you
anticipate such
 proceeds will enable you to reach. Although we note your disclosure
that the net
 proceeds from this offering will not be sufficient for you to fund
your ONP-002
 product candidate through regulatory approval, please clarify whether
you
 anticipate being able to fund your Phase 2a and Phase 2b trials with
the proceeds
 from this offering.
 Please revise this section to disclose the interest rate and
maturity of the Bridge
 Note. Refer to Instruction 4 to Item 504 of Regulation S-K.
 As this is a best efforts offering with no minimum offering amount,
please revise
 your disclosure to explain how proceeds will be allocated (1) in the
event you
 raise less than the full $18.25 million, assuming no exercise of the
Warrants, and
 (2) in the event you raise less than the full $3 million needed to
repay the Bridge
 Note at maturity.
 As appropriate, include risk factor disclosure related to the Bridge
Note
 maturity and any impact to the Company if the Bridge Note is not
repaid in full or
 in part using the offering proceeds, or otherwise advise. For
example, discuss how
 the repayment of the Bridge Loan would impact the cash you have
available for
 other purposes and to execute your business strategy.
Information Incorporated by Reference, page 31

8. Please incorporate by reference your Quarterly Report on Form 10-Q for
the
 period ended March 31, 2025, as filed on May 9, 2025. Refer to Item
12(a)(2) of Form
 S-1.
 Please contact Lauren Hamill at 303-844-1008 or Tim Buchmiller at
202-551-3635
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Julio Esquivel, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 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 completed our review of your filing. 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.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Bank of America Plaza
 813.229.7600
 101 East Kennedy
 Boulevard 813.229.1660 fax
 Suite 2800
 Tampa, Florida 33602

 julio
c. esquivel

 (813)
227-2325

 jesquivel@shumaker.com

 April 11, 2025

 Via Edgar

 Frank Wyman and Angela Connell, Division of Corporation Finance

 Office of Life Sciences

 United States Securities and Exchange Commission

 100 F Street

 Washington, DC 20549

 Re:
 Oragenics, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Filed March 14, 2025

 File No. 001-32188

 Dear Mr. Wyman:

 On behalf
of Oragenics, Inc. (the "Company"), we herein respond to the comments of the Staff of the Division of Corporation Finance
dated April 10, 2025, with respect to the above referenced filing. For your convenience, the Staff's comments are set forth in bold
and followed by the Company's response.

 Comments

 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.

 Response: In all future filings, the Company will provide a definitive conclusion on the effectiveness our controls
and procedures.

 Securities and
Exchange Commission

 April
11, 2025

 Page 2

 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 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.

 Response: In all future filings, the Company will disclose all applicable significant accounting policies as
well as informative footnote disclosure to support material transactions and amounts reported in the Company's financial statements
for each period presented.

 The
Company acknowledges it is responsible for the adequacy and accuracy of the disclosure in its filings. Should you have any questions or
clarifications of the matters raised in this letter please contact the undersigned at (813) 229-7600.

 Sincerely,

 /s/Julio
 C. Esquivel

 Julio
 C. Esquivel

 cc: Janet Huffman, Chief Financial Officer, Oragenics,
Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<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>
</DOCUMENT>

CORRESP
1
filename1.htm

Oragenics,
Inc.

1990
Main Street, Suite 750

Sarasota,
Florida 34236

January
14, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549-3628

Attn:
Joseph McCann and Chris Edwards, Division of Corporation Finance

    Re:
    Oragenics,
    Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-283927

    Request
    for Acceleration

Dear
Sires:

In
accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests
that the effective date of the above referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on January 16, 2025 or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please confirm that event with our counsel, Julio Esquivel, of Shumaker, Loop
& Kendrick, LLP, at (813) 227-2325.

    Very
    truly yours,

    By:
    /s/
    Janet Huffman

    Name:
    Janet
    Huffman

    Title:
    Chief
    Financial Officer

cc:
Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

CORRESP
1
filename1.htm

    Bank
    of America Plaza

    101
    East Kennedy Boulevard

    Suite
    2800

    Tampa,
    Florida 33602

    813.229.7600

    813.229.1660
    fax

julio
c. esquivel

(813)
227-2325

jesquivel@shumaker.com

December
31, 2024

Via
Edgar

Joseph
McCann and Chris Edwards, Division of Corporation Finance

United
States Securities and Exchange Commission

100
F Street

Washington,
DC 20549

    Re:
    Oragenics,
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 18, 2024

    File
    No. 333-283927

Dear
Mr. McCann:

Set
forth below is the response of Oragenics, Inc. (the “Company”) to the Staff of the Division of Corporation Finance’s
comment letter dated December 30, 2024, with respect to the Company’s Registration Statement on Form S-3 (333-283927) filed on
December 18, 2024. For your convenience, the Staff’s comments are set forth in bold and followed by the Company’s response.

Comments

Registration
Statement on Form S-1

Cover
Page

 1. Please
                                            revise the header information to clarify that the Units may contain pre-funded warrants.
                                            Please also include the placement agent warrants in the header.

Response: The
                                            Company has amended the header information in its Form S-1 to clarify the Units may contain
                                            Pre-Funded Warrants and to include the Placement Agent Warrants.

Securities
and Exchange Commission

December
31, 2024

Page
2

Should
you have any questions or clarifications of the matters raised in this letter please contact the undersigned at (813) 229-7600.

    Sincerely,

    /s/Julio
    C. Esquivel

    Julio
    C. Esquivel

c:
Janet Huffman, Chief Financial Officer, Oragenics, Inc.

December 30, 2024
Janet Huffman
Chief Financial Officer
Oragenics, Inc.
1990 Main Street, Suite 750
Sarasota, Florida 34236
Re:Oragenics, Inc.
Registration Statement on Form S-1
Filed December 18, 2024
File No. 333-283927
Dear Janet Huffman:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise the header information to clarify that the Units may contain pre-funded
warrants. Please also include the placement agent warrants in the header.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

December 30, 2024
Page 2
            Please contact Chris Edwards at 202-551-6761 or Joe McCann at 202-551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Julio C. Esquivel, Esq.

CORRESP
1
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DAWSON
JAMES SECURITIES INC.

101
North Federal Highway

Suite
600

Boca
Raton, Fl 33432

September
3, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-3628

Attn:
Jimmy McNamara

RE:
Oragenics, Inc. (the “Company”)

Registration Statement on Form S-1

(File No. 333-281618) (the “Registration Statement”)

Dear
Mr. McNamara:

Dawson
James Securities Inc., the placement agent in the offering contemplated in the Registration Statement, hereby requests, pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such
Registration Statement will become effective as of 4:30 P.M. Eastern Time on Tuesday, September 3, 2024, or as soon thereafter as practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Mark Catchur, of Shumaker, Loop & Kendrick,
LLP, counsel to the Company, at (813) 227-2264.

    Very
    truly yours,

    DAWSON
    JAMES SECURITIES INC.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:

    Chief
    Executive Officer

CORRESP
1
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Oragenics,
Inc.

1990
Main Street, Suite 750

Sarasota,
Florida 34236

September
3, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549-3628

Attn:
Jimmy McNamara

    Re:
    Oragenics,
    Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-281618

    Request
    for Acceleration

Dear
Mr. McNamara:

In
accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests
that the effective date of the above referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on September 3, 2024, or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please confirm that event with our counsel, Mark Catchur, of Shumaker, Loop &
Kendrick, LLP, at (813) 227-2264.

    Very
    truly yours,

    By:
    /s/
    Janet Huffman

    Name:
    Janet Huffman

    Title:
    Chief
    Financial Officer

cc:
Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

August 23, 2024
J. Michael Redmond
President and Interim Principal Executive Officer
Oragenics Inc.
1990 Main Street, Suite 750
Sarasota, Florida 34236
Re:Oragenics Inc.
Registration Statement on Form S-1
Filed August 16, 2024
File No. 333-281618
Dear J. Michael Redmond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mark Catchur

CORRESP
1
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Oragenics,
Inc.

4902
Eisenhower Boulevard, Suite

Tampa,
Florida 33634

January
23, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Lauren Hamill

    Re:
    Oragenics,
    Inc. (the “Company”)

    Registration Statement on Form S-3

    File No. 333-269225

        Request for Acceleration

Dear Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
respectfully requests that the Securities and Exchange Commission take appropriate action to cause the above referenced Registration
Statement on Form S-3 (the “Registration Statement”) to be declared effective at 4:00 p.m., Eastern Time, on Wednesday,
January 25, 2023, or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Mark Catchur of Shumaker, Loop & Kendrick,
LLP at (813) 227-2264. Thank you for your assistance in this matter.

    Very
    truly yours,

    /s/
    Kimberly Murphy

    Kimberly
    Murphy

    President
    and Chief Executive Officer

  cc:
  Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

United States securities and exchange commission logo
January 19, 2023
Kimberly Murphy
Chief Executive Officer
ORAGENICS INC
4902 Eisenhower Boulevard, Suite 125
Tampa, FL 33634
Re:ORAGENICS INC
Registration Statement on Form S-3
Filed January 13, 2023
File No. 333-269225
Dear Kimberly Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Catchur

United States securities and exchange commission logo
August 8, 2022
Michael Sullivan
Chief Financial Officer
Oragenics, Inc.
4902 Eisenhower Blvd, Suite 125
Tampa, Florida 33634
Re:Oragenics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 24, 2022
File No. 001-32188
Dear Mr. Sullivan:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Oragenics,
Inc.

4902
Eisenhower Blvd | Suite 125

Tampa,
FL 33634

July
29, 2022

Via
Edgar

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Christie Wong

    Brian Cascio

    Re:
    Oragenics, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2021

    Filed March 24, 2022

    File No. 001-32188

Ladies
and Gentlemen:

Set
forth below is the response of Oragenics, Inc. (the “Company”) to the Staff of the Division of Corporation Finance’s
comment letter dated July 20, 2022, with respect to the Company’s Form 10-K (001-32188) filed on March 24, 2022. For your convenience,
the Staff’s comments are set forth in bold and followed by the Company’s response.

Comments

 1. We
                                            note on page 4 that you have multiple license agreements and product candidates in varying
                                            stages of development and clinical testing. Please revise future filings to provide more
                                            details about your research and development expenses for each period presented, including
                                            but not limited to by product/program as well as by the nature of the expenses. To the extent
                                            that you do not track expenses by product candidate, please disclose as such. In addition,
                                            disclose the specific reasons for significant changes in research and development expenses
                                            each period.

 Response:

The
Company acknowledges the Staff’s comment and will provide further detail about research and development expenses related to the
license agreements and product candidates in future filings and disclose significant changes in research and development expenses, including
the reason for such changes.

 2. Please
                                            amend your filing to revise the Section 906 certifications to include the correct year of
                                            your Form 10-K, for the period ended December 31, 2021.

 Response:

The
Company amended its Form 10-K to include updated Exhibit 32.1 and Exhibit 32.2 reflecting the correct period ended date.

Securities and Exchange Commission

July 29, 2022

Page 2

Should
you have any questions or clarifications of the matters raised in this letter please contact the undersigned at (813) 286-7900.

    Sincerely,

    Michael Sullivan, Principal Financial Officer

United States securities and exchange commission logo
July 20, 2022
Michael Sullivan
Chief Financial Officer
Oragenics, Inc.
4902 Eisenhower Blvd, Suite 125
Tampa, Florida 33634
Re:Oragenics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 24, 2022
File No. 001-32188
Dear Mr. Sullivan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development, page 81
1.We note on page 4 that you have multiple license agreements and product candidates in
varying stages of development and clinical testing.  Please revise future filings to provide
more details about your research and development expenses for each period presented,
including but not limited to by product/program as well as by the nature of the expenses.
To the extent that you do not track expenses by product candidate, please disclose as such.
In addition, disclose the specific reasons for significant changes in research and
development expenses each period.

 FirstName LastNameMichael  Sullivan
 Comapany NameOragenics, Inc.
 July 20, 2022 Page 2
 FirstName LastName
Michael  Sullivan
Oragenics, Inc.
July 20, 2022
Page 2
Exhibits 32.1 and 32.2, page 111
2.Please amend your filing to revise the Section 906 certifications to include the correct year
of your Form 10-K, for the period ended December 31, 2021.
            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.
            You may contact Christie Wong, Staff Accountant, at (202) 551-3684 or Brian Cascio,
Accounting Branch Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Oragenics,
Inc.

4902
Eisenhower Boulevard, Suite

Tampa,
Florida 33634

June
26, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Oragenics,
    Inc. (the “Company”)

    Registration
    Statement on Form S-3

    File
    No. 333-238789

    Request
    for Acceleration

Dear
Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
respectfully requests that the Securities and Exchange Commission take appropriate action to cause the above referenced Registration
Statement on Form S-3 (the “Registration Statement”) to be declared effective at 4:00 p.m., Eastern Time, on
Tuesday, June 30, 2020, or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Mark Catchur of Shumaker, Loop &
Kendrick, LLP at (813) 227-2264. Thank you for your assistance in this matter.

    Very
    truly yours,

    By:
    /s/
    Michael Sullivan

    Name:

    Michael
    Sullivan

    Title:

    Chief
    Financial Officer

cc:
Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

CORRESP
1
filename1.htm

    Bank
        of America Plaza

        101
        East Kennedy Boulevard

        Suite
        2800

        Tampa,
        Florida 33602

     813.229.7600

        813.229.1660
        fax

MARK
A. CATCHUR

(813)
227-2264

mcatchur@shumaker.com

June
19, 2020

Via
Edgar

Joseph
McCann, Division of Corporation Finance

United
States Securities and Exchange Commission

100
F Street

Washington,
DC 20549

    Re:

    Oragenics,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    May 29, 2020

    File
    No. 333-238789

Dear
Mr. McCann:

Set
forth below is the response of Oragenics, Inc. (the “Company”) to the Staff of the Division of Corporation Finance’s
comment letter dated June 12, 2020, with respect to the Company’s Registration Statement on Form S-3 (333-238789) filed
on May 29, 2020. For your convenience, the Staff’s comments are set forth in bold and followed by the Company’s response.

Comments

    1.
    You
    disclose that you are a party to a worldwide, nonexclusive intellectual property and biological materials license agreement
    with National Institute of Allergy and Infectious Diseases (“NIAID”), an institute within the National Institutes
    of Health (“NIH”), relating to your SARS-CoV-2 vaccine product candidate. Please file such contract as an exhibit
    pursuant to Item 601(b)(10) of Regulation S-K or advise.

    Response:
    The
    Company disclosed the material terms of the nonexclusive intellectual property and biological materials license (the “License
    Agreement”) in its Form 8-K filing on May 8, 2020. The Company anticipates filing the License Agreement in connection
    with its next quarterly report on Form 10-Q on or before August 17, 2020.

Should
you have any questions or clarifications of the matters raised in this letter please contact the undersigned at (813) 229-7600.

Securities
and Exchange Commission

June
19, 2020,

Page
2

    Sincerely,

    /s/
    Mark A. Catchur

    Mark
    A. Catchur

c:
Michael Sullivan, Chief Financial Officer, Oragenics, Inc.

United States securities and exchange commission logo
June 12, 2020
Michael Sullivan
Chief Financial Officer
ORAGENICS, INC.
4902 Eisenhower Boulevard, Suite 125
Tampa, Florida 33634
Re:ORAGENICS, INC.
Registration Statement on Form S-3
Filed May 29, 2020
File No. 333-238789
Dear Mr. Sullivan:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed May 29, 2020
Prospectus Summary
Overview, page 4
1.You disclose that you are a party to a worldwide, nonexclusive intellectual property and
biological materials license agreement with National Institute of Allergy and Infectious
Diseases (“NIAID”), an institute within the National Institutes of Health (“NIH”), relating
to your SARS-CoV-2 vaccine product candidate. Please file such contract as an exhibit
pursuant to Item 601(b)(10) of Regulation S-K or advise.
            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.

 FirstName LastNameMichael Sullivan
 Comapany NameORAGENICS, INC.
 June 12, 2020 Page 2
 FirstName LastName
Michael Sullivan
ORAGENICS, INC.
June 12, 2020
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jason L. Drory, Staff Attorney, at 202-551-8342, or Joseph McCann,
Legal Branch Chief, at 202-551-6262, with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Catchur

CORRESP
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Oragenics,
Inc.

4902
Eisenhower Boulevard, Suite

Tampa,
Florida 33634

January
9, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Mr. Paul Fischer

    Re:
    Oragenics,
    Inc. (the “Company”)

    Registration
    Statement on Form S-3

    File
    No. 333-235763

    Request
    for Acceleration

Dear
Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
respectfully requests that the Securities and Exchange Commission take appropriate action to cause the above referenced Registration
Statement on Form S-3 (the “Registration Statement”) to be declared effective at 4:00 p.m., Eastern Time, on
Monday, January 13, 2020, or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Mark Catchur of Shumaker, Loop & Kendrick, LLP at (813) 227-2264. Thank you for your assistance in this matter.

    Very
    truly yours,

    By:
    /s/
    Michael     Sullivan

    Name:
    Michael Sullivan

    Title:
    Chief
Financial Officer

cc:
Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

January 6, 2020
Alan F. Joslyn, Ph.D.
Chief Executive Officer
Oragenics, Inc.
4902 Eisenhower Blvd., Suite 125
Tampa, FL 33634
Re:Oragenics, Inc.
Registration Statement on Form S-3
Filed December 31, 2019
File No. 333-235763
Dear Dr. Joslyn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Catchur, Esq.

CORRESP
1
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CORRESP

 Oragenics, Inc.

4902 Eisenhower Boulevard, Suite

Tampa, Florida 33634

July 11, 2018

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Healthcare and
Insurance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attn: Ms. Dorrie Yale

Re:
Oragenics, Inc. (the “Company”)

 Registration Statement on
Form S-1

 File No. 333-224950

 Request for Acceleration

Dear Ms. Yale:

 In accordance with Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated so
that it will be declared effective at 4:30 p.m., Eastern Time, on Thursday July 12, 2018, or as soon thereafter as is practicable.

Please call Mark Catchur, of Shumaker, Loop & Kendrick, LLP counsel to the Registrant, at (813)
227-2264 with any comments or questions regarding this matter.

Very truly yours,

 By:

 /s/ Michael Sullivan

 Name:  Michael Sullivan

 Title:    Chief Financial Officer

cc:
Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

CORRESP
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CORRESP

 Ladenburg Thalmann & Co. Inc.

999 Vanderbilt Beach Road, Suite 200

Naples, Florida 34108

 July 11, 2018

VIA FACSIMILE AND EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Re:
ORAGENICS, INC.

 Registration Statement on Form
S-1 (Registration No. 333-224950)

 Concurrence
in Acceleration Request

 Ladies and Gentlemen:

Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the above-referenced
offering, hereby concurs in the request by Oragenics, Inc. that the effective date of the above-referenced registration statement be accelerated to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter, on July 12, 2018, pursuant to
Rule 461 under the Securities Act. Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

 Very truly yours,

LADENBURG THALMANN & CO. INC.

By:

/s/ Nicholas Stergis

 Name:  Nicholas Stergis

Title:    Managing Director

May 23, 2018
Alan Joslyn
Chief Executive Officer
Oragenics, Inc.
4902 Eisenhower Boulevard, Suite 125
Tampa, FL 33634
Re:Oragenics, Inc.
Registration Statement on Form S-1
Filed May 15, 2018
File No. 333-224950
Dear Mr. Joslyn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Mark A. Catchur

CORRESP
1
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CORRESP

 Oragenics, Inc.

4902 Eisenhower Boulevard, Suite

Tampa, Florida 33634

May 4, 2018

 VIA EDGAR

 Ms. Christine Westbrook

 Division of
Corporation Finance

 Office of Healthcare and Insurance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Re:
Oragenics, Inc. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-224498

Dear Ms. Westbrook:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated so that it will be
declared effective at 4:00 p.m., Eastern Time, on Tuesday, May 8, 2018, or as soon thereafter as is practicable.

 We hereby authorize
Mark A. Catchur of Shumaker, Loop & Kendrick, LLP, our outside legal counsel, to orally modify or withdraw this request of acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with
Mr. Catchur at (813) 227-2264. Thank you for your assistance in this matter.

Very truly yours,

By:

 /s/ Michael Sullivan

Name:

Michael Sullivan

Title:

Chief Financial Officer

 cc: Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

May 4, 2018
Michael Sullivan
Chief Financial Officer
Oragenics, Inc.
4902 Eisenhower Boulevard, Suite 125
Tampa, FL 33634
Re:Oragenics, Inc.
Registration Statement on Form S-1
Filed April 27, 2018
File No. 333-224498
Dear Mr. Sullivan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Mark A. Catchur, Esq.

CORRESP
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Acceleration Request

 Oragenics, Inc.

4902 Eisenhower Boulevard, Suite

Tampa, Florida 33634

September 2, 2016

 VIA EDGAR

 Joseph McCann

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Re:
Oragenics, Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-213321

 Dear Mr. McCann:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the
above referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective at 4:00 p.m., Eastern Daylight Time, on Wednesday, September 7, 2016, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We hereby authorize Mark A. Catchur of Shumaker, Loop & Kendrick, LLP, our outside legal counsel, to orally modify
or withdraw this request of acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Catchur at (813) 227-2264. Thank you for your assistance in this matter.

Very truly yours,

By:

 /s/ Michael Sullivan

Name:

Michael Sullivan

Title:

Chief Financial Officer

 cc: Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

CORRESP
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filename1.htm

SEC Response Letter

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

 September 1, 2016

 Via Edgar

 Joseph McCann, Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street

 Washington, DC 20549

Re:

 Oragenics, Inc.

 Registration Statement on Form
S-3

 File No. 333-213321

 Dear Mr. McCann:

Set forth below is the response of Oragenics, Inc. (the “Company”) to the Staff of the Division of Corporation Finance’s comment
letter dated August 31, 2016, with respect to the Company’s Registration Statement on Form S-3 (333-213321) filed on August 25, 2016. Concurrently with this letter the Company is filing a Pre-Effective Amendment No.1 to its
Registration Statement on Form S-3. For your convenience, the Staff’s comments are set forth in bold and followed by the Company’s response.

Comments

1.
We note that you are registering units under the registration statement. Please have counsel revise the legality opinion to cover these units. For guidance, please see Part II.B.1.h. of Staff Legal Bulletin
No. 19.

Response:

Counsel has revised its legal opinion to include the units and the Company has filed a Pre-Effective Amendment No.1 to the registration statement to include the revised legal opinion. Please see Exhibit 5.1 of the Amendment for
the revised opinion.

 Should you have any questions or clarifications of the matters raised in this letter please contact the
undersigned at (813) 229-7600.

Sincerely,

/s/ Mark A. Catchur

Mark A. Catchur

 c: Michael Sullivan, Chief Financial Officer, Oragenics, Inc.

Mail Stop 4546

August 31 , 2016

Alan Joslyn
Chief Executive Officer  and President
Oragenics, Inc.
4902 Eisenhower Boulevard, Suite 125
Tampa, FL 33634

Re: Oragenics, Inc.
  Registration Statement on Form S -3
Filed August 25, 2016
  File No. 333-213321

Dear Mr. Joslyn :

We have limited our review of your registration statement to the issue we have addressed
in our comment.  In  our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this  letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit 5.1 – Opinion of Shumaker, Loop & Kendrick, LLP

1. We note that you are registering units under the registration statement.  Please have counsel
revise the  legality opinion to cover these units.  For guidance, please see  Part II.B.1.h. of
Staff Legal Bulletin No. 19 .

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts rel ating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Alan Joslyn
Oragenics , Inc.
August 31 , 2016
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , pleas e provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the fi ling;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Please contact Josh Samples at (202) 551 -3199 or Joseph McCann  at (202) 551 -6262
with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Mark A. Catchur , Esq.
 Shumaker, Loop & Kendrick, LLP

CORRESP
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Acceleration Request

 Oragenics, Inc.

 4902 Eisenhower Boulevard, Suite

 Tampa, Florida 33634

April 29, 2013

VIA EDGAR

 Jeffrey P. Riedler

 Assistant Director

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
Oragenics, Inc. (the “Company”)

 Registration Statement on Form S-3

 File No. 333-183685

 Dear Mr. Riedler:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above referenced Registration Statement on Form S-3 be
accelerated so that it will be declared effective at 4:00 p.m., Eastern Daylight Time, on Thursday, May 2, 2013, or as soon thereafter as is practicable.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 We hereby authorize Mark A. Catchur of Shumaker,
Loop & Kendrick, LLP, our outside legal counsel, to orally modify or withdraw this request of acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Catchur at
(813) 227-2264. Thank you for your assistance in this matter.

Very truly yours,

By:

/s/ Michael Sullivan

Name:

Michael Sullivan

Title:

Chief Financial Officer

 cc: Mark A. Catchur, Shumaker, Loop & Kendrick, LLP

CORRESP
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Correspondence

Bank of America Plaza

        813.229.7600

101 East Kennedy Boulevard

        813.229.1660 fax

Suite 2800

Tampa, Florida 33602

www.slk-law.com

 MARK A. CATCHUR

(813) 227-2264

 mcatchur@slk-law.com

April 25, 2013

 Via
Edgar

 Jeffrey Riedler, Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street

Washington, DC 20549

Re:
Oragenics, Inc.

 Post-Effective
Amendment No. 1 on Form S-3 to a Registration Statement on

 Form S-1

File No. 333-183685

 Dear
Mr. Riedler:

 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 April 25, 2013, with respect to the Company’s Post-Effective Amendment No. 1 on Form S-3 to its Registration Statement on Form S-1 (333-183685). For your convenience, the
Staff’s comments are set forth in bold and followed by the Company’s response.

 Comments

Information Incorporated by Reference, page 38

1.
We note that your registration statement incorporates by reference your annual report on Form 10-K for the year ended December 31, 2012. This filing does not
contain the Part III information that is required by Form 10-K. Please amend your registration statement, amend your Form 10-K filing, or file your definitive proxy statement to include the required Part III information. Your filing must be complete
before we take final action on the registration statement.

 Jeffrey Riedler

 Securities and Exchange Commission

 April 25, 2013

Page 2

Response:

The Company expects to timely file its definitive proxy statement on April 29, 2013 which contains the Part III information of the Form 10-K. Thereafter, the Company
believes its filing would be complete.

 *    *    *    *    *

 Should you have any questions or clarifications of the matters raised in this letter please contact the undersigned at
(813) 229-7600.

Sincerely,

 /s/ Mark A. Catchur

Mark A. Catchur

 c: Michael Sullivan, Chief Financial Officer, Oragenics, Inc.

April 25, 2013

Via E -mail
Dr. John N. Bonfiglio
Chief Executive Officer and President
Oragenics, Inc.
4902 Eisenhower Boulevard, Suite 125
Tampa, Florida 33634

Re: Oragenics, Inc.
Post-Effective Amendment No. 1 on Form S -3 to a Registration Statement on
Form S -1
Filed  April 23, 2013
  File No.  333-183685

Dear Dr. Bonfiglio :

We have limited our review of your registration statement to those issues we have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Information Incorporated by Reference, page 38

1. We note that your registration statement incorporates by reference your annual report on
Form 10 -K for the year ended December 31, 2012.   This filing does not contain the Part
III information that is required by Form 10 -K.  Please amend your registration statement ,
amend your Form 10 -K filing, or file your definitive proxy statement to include the
required  Part III information.   Your filing must be complete before we take final action
on the registration statement.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the dis closures they have made.

Dr. John N. Bonfiglio
Oragenics, Inc.
April 25, 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

  Please contact Matthew Jones  at (202) 551 -3786  or me at (202) 551 -3715  with any other
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Mark A. Catchur
 Shumaker, Loop & Kendrick, LLP
 101 East Kennedy Boulevard
 Suite 2800
 Tampa, Florida 33602

January 9, 2012
 Via E-mail

Brian J. Bohunicky Chief Financial Officer Oragenics, Inc. 3000 Bayport Drive, Suite 685 Tampa, FL 33607
Re: Oragenics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 30, 2011 File No. 001-32188

Dear Mr. Bohunicky:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Bryan J. Pitko for   Jeffrey Riedler
Assistant Director

CORRESP
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Correspondence

 BRIAN J. BOHUNICKY

(813) 286-7900

 bbohunicky@oragenics.com

 December 20, 2011

 Via Edgar

 Jeffrey Riedler, Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

 Washington, DC 20549

Re:

Oragenics, Inc.

Form 10-K for Fiscal year ended December 31, 2010

File No. 001-32188

 Dear Mr. Riedler:

 Set forth below are responses to the Staff of the Division of Corporation Finance’s comment letter dated December 13, 2011, with respect to Oragenics’ Form 10-K (001-32188). For your
convenience, the Staff’s comments are set forth in bold and followed by the Company’s response.

 Comments

1.
We note your response to prior comment 1. Please provide an expanded legal analysis as to why your promissory note with KFLP would not be considered payment for
property or services such that Christine Koski and Robert Koski would not be considered independent directors under NASDAQ Marketplace Rule 5605(a)(2)(D).

Response:

 The Company previously stated in its prior response to the Staff that it believed that payments under the promissory note would not constitute
payment by the Company for property or services under NASDAQ Marketplace Rule 5605(a)(2)(D). This statement was based on the exception under subsection (i) of such Marketplace Rule for “(i) payments arising solely from investments in the
Company’s securities;”.

 Jeffrey Riedler

 Securities and Exchange Commission

 December 15, 2011

Page 2

 The Company believes the issuance by the Company of the promissory note to the KFLP is part of an investment by the KFLP in debt securities of
the Company and since any payments associated or connected therewith would arise solely from such investment, the Company believes that it falls within the exception from not being considered payment for property or services provided by
5605(a)(2)(D)(i) noted above.

 *    *    *    *    *

 As requested, the Company acknowledges the following:

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

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) 286-7900.

 Sincerely,

 /s/ Brian J. Bohunicky

 Brian J. Bohunicky, Chief Financial Officer

December 13, 2011
 Via E-mail

Brian J. Bohunicky Chief Financial Officer Oragenics, Inc. 3000 Bayport Drive, Suite 685 Tampa, FL 33607
Re: Oragenics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 30, 2011 File No. 001-32188

Dear Mr. Bohunicky:
 We have reviewed your response letter filed on November 14, 2011 and have the
following comment.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to our comment, we may have
additional comments.

Item 10. Directors, Executive O fficers and Corporate Governance

Director Independence, page 58

1. We note your response to prior comment 1.  Plea se provide an expande d legal analysis as
to why your promissory note with KFLP woul d not be considered payment for property
or services such that Christine Koski a nd Robert Koski would not be considered
independent directors under NASDAQ Marketplace Rule 5605(a)(2)(D).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Brian J. Bohunicky Oragenics, Inc. December 13, 2011 Page 2

 Please contact Karen Ubell at (202) 551-3873, Bryan Pitko at (202) 551-3203 or me at
(202) 551-3715 with any other questions.
Sincerely,
   /s/ Bryan J. Pitko for    Jeffrey Riedler
Assistant Director

CORRESP
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Correspondence

 BRIAN J. BOHUNICKY

(813) 286-7900

 bbohunicky@oragenics.com

 November 14, 2011

 Via Edgar

 Jeffrey Riedler, Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

 Washington, DC 20549

Re:
Oragenics, Inc.

 Form 10-K for
Fiscal year ended December 31, 2010

 File No. 001-32188

 Dear Mr. Riedler:

 Set forth below are responses to the Staff of the
Division of Corporation Finance’s comment letter dated November 4, 2011, with respect to Oragenics’ Form 10-K (001-32188). For your convenience, the Staff’s comments are set forth in bold and followed by the Company’s
response.

 Comments

1.
We note your application of NASDAQ Capital Markets listing standards in determining director independence. Please provide us with the analysis underlying your
determination that Christine Koski and Robert Koski are independent within the context of Marketplace Rule 5605(a)(2). Your analysis should explain and specifically address your consideration of each of their relationship with the Koski Family
Limited Partnership, your controlling shareholder and holder of more than $7 million of promissory notes pursuant to the Credit Facility upon which, as you disclose on page 22, you depend for continuing liquidity and operations. It is unclear to us
how such relationships would not preclude a determination that Christine Koski and Robert Koski are independent. Alternatively, please revise your disclosure to exclude Christine Koski and Robert Koski from the list of independent directors.

 Jeffrey Riedler

 Securities and Exchange Commission

 November 14, 2011

 Page
 2

Response:
The Company believes that the terms of the promissory note are standard and that payments under the promissory would not constitute compensation by the Company under
Marketplace Rule 5605(a)(2)(B) nor payment by the Company for property or services under Marketplace Rule 5605(a)(2)(D). The Company further notes that the Marketplace Rules do not consider share ownership to be an objective factor that would
exclude a director from being independent. As such, the Company believes that the foregoing NASDAQ rules would not preclude the Board from finding that Christine Koski and Robert Koski are independent. With respect to Marketplace Rule 5605 (a)(2)
which defines Independent Director as “…an individual having a relationship which, in the opinion of the Company’s board of directors would not interfere with the exercise of independent judgment in carrying out the responsibility of
a director”, the Board understands that it also has a responsibility to make an affirmative determination that no relationship exists that would impair the independence of Christine Koski and Robert Koski. In this regard we note that the Board
of Directors did also make such a determination that Christine Koski and Robert Koski were independent and they were able to exercise their independent judgment notwithstanding the Company’s relationship with the Koski Family Limited
Partnership (“KFLP”) and the Company’s disclosed dependence upon its unsecured revolving credit agreement (the “Credit Facility”) with the KFLP.

The Company notes, as disclosed in its filings, that related party transactions are subject to approval by the audit committee or
disinterested directors as applicable. Transactions between the Company and the KFLP were so approved, including the Credit Facility. In addition, the Credit Facility is subject to automatic conversion into securities of the Company that may be
issued in a future financing. Christine Koski and Robert Koski currently constitute two of six current members of the Board (following the recent resignation of Dr. Hillman as a management director which prior thereto was two of seven) and
taken together they do not constitute a majority of the current board membership. Finally, while Christine Koski and Robert Koski serve on the compensation committee, they are not members of the audit committee since they would be an
“affiliated person” under Section 301(B)(ii) of Sarbanes-Oxley and thus would be ineligible to serve on the audit committee under such section. As a result of the foregoing, the Company believes that its disclosures have been
appropriate. The Company notes that consistent with its required ongoing disclosure obligations, to the extent that future events and circumstances warrant a change in the Board’s determination it would reflect the change in its future filings.

 Jeffrey Riedler

 Securities and Exchange Commission

 November 14, 2011

 Page
 3

 Comments

2.
Please file a copy of your employment agreement with Dr. Martin Handfield as required by Item 601(b)(10)(iii)(A) of Regulation S-K.

Response:
The Company will file Dr. Handfield’s employment agreement with its third quarter Form 10-Q.

*    *    *    *    *

As requested, the Company acknowledges the following:

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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) 286-7900.

 Sincerely,

 /s/ Brian J. Bohunicky

Brian J. Bohunicky, Chief Financial Officer

November 4, 2011
 Via E-mail

Brian J. Bohunicky Chief Financial Officer Oragenics, Inc. 3000 Bayport Drive, Suite 685 Tampa, FL 33607
Re: Oragenics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 30, 2011 File No. 001-32188

Dear Mr. Bohunicky:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Item 10. Directors, Executive O fficers and Corporate Governance

Director Independence, page 58

1. We note your application of NASDAQ Capital Markets listing standa rds in determining
director independence.  Please provide us with th e analysis underlying your
determination that Christine Koski and Robert  Koski are independent  within the context
of Marketplace Rule 5605(a)(2).  Your analys is should explain and specifically address
your consideration of each of their relationship with the Koski Family Limited
Partnership, your controlling shareholder and holder of more than $7 million of
promissory notes pursuant to the Credit Fac ility upon which, as you disclose on page 22,
you depend for continuing liquidity and operatio ns.  It is unclear to us how such
relationships would not preclude a determina tion that Christine Koski and Robert Koski
are independent.  Alternatively, please revise your disclosure to exclude Christine Koski
and Robert Koski from the lis t of independent directors.

Brian J. Bohunicky Oragenics, Inc. November 4, 2011 Page 2

Item 11. Executive Compensation

New 2010 Employment Agreements – Key Employees, page 64

2. Please file a copy of your employment agreemen t with Dr. Martin Ha ndfield as required
by Item 601(b)(10)(iii)(A) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 federa l securities laws of  the United States.

Please contact Karen Ubell at (202) 551-3873, Bryan Pitko at (202) 551-3203 or me at
(202) 551-3715 with any other questions.
Sincerely,
   /s/ Daniel Greenspan for      Jeffrey Riedler
Assistant Director

July 8, 2010

Brian Bohunicky  Chief Financial Officer, Secretary and Treasurer Oragenics, Inc. 13700 Progress Boulevard Alachua, Florida  32615
Re: Oragenics, Inc.  Schedule 14A
Filed June 29, 2010 File No. 001-32188
 Dear Mr. Bohunicky:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,
   Jeffrey Riedler
Assistant Director

CORRESP
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              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

July 7, 2010

Brian Bohunicky  Chief Financial Officer, Secretary and Treasurer Oragenics, Inc. 13700 Progress Boulevard Alachua, Florida  32615
Re: Oragenics, Inc.  Schedule 14A
Filed June 29, 2010 File No. 001-32188
 Dear Mr. Bohunicky:
 We have limited our review of the above proxy st atement to the issues identified below.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional 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 st ock be a different ratio than  the authorized shares of
common stock?

2. If the number of authorized but unissued shares of common stock may increase on a
relative basis, please disclose whether you cu rrently have, or do not have, any plans to
issue any of the additional shares  that would be authorized bu t unissued as a result of the
approval of the reverse stock split.
3. Please revise your disclosure to remove any inconsistencies.
• On page 8, you disclose that you are seeki ng 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

Brian Bohunicky
Oragenics, Inc.
 July 7, 2010  Page 2

page 11 and elsewhere in the proxy statem ent, however, you disclose that you are
seeking to approve a reverse stock split at a ratio of not less than one-for-two and
not more than one-for-twenty.
• On page 10, you disclose that your board ma y elect to effect any one of the four
reverse split ratios.  On page 11, however , you provide examples of the effects of
the implementation of seven different ranges.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• 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 federa l securities laws of  the United States.

You may contact Jennifer Rieg el at (202) 551-3575 or me at (202) 551-3715 with any
questions.
Sincerely,

Jeffrey Riedler Assistant Director

Via Facsimile and U.S. Mail
Mail Stop 4720

                                                                                       August 19, 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 completed our review of the a bove filings and have no further comments
at this time.
Sincerely,
          C a r l t o n  E .  T a r t a r
Accounting Branch Chief

 Cc: Via Facsimile
Mark A. Catchur, Esq.
Shumaker, Loop and Kendrick, LLP
813-229-1660

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

CORRESP
1
filename1.htm

Acceleration Request

 Oragenics

 December 19, 2006

 VIA EDGAR AND FACSIMILE (202) 772-9217

 Jeffrey Riedler, Esq.

 Division of Corporation Finance

 Mail Stop 6010

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549-0406

Re:
Oragenics , Inc. (“Oragenics”)

   Registration Statement Post Effective Amendment No. 2 on

   Form SB-2, Filed
December 19, 2006

   (the “Registration Statement”)

   SEC File No. 333-125660

 Dear Mr. Riedler:

 On behalf of Oragenics, Inc. (the “Company”), the undersigned hereby requests effectiveness of
the above referenced Registration Statement, effective as of 4:30 p.m., Thursday, December 21, 2006. In connection with this acceleration request the Company hereby acknowledges that:

 a. should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

 b. the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 c. the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you in advance for your attention and cooperation with this matter. Should you have any questions or need additional information,
please do not hesitate to contact me.

Sincerely,

/s/ Robert T. Zahradnik

 Robert T. Zahradnik

 Chief Executive
Officer

c:
Darrell C. Smith (via facsimile 813-229-1660)

Mail Stop 6010

         December 12, 2006

Robert Zahradnik
President and Chief Executive Officer
Oragenics, Inc.
532 SW 117th Street
Gaineswille, Florida  32607

Re:   Oragenics, Inc.
Post-Effective Amendment No. 1 to Form SB-2 Registration Statement
Filed December 5, 2006
 File No. 333-125660

Dear Mr. Zahradnik:

We have limited our review of your filing to the issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  After our comments have been satisfied, we will consider your request for acceleration of the effective date of the registration statement.
Please understand that the purpose of our review 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Comments

1. Please revise your registration statement to identify and provide the signature of the controller or principal accounting officer.

Robert T. Zahradnik Oragenics, Inc. December 12, 2006 Page 2
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish 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 amendment 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 information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Robert T. Zahradnik Oragenics, Inc. December 12, 2006 Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Please contact Mary K. Fraser at (202) 551-3609 or me at (202) 551-3710 with any other
questions.

     S i n c e r e l y ,

     J e f f r e y  R i e d l e r
Assistant Director

Cc:   Darrell C. Smith, Esq.
 Shumaker, Loop & Kendrick LLP
 101 E. Kennedy Boulevard – Suite 2800
 Tampa, Florida  33602