UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934.
Date
of Report: December 15 2008
(Date
of earliest event reported)
Oragenics,
Inc
(Exact
name of registrant as specified in its charter)
FL
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001-38122
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59-3410522
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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13700
Progress Blvd
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32615
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(Address
of principal executive offices)
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(Zip
Code)
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386-418-4018
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On December 10, 2008, the Company
received notice from NYSE Alternext US LLC (formerly known as the American Stock
Exchange* hereinafter the “Exchange” or “Alternext US”) that the Listings
Qualifications Panel of the Exchange’s Committee on Securities (the “Panel”),
denied the Company’s appeal and affirmed the Staff’s previous decision to delist
the Company’s common stock.
The notice from the Exchange indicated
that the Panel agreed with the Staffs determination that the Company did not
meet the continued listing standards under the Alternext US Company Guide:
Section 1003(a)(ii) in that the Company's stockholders' equity is less than $4
million and it has sustained losses in three of its four most recent fiscal
years.
The notice from the Exchange also
indicated that the Company could request a rehearing of the decision before the
full Committee on Securities. The Company has fifteen (15) calendar
days to request this rehearing. The Company is not expecting to
request a further rehearing. Accordingly, the delisting is
expected to become effective at the close of market on December 19,
2008. The Company is engaged in ongoing discussions with potential
listing sponsors and market makers in other exchanges and electronic trading
platforms in North America, to complement the Alternext Paris
listing.
A copy of
the press release announcing the notification from Alternext US is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
* The
American Stock Exchange was acquired by NYSE Euronext on October 1, 2008,
and its name was changed to NYSE Alternext US LLC.
ITEM
8.01 OTHER EVENTS
On
December 12, 2008, the Company announced that its website for EvoraPlus is now
available for direct sales to consumers, that trading in its shares on Alternext
Paris will commence on Monday, December 15, 2008, and that the Company is
providing for a management audio release addressing frequently asked
questions.
A copy of
the press release announcing the foregoing is furnished as Exhibit 99.1 to
this Current Report on Form 8-K. We do not intend for the information
referenced as being available on our website in the press release to be a part
of this Form 8-K.
Item
9.01 FINANCIAL INFORMATION AND EXHIBITS
Number
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Description
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99.1
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Press
release issued December 12, 2008 as to Alternext US
notice
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on this 12
th
day of
December, 2008.
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ORAGENICS,
INC.
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BY:
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/s/David B. Hirsch
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David
B. Hirsch
Chief
Financial Officer
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