UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONS
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 3, 2007
Date of Report (Date of earliest event reported)
ORAGENICS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-50614 | 59-3410522 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
13700 Progress Boulevard
Alachua, Florida 32615
(Address of principal executive offices including zip code)
(386) 418-4018
Registrant’s telephone number, including area code
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. |
Oragenics, Inc. (the “Company”) Common Stock is quoted on the American Stock Exchange (the “AMEX”) under the symbol “ONI.” In order for the Company’s Common Stock to continue to be quoted on the AMEX, the Company must satisfy various continued listing standards as set forth in Part 10 of the AMEX Company Guide (the “AMEX Guide”).
On May 7, 2007, the Company notified AMEX that as a result of the resignation of its independent director, Mr. Hawes, from the Company’s Board of Directors, it was aware that it was no longer in compliance with certain of the AMEX’s continued listing standards. Specifically, the Company is not in compliance with Sections 802, 803 and 121B(2)(c) of the AMEX Guide regarding having at least fifty percent of its Board be comprised of independent directors and maintaining an Audit Committee of at least two independent directors.
On May 3, 2007 the Company received a Warning Letter from AMEX regarding the aforementioned noncompliance. The Warning Letter provided the Company until August 2, 2007 to regain compliance.
On May 7, 2007, pursuant to Section 402 and 1009(j) of the AMEX Guide, the Company issued a press release reporting its receipt of the Warning Letter from AMEX and indicating its intention to begin a search for a new independent director to serve on the Board of Directors as soon as practicable. A copy of the press release is attached hereto as Exhibit 99.1.
There can be no assurance the Company will be able to locate and appoint an independent director candidate to replace Mr. Hawes. If the Company does not regain compliance with the AMEX listing standards, the Company will be subject to delisting proceedings.
| Item 9.01 | Financial Information and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 99.1 | Press Release dated May 7, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 7, 2007 | ORAGENICS, INC. | |||
| (Registrant) | ||||
| BY: | /s/Robert T. Zahradnik | |||
| Robert T. Zahradnik | ||||
| President and Chief Executive Officer | ||||