SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORAGENICS, INC.

(Exact name of registrant as specified in its charter)

13700 Progress Blvd.,

Alachua, Florida 32615

(386) 418-4018

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN

(Full Title of the Plans)

Stanley B. Stein

President and Chief Executive Officer.

13700 Progress Blvd.,

Alachua, Florida 32615

(386) 418-4018

(Name, Address and Telephone number of Agent for Service)

Copies to:

Darrell C. Smith, Esquire

Shumaker, Loop & Kendrick, LLP

101 E. Kennedy Blvd., Suite 2800

Tampa, Florida 33602

(813) 229-7600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

This Registration Statement on Form S-8 of Oragenics, Inc. (the “Company”) is being filed to register 4,000,000 additional shares of Company common stock for issuance under the Company’s Amended and Restated 2002 Stock Incentive Plan, as amended (the “Plan”), pursuant to General Instruction E to Form S-8.

The Plan was originally approved by shareholders in 2002. The Company previously registered the original 1,000,000 shares of common stock for issuance under the Plan on Form S-8 (Registration No. 333-110646, the “Registration Statement”). The Company’s shareholders approved an amendment to add an additional 500,000 shares in 2004 and the shareholders approved and additional 1.5 million shares and the restatement of the Plan in 2006 which encompassed other changes that had been approved by our Board. In addition, in 2008 an additional 2.0 million shares were added to the Plan and approved by our shareholders pursuant to a First Amendment to the Plan. Accordingly, the shares being registered hereby consist of (i) 500,000 additional shares of common stock approved by shareholders in 2004, (ii) 1,500,000 additional shares of common stock approved by shareholders in 2006, and (iii) 2,000,000 additional shares of common stock approved by shareholders in 2008.

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement, on Form S-8 (No. 333-110646), previously filed on November 21, 2003 are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statement are presented herein.

ITEM 8 EXHIBITS.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alachua, State of Florida this 6th day of May, 2008.

POWER OF ATTORNEY

Each of the undersigned officers and directors of Oragenics, Inc., hereby constitutes and appoints Stanley B. Stein, and Jeffrey D. Hillman, each their true and lawful attorneys-in-fact and agents, for them and in their name, place and stead, in any and all capacities, to sign their names to any and all amendments to this Registration Statement on Form S-8, including post-effective amendments and other related documents, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned for himself hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this S-8 Registration Statement has been signed by the following persons (or by their duly authorized attorney-in-fact) in the capacities and on the dates indicated.

EXHIBIT INDEX