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: May 30, 2008

(Date of earliest event reported)

Oragenics, Inc

(Exact name of registrant as specified in its charter)

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:

On May 30, 2008, the Company entered into a Securities Purchase Agreement-Definitive Term Sheet (the “Definitive Term Sheet”), with its largest shareholder, George T. Hawes, providing for $2,600,000 in equity financing consisting of shares of Company common stock priced at $0.45 per share and an equal number of five year warrants with an exercise price of $1.30 per share. Mr. Hawes is currently the beneficial owner of approximately 20.38% of the Company’s common stock. The Definitive Term Sheet provides for a right of first refusal on future debt or equity financings, negative covenants of the Company, piggyback registration rights, lock-up provisions and expense reimbursement and for termination in the event the Company’s common stock is delisted by AMEX prior to the closing date. The Audit Committee of the Company’s Board of Directors, as well as the full Board of Directors, unanimously approved the Definitive Term Sheet. The private placement offering is being made pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933 and closing is expected to occur on or before June 12, 2008. The Company expects to utilize the proceeds from this transaction to further develop and commercialize its proprietary technologies, and other operational needs.

The foregoing description is qualified in its entirety by the Definitive Term Sheet which is attached to this report as Exhibit 10.1 and incorporated herein by reference. A copy of the June 2, 2008 press release announcing the Definitive Term Sheet is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in Item 1.01 above is incorporated herein by reference.

(d) Exhibits.

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, thereunto duly authorized.