Exhibit
      4.4

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
SECURITIES
      ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED
      IN
      RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES
      ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
      OR
      PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
      OR
OTHERWISE
      DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE
      SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
      THAT
      SUCH
      REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER
      THE
      SECURITIES ACT.

     

     

    Warrant
      No.__________

    


    


    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK OF 

    


    ORAGENICS,
      INC.

    THIS
      CERTIFIES that, for value received, [_______________________________]
      is
      entitled to purchase from
      Oragenics, Inc., a Florida corporation (the "Corporation"), subject to the
      terms
      and conditions hereof, [_________]
      shares
      (the "Warrant Shares") of common stock, $0.001 par value (the "Common Stock").
      This warrant,
      together with all warrants hereafter issued in exchange or substitution for
      this
      warrant, is referred to as the "Warrant" and the holder of this Warrant is
      referred to as the "Holder." The number of Warrant Shares is subject to
adjustment
      as hereinafter provided. Notwithstanding anything to the contrary contained
      herein, this Warrant shall expire and
      no
      longer be exercisable at 5:00 p.m. Eastern Standard Time (EST) on [Two
      years from the closing at which issued] (the
      "Termination Date") provided however, that in the event the Corporation's Common
      Stock trades on the Corporation’s Trading Market at or above $1.20 per share for
      a period of fifteen (15) consecutive days during the term of this Warrant
the
      corporation may accelerate the expiration date of this Warrant upon written
      notice to the Holder, giving the Holder thirty
      (30) days to exercise this warrant after which thirty-day period this Warrant
      shall expire and no longer be exercisable.

     

    1.
      Exercise
      of Warrants.

    (a) The
      Holder may, at any time prior to the Termination Date, exercise this Warrant
      in
      whole or in
      part
      at an exercise price per share equal to $.60 per share, subject to adjustment
      as
      provided herein (the "Warrant Price"),
      by the surrender of this Warrant (properly endorsed) at the principal office
      of
      the Corporation, or at such other agency
      or
      office of the Corporation in the United States of America as the Corporation
      may
      designate by notice in writing to
      the
      Holder at the address of such Holder appearing on the books of the Corporation,
      and by payment to the Corporation
      of the Warrant Price in lawful money of the United States by check or wire
      transfer for each share of Common
      Stock being purchased. Upon any partial exercise of this Warrant, there shall
      be
      executed and issued to the Holder
      a
      new Warrant in respect of the shares of Common Stock as to which this Warrant
      shall not have been exercised. In
      the
      event of the exercise of the rights represented by this Warrant, a certificate
      or certificates for the Warrant Shares so purchased,
      as applicable, registered in the name of the Holder, shall be delivered to
      the
      Holder hereof as soon as practicable
      after the rights represented by this Warrant shall have been so
      exercised. 


    
      
         

      

      
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    (b) If,
      but
      only if, at any time after one year from the date of issuance of this Warrant
      there is no effective
      registration statement registering the resale of the Common Stock underlying
      this Warrant by the Holder, this Warrant
      may also be exercised at such time by means of a "cashless exercise" in which,
      at any time prior to the Termination
      Date, the Holder of this Warrant may, at its option, exchange this Warrant,
      in
      whole or in part (a "Warrant Exchange"),
      into Warrant Shares by surrendering this Warrant at the principal office of
      the
      Corporation, accompanied by a
      notice
      stating such Holder's intent to effect such exchange, the number of Warrant
      Shares to be exchanged and the date on
      which
      the Holder requests that such Warrant Exchange occur (the "Notice of Exchange").
      The Warrant Exchange shall
      take place on the date specified in the Notice of Exchange or, if later, within
      five (5) days of the date the Notice of Exchange
      is received by the Corporation (the "Exchange Date"). Certificates for the
      Warrant Shares issuable upon such Warrant
      Exchange and, if applicable, a new Warrant of like tenor evidencing the balance
      of the Warrant Shares remaining
      subject to this Warrant, shall be issued as of the Exchange Date and delivered
      to the Holder within three (3) business
      days following the Exchange Date. In connection with any Warrant Exchange,
      this
      Warrant shall represent the right
      to
      subscribe for and acquire the number of Warrant Shares (rounded to the next
      highest integer) equal to the quotient
      obtained by dividing [(A-B) (X)] by (A), where:

     

    (A) =
      the
      Closing Bid Price (as hereinafter defined) on the trading day preceding the
      date
      on which the Company
      receives the Exercise Documentation;

    (B) =
      the
      exercise price of this Warrant, as adjusted; and 

    (X)
      = the
      number of shares of Common Stock issuable upon exercise of this Warrant in
      accordance with
      the
      terms of this Warrant. 

     

    2. Reservation
      of Warrant Shares.
      The
      Corporation agrees that, prior to the expiration of this Warrant, it will at
      all
      times
      have authorized and in reserve, and will keep available, solely for issuance
      or
      delivery upon the exercise of this Warrant,
      the number of Warrant Shares as from time to time shall be issuable by the
      Corporation upon the exercise of this Warrant.

     

    3. No
      Shareholder Rights.
      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a
      shareholder of the Corporation.

     



    4. Transferability
      of Warrant.
      Prior to
      the Termination Date and subject to compliance with applicable laws,
this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the
      office or agency of the Company by the Holder
      in
      person or by duly authorized attorney, upon surrender of this Warrant together
      with the Assignment Form annexed
      hereto properly endorsed for transfer. 

     


    5. Certain
      Adjustments.
      With
      respect to any rights that Holder has to exercise this Warrant and convert
      into
shares
      of
      Common Stock, Holder shall be entitled to the following adjustments:


     


    (a) Merger
      or Consolidation.
      If at
      any time there shall be a merger or a consolidation of the Corporation
      with or into another corporation when the Corporation is not the surviving
      corporation, then, as part of such merger
      or
      consolidation, lawful provision shall be made so that the holder hereof shall
      thereafter be entitled to receive upon
      exercise of this Warrant, during the period specified herein and upon payment
      of
      the aggregate Warrant Price then in
      effect, the number of shares of stock or other securities or property (including
      cash) of the successor corporation resulting
      from such merger or consolidation, to which the holder hereof as the holder
      of
      the stock deliverable upon exercise
      of this Warrant would have been entitled in such merger or consolidation if
      this
      Warrant had been exercised immediately
      before such merger or consolidation. In any such case, appropriate adjustment
      shall be made in the application
      of the provisions of this Warrant with respect to the rights and interests
      of
      the holder hereof as the holder of this
      Warrant after the merger or consolidation.

     
      

    (b) Reclassification.
      Recapitalization, etc.
      If the
      Corporation at any time shall, by subdivision, combination
      or reclassification of securities, recapitalization, automatic conversion,
      or
      other similar event affecting the number
      or
      character of outstanding shares of Common Stock, or otherwise, change any of
      the
      securities as to which purchase
      rights under this Warrant exist into the same or a different number of
      securities of any other class or classes, this Warrant
      shall thereafter represent the right to acquire such number and kind of
      securities as would have been issuable as the
      result of such change with respect to the securities that were subject to the
      purchase rights under this Warrant immediately
      prior to such subdivision, combination, reclassification or other
      change.

     
      

    (c) Split
      or Combination of Common Stock and Stock Dividend.
      In case
      the Corporation shall at any
      time
      subdivide, redivide, recapitalize, split (forward or reverse) or change its
      outstanding shares of Common Stock into
      a
      greater number of shares or declare a dividend upon its Common Stock payable
      solely in shares of Common Stock, the
      Warrant Price shall be proportionately reduced and the number of Warrant Shares
      proportionately increased. Conversely,
      in case the outstanding shares of Common Stock of the Corporation shall be
      combined into a smaller number of
      shares, the Warrant Price shall be proportionately increased and the number
      of
      Warrant Shares proportionately reduced.
      Notwithstanding the foregoing, in no event will the Warrant Price be reduced
      below the par value of the Common
      Stock. 


    
      
         

      

      
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    6. Legend
      and Stop Transfer Orders.
      Unless
      the Warrant Shares have been registered under the Securities Act, upon
      exercise of any part of the Warrant, the Corporation shall instruct its transfer
      agent to enter stop transfer orders with respect
      to such Warrant Shares, and all certificates or instruments representing the
      Warrant Shares shall bear on the face thereof
      substantially the following legend:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
      SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
      BEEN ISSUED
      IN
      RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES
      ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
      OR
      PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
      OR
OTHERWISE
      DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE
      SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION
      THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION
THEREFROM
      UNDER THE SECURITIES ACT.

     


    7.
      Redemption.
      The
      Corporation shall have the right, upon 30 days' written notice to the Holder
      ("Redemption Notice"),
      to redeem all or any portion of this Warrant at a price equal to $.001 per
      Warrant Share, provided that (i) the Warrant
      Shares have been registered for resale pursuant to the Securities Act, and
      have
      been freely tradable without restriction
      or legend for at least the 30-day period preceding such notice and will continue
      to be freely tradeable for at least 30 days following such redemption date
      and
      (ii) the Closing Bid Price (as hereinafter defined) for the Common Stock
      has
      been at least $1.20 (subject to adjustment to reflect forward or reverse stock
      splits, stock dividends, recapitalizations
      and the like) for the 15-trading day period immediately preceding the date
      of
      the Redemption Notice from
      the
      Corporation to the Holder. As used herein, "Closing Bid Price", shall mean
      the
      closing bid price of the Common
      Stock as reported by the Corporation’s Trading Market on the date in question
(and,
      if
      no closing bid price is reported, the closing price as so reported, and if
      neither the closing
      bid price nor the closing price is so reported, the last reported price of
      the
      Common Stock as determined by an independent
      evaluator mutually agreed to by the Holder and the Corporation). “Trading
      Market” shall mean New York Stock Exchange, American Stock Exchange, NASDAQ,
      OTC-BB or other market the Corporation’s common stock is primarily trading on at
      the time.

    


    8.
      Miscellaneous.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Florida. All the covenants and provisions of this Warrant by or for
      the
      benefit of the Corporation shall bind and inure to the
      benefit of its successors and assigns hereunder. Nothing in this Warrant shall
      be construed to give to any person or corporation
      other than the Corporation and the holder of this Warrant any legal or equitable
      right, remedy or claim under this Warrant. This Warrant shall be for the sole
      and exclusive benefit of the Corporation and the holder of this Warrant.
The
      section headings herein are for convenience only and are not part of this
      Warrant and shall not affect the interpretation
      hereof. Upon receipt of evidence satisfactory to the Corporation of the loss,
      theft, destruction or mutilation of
      this
      Warrant, and of indemnity reasonably satisfactory to the Corporation, if lost,
      stolen or destroyed, and upon surrender
      and cancellation of this Warrant, if mutilated, the Corporation shall execute
      and deliver to the Holder a new Warrant
      of like date, tenor and denomination.

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
      its
      duly authorized officers
      under its seal, this day
      of ,
      2005.

    
      	 	 	 
	 	ORAGENICS,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
         

      

      
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    NOTICE
      OF EXERCISE

     

    TO:
      ORAGENICS,
      INC.

     

    The
      undersigned is the Holder of Warrant No. _____ (the “Warrant”) issued by
      Oragenics, Inc., a Florida Corporation (the “Company”).  Capitalized terms
      used herein and not otherwise defined have the respective meanings set forth
      in
      the Warrant.

     

    The
      Warrant is currently exercisable to purchase a total of ______ Warrant
      Shares.

     

    The
      undersigned hereby exercises its right to purchase _________ Warrant Shares
      pursuant to the Warrant and delivers herewith the original Warrant certificate
      in accordance with the terms of the Warrant and tenders herewith payment of
      the
      exercise price in full, together with all applicable transfer taxes, if
      any.

     

    Payment
      shall take the form of (check applicable box):

     

     ̈
      in
      lawful money of the United States; or

     

     ̈
      the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in Section 2(c) of the Warrant, to exercise this
      Warrant with respect to the maximum number of Warrant Shares purchasable
      pursuant to the cashless exercise procedure set forth in Section 2(c) of the
      Warrant.

     

    The
      undersigned hereby requests that the Company issue a certificate or certificates
      representing said Warrant Shares in the name of the undersigned or in such
      other
      name as is specified below:

     

    The
      Warrant Shares shall be delivered to the following:

     

    _______________________________________________

     

    _______________________________________________

     

    _______________________________________________

     

    Accredited
      Investor. 
      The undersigned is an “accredited investor” as defined in Regulation D
      promulgated under the Securities Act of 1933, as amended.

     

    
      	
              Name
                of Holder:

            	
               


            	
               

            
	
              Signature
                of Authorized Signatory of Holder:

            	
               


            	
               

            
	
              Name
                of Authorized Signatory: 

            	
               


            	
               

            
	
              Title
                of Authorized Signatory: 

            	
               


            	
               

            
	
              Telephone
                Number and E-Mail Address of Authorized Signatory:

            	
                


            	
               

            
	
              Date:

            	
               


            	
               

            


    

     

    (Signature
      must conform in all respect to the name of Holder as specified on the face
      of
      the Warrant.)


    
      
         

      

      
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    ASSIGNMENT
      FORM

     

    (TO
      ASSIGN THE FOREGOING WARRANT, EXECUTE THIS FORM AND SUPPLY REQUIRED INFORMATION.
      DO NOT USE THIS FORM TO EXERCISE THE WARRANT.)

     

    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      sold, assigned and transferred to _______________________________ whose address
      is ___________________________________________________________, and
      _______________________ is hereby appointed attorney to transfer said rights
      on
      the books of Oragenics, Inc., with full power of substitution in the
      premises.

     

    
      	
              Dated:

            	
               
                

            	
               

            


    

    


    
      	
               

            	
              Holder’s
                Signature:

            	
                 


            	
               

            
	
               

            	
               

            	
               


            	
               

            
	
               

            	
              Holder’s
                Address:

            	
                 


            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
                


            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Signature
                Guaranteed:

            	
                


            	
               

            	
               

            
	 	 	 	 	 	 


    

    NOTE: 
      The signature to this Assignment Form must correspond with the name as it
      appears on the face of the Warrant, without alteration or enlargement or any
      change whatsoever, and must be guaranteed by a bank or trust company. 
Officers of corporations and those acting in a fiduciary or other representative
      capacity should file proper evidence of authority to assign the foregoing
      Warrant.

    


     


    
      
         

      

      
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