UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM 10-K/A







Amendment
No. 2





x
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended December 31, 2008




 ̈
            TRANSITION REPORT PURSUANT TO
      SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from
            
to


Commission
file number 001-32188







ORAGENICS,
INC.


(Exact
name of registrant as specified in its charter)







Florida
            
            59-3410522(State or Other Jurisdiction of
              Incorporation or Organization)
            
            (IRS Employer
              Identification No.)




13700
      Progress Blvd., Alachua, Florida
            32615(Address
      of Principal Executive Offices)
            (Zip
      Code)




(386)
418-4018


(Issuer’s
Telephone Number, Including Area Code)







SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:





Title of each class
              Name of each exchange on which registeredCommon stock, par value $.001 per share
              NYSE Euronext Paris Exchange





SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


None










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes   ̈    No  
 ̈




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act.    Yes   ̈    No   ̈




Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes   ̈    No   ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such
files).       Yes   ̈    No   ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈




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. (Check one):




Large
accelerated filer   ̈    Accelerated
filer   ̈    Non-accelerated
filer   ̈ (Do
not check if a smaller reporting company) Smaller reporting
company   ̈




Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2).    Yes   ̈    No   ̈




The
aggregate market value of the voting stock held by non-affiliates of the
registrant, as of June 30, 2008 was approximately $12,043,419 based upon a last
sales price of $0.55 as reported by the NYSE Alternext US (formerly known as the
American Stock Exchange).




As of
March 10, 2009 there were 38,316,585 shares of the registrant's Common Stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None







EXPLANATORY
NOTE




The
sole purpose of this Amendment No. 2 on Form 10-K/A is to amend our
amended Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2008, which was filed with the Securities and Exchange
Commission on April 29, 2009 to timely provide the information required by
Part III, Items 10 through 14.  The original amendment did
not have the date included on the certification required to be filed with the
amendment and this filing is being made solely to provide dated certificates by
the current officers, as requested by the Securities and Exchange
Commission.




Except
as otherwise expressly stated herein, this Amendment No. 2 on
Form 10-K/A does not reflect events occurring after the filing of the
original 10-K/A, or modify or update in any way disclosures contained in the
original Form 10-K or Form 10-K/A.  For more current information
regarding the Company, the Form 8-K filed on July 6, 2009 reflecting changes
that have occurred at the Company since the aforementioned filings should be
reviewed as well as any other subsequent filings that may be made by the
Company.


1





PART
III




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.




The
following table sets forth the names, ages and titles of our Directors,
executive officers and key employees.





Name
            
            Age as of
              April 27,
              2009
            
            PositionDr. Jeffrey D. Hillman
            
            60
            
            Chief Scientific Officer and DirectorRichard T. Welch
            
            57
            
            Chairman of the BoardDerek G. Hennecke
            
            42
            
            DirectorDr. Marc K. Siegel
            
            52
            
            DirectorKevin H. Sills
            
            49
            
            DirectorDavid B. Hirsch
            
            40
            
            Acting Chief Executive Officer and
              President and Chief Financial OfficerGerard “Gerry” David
            
            56
            
            Executive Vice-President of Sales and
              Marketing




Directors
of the Company




Dr. Jeffrey D.
Hillman. Dr. Hillman is one of our founders and has been our
Chief Scientific Officer since November 1996, a director since November 1996 and
served as Chairman of the Board of Directors from November 1996 to December
2004. Since November 1991, Dr. Hillman has been a Professor in the College of
Dentistry at the University of Florida in Gainesville, Florida.  However,
Dr. Hillman has been on leave from the University of Florida, since
February 2001, in order to develop our technologies.  Dr. Hillman has
since retired from the university as of July 2008 and is now an
emeritus.  Dr. Hillman received undergraduate training at the
University of Chicago (Phi Beta Kappa), and his D.M.D. degree (cum Laude) from
the Harvard School of Dental Medicine and his Ph.D. from Harvard University
Medical School. He has authored or co-authored more than 100 publications
and textbook chapters on subjects related to infectious diseases, including
their etiology and prevention. He has also worked extensively in the
area of novel antibiotics. He is the inventor or co-inventor of Oragenics’
technologies, including the platform technologies to identify targets for
the development of new vaccines and diagnostic tests for a wide variety of
infectious diseases and cancer.




Richard T. Welch.Mr. Welch has served as a member of our Board since January 2008 and
Chairman of the Board of Directors.  Mr. Welch is President of
Welch Business Solutions and Consulting, LLC in Tampa, Florida, and has served
as a Director and CFO for several healthcare companies, including Orthopedic
Development Corporation, Albiorex, LLC, Medi-Spa’s of America, Inc, and Vision
Twenty-One. Rick played a key role in Vision Twenty-One’s consolidation efforts
in the eye care management industry with over 40 acquisitions in 14 months
adding $200 million in revenues. Previously, Mr. Welch served as executive
vice-president of finance and administration, and earlier as CFO, for Sports and
Recreation, Inc. Mr. Welch is also a CPA (inactive) and received his B.S. in
management and accounting from Louisiana State University.




Derek G. Hennecke.Mr. Hennecke has served as a member of our board of directors since
January 2008. Mr. Hennecke is an expert in drug development. He is a
founder and CEO of Xcelience, a formulation and clinical manufacturing contract
research company in Tampa, Florida. His management experience of over 25 years
in the international biotechnology industry include: MDS Pharma Sciences, as
Vice-president and General Manager for biopharmaceuticals, formulations,
manufacturing, and pharmaceutics from 2004 to 2006; DSM (contract manufacturing
company) in active pharmaceutical ingredients, new business development (NBD)
and manufacturing from 1992 to 2004; and Biochemical Research Division of
Boehringer Mannheim in NBD. His work included assignments in Europe, Egypt,
Mexico, Canada, and USA. In these roles, he built the operations or businesses
to introduce various drug products to Europe or the USA. During his career, Mr.
Hennecke has worked in Germany and Canada for Roche’s research activities. Mr.
Hennecke earned a B.S. from the University of Alberta (Canada), and MBA from
Erasmus University (Rotterdam, Netherlands).


2




Dr. Marc K.
Siegel.  Dr. Siegel has served as a member of our board of
directors since April 27, 2008. Dr. Siegel is Clinical Associate Professor
of Medicine at NYU School of Medicine and Medical Director of Doctor Radio with
NYU and Sirius Satellite Radio. Dr. Siegel is a Fox News Medical
Contributor, a columnist for the Los Angeles Times, a member of the Board of
Contributors at USA Today, a regular contributor to the NY Post, and a frequent
contributor to the Washington Post, the Wall Street Journal, and Newsday. He is
also the author of two non-fiction books, including False Alarm: the Truth about
the Epidemic of Fear, a Discover Magazine top-twenty book of 2005.




Kevin H. Sills. Mr. Sills has
served as a member of our board of directors since April 8, 2008. Mr. Kevin
Sills has been the Vice President of Pharmaceutical Development at King
Pharmaceuticals since July, 1992. He has more than 25 years of
pharmaceutical-related experience and, as a member of King’s executive
Operations Management Team; he is actively involved with corporate strategic
planning and diligent assessment of partnerships and product acquisitions.
Mr. Sills is a past faculty member of the Center for Professional
Advancement, President of NC Pharmaceutical Discussion Group, and an active
member of the Licensing Executives Society and the American Association of
Pharmaceutical Scientists.




The above
directors are expected to be nominated for continued service on the board of
directors at the Company’s annual shareholder meeting.




Executive
Management




David B. Hirsch.Mr. Hirsch joined the Company in early May 2008, assumed the role of
Chief Operating Officer effective June 27, 2008 and assumed the role of
Chief Financial Officer on July 15, 2008. Mr. Hirsch assumed the additional
role of Acting President and Chief Executive Officer on March 18, 2009 upon the
resignation of the Company’s former chief executive officer and president and
Mr. Hirsch relinquished his position as Chief Operating Officer. Mr. Hirsch
began working for the Company as a consultant in April of 2008 and joined the
Company as a full-time employee in May 2008. Prior to joining the Company,
Mr. Hirsch operated a boutique legal and consulting practice with a focus
on financing and advising emerging technology companies. Prior to starting his
own firm, he was a Manager in the Restructuring group at Deloitte and Touche,
LLP in San Francisco, California from May to November, 2001 and an associate at
The Cottonwood Group, a venture capital firm in San Mateo, California from May,
1999 to April, 2000.  He holds a MSIA (MBA) from the Tepper School of
Business at Carnegie Mellon University, a JD from Drake University Law School
and a B.A. in Economics from Indiana University. Mr. Hirsch is also a
licensed attorney in the States of Florida and Indiana.




Jeffrey D.
Hillman:  The biography of Dr. Hillman is included under the
section heading “Directors of the Company” above.




Key
Employee




Gerard “Gerry” David.Mr.
David has served as our executive vice president of sales and marketing since
September, 2008.  Prior to that time he provided services to us
pursuant to a consulting agreement with his company, Certified Nutrition for
Less, LLC.  Mr. David brings more than three decades of experience in
vast aspects of the natural products and direct sales industry. A seasoned
executive, he most recently served as president and COO of Växa International in
Tampa, Florida from March 2007 to July 2008. From August 2006 to February 2007
he served as COO of Cyberwize, located in Sarasota,
Florida.  Previously, from March 2003 to July 2006, he served as
president and COO of Vitarich Labs in Naples, Florida, where he was responsible
for successfully merging the company with a public entity and increased sales by
35% to $20 million and EBITDA by 55% during a 24 month period. David also served
as chief operating officer for Life Science Technologies, where he extended the
reach of distribution to 50 states and successfully merged the company with a
public entity. Mr. David was the executive vice president international, at the
Home Shopping Network Direct from 1993 to 1997, managing the company's
operations in 72 countries. Under his leadership, revenues exceeded $400 million
annually




Corporate
Governance




The
property, affairs and business of the Company are under the general management
of its Board of Directors as provided by the laws of the State of Florida and
the Bylaws of the Company. The Board of Directors conducts its business through
meetings of the full Board and through committees of the Board, and the Board of
Directors has appointed standing Audit and Compensation Committees. The
Audit Committee members consist of Mr. Hennecke and Mr. Welch and the
Board has determined that each such person meets the requirements of
independence, with it also being determined that Mr. Welch meets the
requirements as a financial expert.  The Compensation Committee,
consists of Messrs. Hennecke and Welch and the Board has determined that
each such person meets the requirements of independence. None of the Committee
members has ever been an officer or employee of the Company.




Code
of Ethics




We have
adopted a Code of Conduct, which is applicable to all of our directors and
employees, including our principal executive officer, our principal financial
officer and our controller. A copy of the Code of Conduct can be found on our
website at www.oragenics.com. Any
possible future amendments to or waivers from the Code of Conduct will be posted
on our website.


3




Section 16(a)
Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
Directors and any persons who beneficially own more than ten percent of the
Company's Common Stock to file reports of ownership and changes in ownership of
such securities with the Securities and Exchange Commission Officers, Directors
and beneficial owners of more than ten percent of the Common Stock are required
by applicable regulations to furnish the Company with copies of all Section
16(a) forms they file.Based solely on its
review of copies of forms furnished to the Company and written representations
from the executive officers, directors and holders of ten percent or more of the
Company's Common Stock, the Company believes, all persons subject to the
reporting requirements with regard to the Common Stock complied with the
applicable filing requirements during 2008.





ITEM
11.  EXECUTIVE COMPENSATION.





Compensation
of Directors




Directors
who are executive officers of the Company do not receive any cash compensation
for services on our Board.




Due
primarily to our limited operating capital, our director compensation program
during the year consisted of a one time option grant in lieu of future meeting
fees.  The one-time option grant was initially set at 65,000 shares,
which was amended to increase the option grant to 100,000 shares on May 9, 2008
and our existing non-employee directors were granted an additional grant of
35,000 shares for the difference.  Outside directors are reimbursed
for their expenses associated with travel to and from Board meetings and
meetings with management. Certain fees previously
earned by former non-employee directors for attending Board and Committee
meetings in the amount of$34,000 have been
deferred instead of being paid.  No cash fees were paid to our
directors during the year.




Provided
sufficient capital is determined to be available and in order to attract and
maintain participation of qualified directors, our board may revise the director
compensation program in the future to provide for payments for attendance of
meetings and of services on committees, and as chair of such committees,
particularly as to the recently established executive committee.




The following table sets forth the
compensation of our non-employee directors in 2008.




Director
Compensation




Name
                                
                                Option
                                  Awards ($)
                                  (1)
                                
                                
                                All Other
                                  Compensation
                                  ($) (2)
                                
                                
                                Total ($)Richard
      T. Welch
                                
                                
                                40,150
                                
                                
                                
                                -
                                
                                
                                
                                40,150Derek
      G. Hennecke
                                
                                
                                37,550
                                
                                
                                
                                -
                                
                                
                                
                                37,550Marc
      K. Siegel
                                
                                
                                35,600
                                
                                
                                
                                -
                                
                                
                                
                                35,600Kevin
      H. Sills
                                
                                
                                29,100
                                
                                
                                
                                -
                                
                                
                                
                                29,100




(1)
            The
      compensation amount reflected with respect to these awards represents the
      2008 compensation expense associated with outstanding option grants to our
      non-employee directors.  Upon joining our board of directors
      Messrs. Welch and Hennecke received one-time grants, in lieu of cash fees,
      consistent with our director compensation program approved by our board of
      directors.  Mr. Welch and Mr. Hennecke were granted options at
      $0.44 and $0.41 per share, respectively, the closing price on the date of
      grant.  These options were immediately
      exerciseable.  Mr. Sills joined the board on April 8, 2008 and
      received a one-time option award of 65,000 shares as his compensation for
      service on our board of directors at an exercise price of $0.57 per share,
      which was the closing price of our stock on the date of
      grant.  Mr. Siegel joined the board on April 27, 2008 and
      received a one-time option award of 65,000 shares of common stock
      exerciseable at $0.76 per share, the closing price on the date of grant.
      The board compensation was subsequently revised to increase the number of
      option shares awarded for service on our board of directors by
      non-employee directors from 65,000 shares to 100,000
      shares.  Messrs. Welch, Hennecke, Sills and Siegel each received
      additional option grant awards of 35, 000 shares at an exercise price of
      $0.70 per share, which was the closing price on the date of
      grant.  The amounts reflected in the table with respect to these
      awards represent the 2008 compensation expense associated with such
      grants.  The Company uses a Black-Scholes option-pricing model
      to estimate the fair value of the stock option grant.  The use
      of a valuation model requires the Company to make certain assumptions with
      respect to selected model inputs.  The average expected life is
      based on the contractual term of the option and on the simplified approach
      provided by SAB 107.  The risk-free interest rate is based on
      the U.S. Treasury zero-coupon issues equal to the expected life assumed at
      the date of the grant.




4


(2)
            No
      other compensation was paid to the non-employee Directors except for
      reimbursement for travel expenses to Board meetings, which did not exceed
      $10,000 individually or in the aggregate for our non-employee
      directors.




5


Compensation
of Executive Officers




The
following table sets forth the aggregate compensation in 2007 and 2008 for
services in all capacities paid or accrued by the Company to our Principal
Executive Officer and our next most highly compensated officers who earned more
than $100,000 in total salary and bonus during the fiscal year ended December
31, 2008 (the “Named Executive Officers”).




Summary
Compensation Table




Name and
                                                Principal Position
                                              
                                              Year
                                              
                                              Salary ($)
                                              
                                              
                                              Bonus $
                                              
                                              
                                              Option
                                                Awards ($)
                                                (7)
                                              
                                              
                                              All Other
                                                Compensation ($)
                                                (8)
                                              
                                              
                                              Total ($)David
      Hirsch, Chief
                                              
                                              2008
                                              
                                              $
                                              94,903
                                              
                                              
                                              $
                                              50,000
                                              
                                              
                                              $
                                              16,348
                                              
                                              
                                              $
                                              23,744
                                              
                                              
                                              $
                                              184,995Financial
      Officer, Acting President and CEO and Principal Executive Officer (“PEO”)
      and Principal Financial Officer (“PFO”) (1)
                                              
                                              2007
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Jeffrey
      D. Hillman
                                              
                                              2008
                                              
                                              $
                                              180,000
                                              
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              34,069
                                              
                                              
                                              $
                                              5,400
                                              
                                              
                                              $
                                              219,469Chief
      Scientific Officer (2)
                                              
                                              2007
                                              
                                              $
                                              180,000
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              8,004
                                              
                                              
                                              $
                                              1,500
                                              
                                              
                                              $
                                              189,504Former OfficersRonald
      Evans,
                                              
                                              2008
                                              
                                              $
                                              20,248
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              20,248Former
      President, CEO and PEO (3)
                                              
                                              2007
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Stanley
      Stein
                                              
                                              2008
                                              
                                              $
                                              145,833
                                              
                                              
                                              $
                                              75,000
                                              
                                              
                                              $
                                              54,050
                                              
                                              
                                              $
                                              40,000
                                              
                                              
                                              $
                                              314,833Former
      President, CEO and PEO (4)
                                              
                                              2007
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Dotti
      Delfino, Former
                                              
                                              2008
                                              
                                              $
                                              61,703
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              50,000
                                              
                                              
                                              $
                                              111,703Chief
      Financial Officer and PFO (5)
                                              
                                              2007
                                              
                                              $
                                              84,406
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              84,406Robert
      T. Zahradnik
                                              
                                              2008
                                              
                                              $
                                              80,000
                                              
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              64,500
                                              
                                              
                                              $
                                              89,757
                                              
                                              
                                              $
                                              234,257Former
      Acting Chief Operating Officer (6)
                                              
                                              2007
                                              
                                              $
                                              180,000
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              16,606
                                              
                                              
                                              $
                                              1,800
                                              
                                              
                                              $
                                              198,406





(1)
                Mr.
      Hirsch joined the Company as an executive on May 14, 2008 and was
      subsequently appointed to Chief Operating Officer and entered into an
      employment agreement with the Company.  On July 1, 2008, Mr.
      Hirsch also assumed the role of our Chief Financial Officer and Principal
      Financial Officer due to the resignation of Mrs. Delfino.  On
      March 18, 2009, Mr. Hirsch relinquished his position as Chief Operating
      Officer to Dr. Zahradnik and assumed the positions of acting President,
      Chief Executive Officer and Principal Executive Officer.  In
      connection with his employment, Mr. Hirsch was awarded a bonus of $50,000
      of which $16,667 was paid and $33,333 was deferred.  Mr. Hirsch
      received $11,097 for pre-employment services and $9,600 for relocation
      expenses, which are both included under “other
    compensation.”


(2)
                At
      December 31, 2008, none of Dr. Hillman’s reflected salary was
      deferred.


(3)
                Our
      former director, Mr. Ronald Evans, succeeded Dr. Zahradnik as our
      President, Chief Executive Officer and Principal Executive Officer in
      January 2008 and served briefly until February 12, 2008 at which time Mr.
      Stein became our interim President, Chief Executive Officer and Principal
      Executive Officer.


6


(4)
            Our
      former director, Mr. Stanley Stein succeeded Mr. Evans as our acting
      President, Chief Executive Officer and Principal Executive Officer and
      subsequently became our President Chief Executive Officer and Principal
      Executive Officer on April 8, 2008.  On March 18, 2009, Mr.
      Stein resigned as our President, Chief Executive Officer and Principal
      Executive Officer and was succeeded by Mr. Hirsch as our acting President,
      Chief Executive Officer and Principle Executive Officer.  Mr.
      Stein received a $75,000 bonus, of which, $25,000 was paid and $50,000 was
      deferred. Mr. Stein’s deferred bonus is subject to being paid upon the
      Company attaining a certain level of additional capital funding see
      “Employment Contracts and Change in Control Arrangements”
      below.  Mr. Stein received $30,000 for pre-employment services
      and $10,000 for relocation expenses, which are both included under “other
      compensation.”


(5)
            Mrs.
      Delfino served as our Chief Financial Officer and Principal Financial
      Officer until July 1, 2008.  Mrs. Delfino retired and resigned
      and thereafter became a consultant to the Company on an as needed
      basis.  Mrs. Delfino was not paid any compensation as a
      consultant to the Company during 2008.In connection with
      her separation from the Company Mrs. Delfino was paid a lump sum severance
      of $50,000 in July 2008, which is included under “other
      compensation.”


(6)
            On
      December 31, 2007, Dr. Zahradnik resigned his position as CEO
      and President and as a Director. On January 15, 2008,
      Dr. Zahradnik was paid the portion of his salary that had previously
      been deferred of $26,250 as well as for his accrued vacation of $21,106
      and is included under the “other compensation” column. Following
      Dr. Zahradnik’s departure as a director and executive officer, the
      Board determined that Dr. Zahradnik’s experience with, and knowledge
      of, the Company’s technologies was important and that Dr. Zahradnik
      could make a valuable contribution to the Company as a consultant.
      Accordingly, on January 20, 2008, Dr. Zahradnik and the Company
      entered into a twelve month consulting agreement whereby
      Dr. Zahradnik provided certain consulting and advisory services to
      the Company, which the Board approved. Dr. Zahradnik’s paid
      compensation pursuant to the consulting agreement was $40,000, included
      under “other compensation” and included a grant of 150,000 stock options
      that vested in three events of 50,000 shares each based upon certain
      future milestones.  In May 2008, Dr. Zahradnik subsequently
      became our vice president of business development, and the consulting
      agreement was terminated.  On March 18, 2009, Dr. Zahradnik also
      assumed the role of Acting Chief Operating Officer.  Dr.
      Zahradnik’s employment with us is at will and his compensation as our
      Acting Chief Operating Officer was similar to the terms of his former
      consulting agreement. Dr. Zahradnik resigned as our Chief Operating
      Officer on April 24, 2009.


(7)
            Represents
      the dollar amount recognized for financial statement reporting purposes
      with respect to the 2008, and 2007 fair value of the stock awards and
      option awards to purchase our common stock in accordance with Statement of
      Financial Accounting Standard 123R “Share Based Payment” (“SFAS 123R”).
      Under SEC rules relating to executive compensation disclosure, the amounts
      shown exclude the impact of estimated forfeitures related to service based
      vesting conditions. Fair values relating to share grants have been
      determined under SFAS 123R and were calculated using the common stock
      closing price on the date of grant and multiplying that price by the
      number of shares subject to the share grant. The equity-based compensation
      expense relating to the stock grants is recognized over the requisite
      service period of the grant. For option awards, we utilize the
      Black-Scholes option-pricing model to determine the fair value on the date
      of the grant multiplied by the number of options subject to the option
      grants in accordance with SFAS 123R. The equity-based compensation expense
      relating to the stock option grants is recognized over the requisite
      service period of the grant. For information on the assumptions used to
      calculate the fair value of stock option grants, refer to Footnote 1,
      “Organization and Significant Accounting Policies,” to our financial
      statements in our Annual Report on Form 10-K for the year ended
      December 31, 2008, as amended. These amounts reflect our accounting
      expense for these awards, and do not necessarily correspond to the actual
      value that will be recognized by the executive officers. No stock option
      awards received by our named executives above were forfeited or cancelled
      during 2008.


(8)
            The
      Company’s Simple IRA retirement plan requires the Company to match
      employee contributions up to the first 3% of compensation earned and
      amounts presented also include the Company’s matching contribution and the
      amounts in this column for Mr. Hirsch, Mr. Zahradnik and Mr. Hillman
      include such contributions.  This column excludes certain
      payments for personal benefits for Mr. Hirsch and Mr. Hillman that do not
      exceed $10,000 individually or in the
    aggregate.




7


Outstanding
Equity Awards




The following table provides
information concerning unexercised options, stock that has not vested, and
equity incentive plan awards outstanding as of the end of the fiscal
year:




OUTSTANDING
EQUITY AWARDS AT FISCAL 2008 YEAR-END TABLE




Option AwardsName
                                                    
                                                    Number of
                                                      Securities
                                                      Underlying
                                                      Unexercised
                                                      Options
                                                      (#)
                                                      Exercisable
                                                    
                                                    
                                                    Number of
                                                      Securities
                                                      Underlying
                                                      Unexercised
                                                      Options
                                                      (#)
                                                      Unexercisable
                                                    
                                                    
                                                    Equity
                                                      Incentive
                                                      Plan
                                                      Awards:
                                                      Number of
                                                      Securities
                                                      Underlying
                                                      Unexercised
                                                      Unearned
                                                      Options
                                                      (#)
                                                    
                                                    
                                                    Option
                                                      Exercise
                                                      Price
                                                      ($)
                                                    
                                                    Option
                                                      Expiration
                                                      DateDavid Hirsch (1)
                                                    
                                                    
                                                    66,667
                                                    
                                                    
                                                    
                                                    433,333
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.49
                                                    
                                                    5/30/2018Jeffrey Hillman (2)
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    25,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.74
                                                    
                                                    09/08/2011200,000
                                                    
                                                    
                                                    
                                                    500,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.85
                                                    
                                                    5/21/2018Former Officers:Ronald Evens
                                                    
                                                    
                                                    65,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.53
                                                    
                                                    7/2/200830,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.41
                                                    
                                                    7/2/2008Stanley Stein (3)
                                                    
                                                    
                                                    65,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.49
                                                    
                                                    6/18/2009100,000
                                                    
                                                    
                                                    
                                                    650,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.48
                                                    
                                                    3/31/2010Dotti Delfino (4)
                                                    
                                                    
                                                    30,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.32
                                                    
                                                    10/15/2008100,000
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.53
                                                    
                                                    10/15/2008Robert Zahradnik (5)
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    0.44
                                                    
                                                    5/24/2009—
                                                    
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    1.00
                                                    
                                                    5/24/2009—
                                                    
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    2.00
                                                    
                                                    5/24/2009










(1)
            David
      Hirsch received options in connection with entering into an employment
      agreement with us.See
      “Employment Contracts and Change in Control
  Arrangements.”


(2)
            Dr.
      Hillman was awarded options to acquire 700,000 share of common stock on
      May 21, 2008.  These options vest as follows: 200,000 shares
      immediately and the remaining 500,000 share vest when the Company’s stock
      price reaches certain levels (150,000 shares vest at $1.00 per share,
      150,000 shares vest at $2.00 per share and 200,000 share vest at $3.00 per
      share).


8





(3)
            Mr.
      Stein was originally granted 65, 000 upon becoming a director which vested
      immediately.  These shares expire on June 18, 2009 following Mr.
      Stein’s resignation as a director on March 18, 2009.  Mr.
      Stein’s other option grant of 750,000 shares consist of 100,000 of the
      option shares that became exercisable on April 9, 2008 and the remaining
      650,000 option shares become exercisable, upon the Company's stock
      reaching certain share prices as follows: 150,000 option shares if reaches
      $1.00 per share, 150,000 option shares if reaches $2.00 per share, 150,000
      option shares if reaches $3.00 per share and 200,000 option shares if
      reaches $5.00 per share. This option award was amended to continue forth
      in connection with Mr. Stein’s consultant agreement with the
      Company.


(4)
            Mrs.
      Delfino was granted option in connection with her employment with us and
      the options were continued as Mrs. Delfino agreed to provide consulting
      services to us on an as needed basis for a one year
      period.  Mrs. Delfino’s options expire 90 days after the
      termination of the consulting
agreement.


(5)
            Dr.
      Zaharadnik’s options were awarded in connection with his consulting
      agreement and were continued in connection with his employment
      status.  These options vest as follows: 50,000 shares
      immediately and the remaining 100,000 share vest when the Company’s stock
      price reaches certain levels (50,000 shares vest at $1.00 per share,
      50,000 shares vest at $2.00 per share
).




There
were no stock options exercised by the Named Executive Officers during the year
ending December 31, 2008.  No stock awards were given during the
fiscal year 2008.  We do not have any long-term incentive plans that
provide compensation intended to serve as incentives for performance other than
our Amended and Restated 2002 Stock Option and Incentive Plan.




Employment
Contracts and Change in Control Arrangements




Our
former President and CEO, Dr. Robert T. Zahradnik, did not have an
employment agreement with us, but in his offer letter he was to be compensated
at the rate of $180,000 per annum, receive 20 days accumulating vacation/sick
leave annually and be provided the same employee benefit package available to
all employees. Dr. Zahradnik has also signed our Company’s non-disclosure
and non-compete agreements. Our employment arrangement with Dr. Zahradnik
was “at will.”  Dr. Zahradnik’s position with us as a President
and Chief Executive Officer ended on December 31,
2007.  Following his resignation from the board of directors and as
President and CEO, Dr. Zahradnik provided consulting services to the Company
until rejoining the company in May 2008 as a vice-president of business
development.  Mr. Zahradnik subsequently assumed the additional role
of Acting Chief Operating Officer effective March 18, 2009 following the
departure of Mr. Stanley Stein and the assumption of Mr. Stein’s duties by David
Hirsch and the relinquishment by Mr. Hirsch of his duties as Chief Operating
Officer. Dr. Zahradnik resigned from his position as Acting Chief Operating
Officer on April 24, 2009.




Dr. Ronald
Evens, our former director, became our interim chief executive officer and
President upon Dr. Zahradnik’s departure and served in such interim
capacity until February 12, 2008. For serving in such capacity
Dr. Evens’ compensation was $20,248 and included a grant of stock options
for 30,000 shares.  Upon Dr. Evens departure as interim Chief
Executive Officer, Mr. Stanley Stein, our director, became our interim
Chief Executive Officer and President.




Mr. Stein’s
initial compensation arrangement was pursuant to an offer letter that provided
for an annual rate of compensation of $175,000 and relocation expenses of
$10,000. Mr. Stein also was compensated in the amount $30,000 in connection
with his initially commencing services and was expected to receive an award of
stock options under our Amended and Restated 2002 Stock Option and Incentive
Plan.




On April
8, 2008, Mr. Stein became our Chief Executive Officer and President, and entered
into an employment agreement with us.  The initial term of the
Employment Agreement is for one year and shall automatically be extended for
successive one year renewal terms.  Mr. Stein shall receive an annual
salary of not less than $175,000 and is eligible to receive bonuses at the
discretion of the Compensation Committee of the Board of
Directors.  Mr. Stein was granted stock options to acquire 750,000
shares of common stock under our Amended and Restated 2002 Stock Option and
Incentive Plan (the “Stock Option Plan”).  The options vested as
follows:  100,000 shares on April 9, 2008; 150,000 shares on the dates
which the Company’s stock price equals or exceeds $1.00 per share, $2.00 per
share and $3.00 per share respectively, and 200,000 shares on the date which the
Company’s stock price equals or exceeds $5.00 per share.  Mr. Stein
resigned as President, Chief Executive Officer and Director effective March 18,
2009 and his employment agreement was terminated.  In connection with
Mr. Stein’s separation from employment he is to be paid his accrued compensation
earned through the date of termination, which includes an accrued bonus payment
of $50,000 upon the occurrence of certain specified events.  In
addition, Mr. Stein is to be paid $1,500 for nine months to cover
post-separation expenses.  After separation from employment with us,
Mr. Stein became a consultant to the Company with his previously granted options
continuing so long as Mr. Stein serves as a consultant to the
Company.  As a result of Mr. Stein’s resignation, Mr. Hirsch was
appointed to serve as our acting President and Chief Executive
Officer.


9


Mr.
Hirsch began working for us as a consultant in April 2008 and became a full time
employee in May 2008.  In connection with Mr. Hirsch’s appointment,
effective June 27, 2008, as our Chief Operating Officer, Mr. Hirsch entered into
an employment agreement with us which was amended on July 15, 2008 when he also
became our Chief Financial Officer upon the retirement of our former Chief
Financial Officer Mrs. Dorothy Delfino.  The initial term of the
Employment Agreement is for one year and shall automatically be extended for
successive one year renewal terms.  Pursuant to his employment
agreement, Mr. Hirsch receives an annual salary of not less than $150,000 and is
eligible to receive bonuses at the discretion of the Compensation Committee of
the Board of Directors.  Mr. Hirsch was granted stock options to
acquire 500,000 shares of common stock under the Stock Option
Plan.  These options vest as follows: 66,667 shares vest immediately,
100,000 shares on the dates which the Company’s stock price equals or exceeds
$1.00 per share, $2.00 per share and $3.00 per share respectively, and 133,333
shares on the date which the Company’s stock price equals or exceeds $5.00 per
share.
  If
Mr. Hirsch is involuntarily terminated he shall receive his base salary accrued
through the date of termination, and any nonforfeitable benefits earned and
payable to him under the terms of the deferred compensation, incentive or other
benefit plan, payable in accordance with the terms of the applicable
plan.  In addition, if Mr. Hirsch’s separation from employment is not
voluntary, for cause or due to death or disability, the Company would be
obligated to pay Mr. Hirsch a series of nine (9) equal monthly payments equal to
one-twelfth (1/12th) of his
annual base salary in effect on the date of such termination as severance and
any unvested options shall vest.  If he is terminated for cause, he
shall be entitled to receive his base salary accrued through the date of
termination and any nonforfeitable benefits already earned and payable to Mr.
Hirsch under the terms of the deferred compensation or incentive plans
maintained by the Company. If Mr. Hirsch voluntarily resigns, he shall be
entitled to this base salary accrued through termination and any nonforfeitable
benefits already earned and payable to Mr. Hirsch under the terms of the
deferred compensation or incentive plans maintained by the
Company.  In the event of a Change in Corporate Control the vesting of
any stock options or other awards under the terms of the Stock Option Plan shall
become immediately vested in full and in the case of stock options exercisable
in full.  If Mr. Hirsch is terminated within six months of a change in
control (as such term is defined in his employment agreement), Mr. Hirsch would
be entitled to receive, in lieu of the foregoing severance payment described
above, a series of twenty-four (24) equal monthly payments equal to one twelfth
(1/12) of Mr. Hirsch’s annual base salary in effect at the time of a change in
control.  The employment agreement also includes non-disclosure and
non-compete provisions as well as a lump sum payment equal to the sum of the
executive’s accrued base salary, unpaid amounts of any bonuses earned with
respect to the fiscal year of the Company most recently ended and the death
benefits payable under any retirement, deferred compensation or other employee
benefit plan maintained by the Company in the event of an executive’s death
during the term of the agreement.
  Mr.
Hirsch became our Acting President and Chief Executive Officer effective March
18, 2009, he also continues in his role as our Chief Financial Officer, however,
Mr. Hirsch did not receive any adjustment in his compensation upon assuming the
role of our acting President and Chief Executive Officer.
  We have
an employment agreement with Jeffrey D. Hillman, our Chief Scientific Officer.
His three-year agreement commenced on January 1, 2004 and provides for automatic
one-year extensions after December 31, 2007. Under the terms of our
employment agreement with Dr. Hillman, we are obligated to pay Dr. Hillman
compensation of $180,000. He is also eligible for participation in incentive
stock compensation plans. The employment agreement also provides for other
benefits including the right to participate in fringe benefit plans, life and
disability insurance plans, expense reimbursement and 20 days accumulating
vacation/sick leave annually. If Dr Hillman is terminated by the Company without
cause (as defined in the agreement) or within twelve months following a change
of control (as defined in the agreement), or if he leaves for good reason (as
defined in the agreement), he will be entitled to severance payments, at his
then annual base salary and all stock options granted to the executive and any
benefits under any benefit plans shall become immediately vested and to the
extent applicable, exercisable.  If Dr. Hillman voluntarily resigns he
shall receive no further compensation after the effective date of such
resignation.  The employment agreement also includes non-disclosure
and non-compete provisions, as well as salary payments for a three month period
in the event of an executive’s death or disability during the term of the
agreements.
  10
 
 ITEM12.SECURITYOWNERSHIPOFCERTAIN  BENEFICIA L OWNER S  AN D MANAGEMEN T  AN D  RELATE D STOCKHOLDER MATTERS.
  The
following table sets forth, as of April 27, 2009, certain information concerning
the beneficial ownership of each class of our voting securities by: (i) each
person known by us to own beneficially five percent (5%) or more of the
outstanding shares of our common stock, (ii) each of our directors and
named executive officers, and (iii) all executive officers and directors as
a group.
  The
number of shares beneficially owned by each 5% stockholder, director or named
executive officer is determined under rules of the SEC and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares to which the individual
has sole or shared voting power or investment power and also any shares that the
individual has the right to acquire within 60 days after April 27, 2009 through
the exercise of any stock option, warrant or other right, or conversion of any
security. Unless otherwise indicated, each person has sole investment and voting
power (or shares such power with his or her spouse) with respect to the shares
set forth in the following table. The inclusion in the table below of any shares
deemed beneficially owned does not constitute an admission of beneficial
ownership of those shares.
  Name and Address (1)
                  
                  Number of Shares
                    Beneficially Owned
                  
                  
                  Percentage of
                    Ownership(2)5%
      ShareholderGeorge
      T. Hawes (3)
                  
                  
                  14,041,323
                  
                  
                  
                  34.35
                  %Directors
      and OfficersDavid
      B. Hirsch (4)
                  
                  
                  66,667
                  
                  
                  
                  *Jeffrey
      D. Hillman (5)
                  
                  
                  4,456,914
                  
                  
                  
                  11.55
                  %Richard
      T. Welch (6)
                  
                  
                  100,000
                  
                  
                  
                  *Kevin
      H. Sills (6)
                  
                  
                  100,000
                  
                  
                  
                  *Marc
      K. Siegel (6)
                  
                  
                  100,000
                  
                  
                  
                  *Derek
      G. Hennecke (6)
                  
                  
                  100,000
                  
                  
                  
                  *All
      Officers and Directors as a Group (6 Persons)
                  
                  
                  4,923,581
                  
                  
                  
                  12.61
                  %Former
      OfficersRobert
      T. Zahradnik (7)
                  
                  
                  981,000
                  
                  
                  
                  2.55
                  %Stanley
      Stein, former Principal Executive Officer (8)
                  
                  
                  165,000
                  
                  
                  
                  *Dorothy
      Delfino, former Principal Financial Officer (9)
                  
                  
                  155,000
                  
                  
                  
                  *
 
  *
              less
      than one percent
  (1)
              Except
      as indicated, the address of the person named in the table is c/o 13700
      Progress Boulevard, Alachua, Florida
32615.
  (2)
              For
      each person and group included in this table, percentage ownership is
      calculated by dividing the number of shares beneficially owned by such
      person or group by the sum of 38,316,585 shares of common stock
      outstanding as of April 27, 2009, plus the number of shares of common
      stock that such person has the right to acquire within 60 days after April
      27, 2009.
  (3)
              Based
      upon information provided by Mr. Hawes in his Schedule 13D/A filing with
      the SEC on July 8, 2008.  The amount of shares includes
      2,557,778 shares issuable pursuant to currently exerciseable warrants and
      excludes 100,000 shares of common stock and warrants to purchase 100,000
      shares of common stock owned by Mr. Hawes wife for which he disclaimed
      beneficial ownership. Mr. Hawes address, as reflected in Schedule 13D/A,
      is 390 Plandome Road, Suite
      222, Manhasset, New York
11030.
  (4)
              Represents
      currently exerciseable options awarded to Mr. Hirsch in connection with
      his employment with us and excludes 433,333 options, not currently
      exerciseable.
  11
  (5)
              Includes
      4,056,914 shares held by the 2002 Jeffrey Hillman Trust, 150,000 shares
      held directly by Jeffrey D. Hillman, currently exerciseable outstanding
      options for 250,000 shares and excludes options to acquire 525,000 shares
      that are not currently
exerciseable.
  (6)
              The
      share amounts reflected represent currently exerciseable outstanding
      options granted in connection with service on our board of directors to
      our non-employee directors.
  (7)
              Includes
      881,000 shares held by Dr. Zaharadnik and outstanding options to acquire
      100,000 shares that are currently
exerciseable.
  (8)
              Represents
      currently exerciseable options.
  (9)
              Represents
      currently exerciseable options.
 
 Equity
Compensation Plan Information
  We
maintain an equity-based compensation plan—the Amended and Restated 2002 Stock
Option and Incentive Plan (as amended, the “Incentive Plan”).  A
description of our equity based compensation plan can be found in Note 7 of the
Notes to Financial Statements. The Incentive Plan has been approved by our
shareholders. The following table sets forth the number of shares of our common
stock subject to outstanding options and rights under the Incentive Plan, the
weighted-average exercise price of outstanding options, and the number of shares
remaining available for future award grants under the Incentive Plan as of
December 31, 2008 (in thousands, except exercise price):
  
 Equity Compensation Plan Information(a)
                                                                      
                                                                      
                                                                      (b)
                                                                      
                                                                      (c)Plan Category
                                                                      
                                                                      Number of securities
                                                                        to be issued upon
                                                                        exercise of
                                                                        outstanding options,
                                                                        warrants and rights
                                                                      
                                                                      
                                                                      Weighted-average
                                                                        exercise price of
                                                                        outstanding options,
                                                                        warrants and rights
                                                                      
                                                                      Number of securities remaining
                                                                        available for future issuance
                                                                        under equity compensation plans
                                                                        (excluding securities reflected in
                                                                        column (a))Equity
      compensationplans
      approved bysecurity
      holders
                                                                      
                                                                      4,570,000
                                                                      
                                                                      $
                                                                      0.60
                                                                      
                                                                      430,000Equity
      compensation plans not approved by security holders(1)
                                                                      
                                                                      –
                                                                      
                                                                      
                                                                      –
                                                                      
                                                                      –Total
                                                                      
                                                                      4,570,000
                                                                      
                                                                      $
                                                                      0.60
                                                                      
                                                                      430,000
  
 1 The
Company does not have any equity compensation plans that have not been approved
by security holders.  The Company does have warrants to acquire
5,777,778 shares of common stock outstanding at an exercise price of $1.30 per
share.  These warrants were issued in connection with a private
placement in June 2008.
 
 ITEM  13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
 The Audit Committee of the Board of
Directors is responsible for reviewing all transactions between the Company and
any officer or Director of the Company or any entity in which an officer of
Director has a material interest. Any such transactions must be on terms no less
favorable than those that could be obtained on an arms-length basis from
independent third parties.
  Consulting Fees
  We continue to owe Dr. Hillman, ourdirector andChief Scientific Officer, $55,000 for
consulting services he provided to us in 2001 and 2002.No
interest is being accrued on this outstanding obligation.  In
addition, Dr. Hillman is owed $26,250 for salary deferred prior to
2008.
  12
  Financing Transactions
  On June
12, 2008, our Securities Purchase Agreement (“SPA”) with two accredited
investors became binding and we closed on $2,600,000 in equity based financing
with net proceeds of $2,515,000. We issued a total of 5,777,778 shares of
restricted common stock in the private placement. The shares were sold to two
accredited investors (including our largest shareholder and affiliate, Mr.
George T. Hawes) at $0.45 per share. Each participating investor also received
warrants to purchase shares of common stock at the price of $1.30 per share. One
warrant was issued for each share of common stock issued for a total of
5,777,778 shares that may be acquired upon exercise of the warrants. The
warrants are exercisable and expire June 12, 2013.
  Mr.
George T. Hawes (“Mr. Hawes”), has certain rights pursuant to the
SPA.  Pursuant to the SPA Mr. Hawes:
  ·      has
the right to prior consent (which consent shall not be unreasonably withheld or
delayed) until the earliest to occur of the following: (i) June 12, 2010; or
(ii) the date that the Fair Market Value of the Common Stock exceeds $2.00, to
the Company's issuance of  debt securities that are convertible into
any class of common or preferred stock of the Company; or the Company’s issuance
of any shares or series of preferred stock or any shares or classes of common
stock with superior rights or preferences to the existing Common Stock; or the
Company's pledge or otherwise granting any security interest or other
encumbrance over any of its intellectual property in connection with any loan or
similar investment in the Company (for the avoidance of doubt, excluding without
limitation, licenses, joint ventures and strategic alliances with operating
companies, purchases and sales of assets, and similar strategic investments in
the best interest of the Company as determined by the Company’s Board of
Directors);
 
 ·      has
the right to be notified by the Company to the extent the Company engages in
discussions with any third parties with respect to such further debt or equity
financings, and thereafter, Mr. Hawes shall reply to the Company in writing and
indicate whether or not he will match such financing at the price and on the
terms specified in such notice of the additional financing offer, (i) in the
case of financings of less than $3 million in aggregate, within three (3) days
after the Company receives an unconditional offer to finance from a qualified
investor, and (ii) in the case of financings of $3 million or greater in
aggregate, within three (3) days after receipt of any proposed term sheet for
such additional financing (which the Company shall forward to Mr.
Hawes);
 
 ·      has
the obligation, to the extent Mr. Hawes elects to exercise his right of first
refusal, to bear the costs and expenses reasonably incurred by the funding
source with respect to such additional financing;
 
 ·      has
the right of first refusal on future debt or equity financings by the Company,
until June 12, 2010, excluding any equity issuances pursuant to the Company’s
employee benefit awards plans or arrangements, and any equity issuances related
to joint venture or strategic alliance initiatives approved by the Company’s
board of directors; and
  ·      has
the right to participate in any such equity financing to acquire such number of
shares or securities as necessary to maintain his percentage ownership in the
Company immediately following the closing of such offering (such percentage of
ownership to be determined exclusive of the warrants acquired by Mr. Hawes under
the Agreement) by participation in such equity financing at the same price and
on the same terms as such additional equity financing until June 12,
2010.
  The
description of the above rights and associated obligations of Mr. Hawes is
qualified by reference to the entire SPA which was previously filed with
the Securities and Exchange Commission as an exhibit to
 Form 8-K
dated June 13, 2008.
 
 On August 7, 2007, we closed on
$1,171,591 in equity based financing.  We issued a total of 4,600,000
shares of restricted common stock and warrants to acquire 4,600,000 shares of
common stock in a private placement to accredited
investors.   The shares were sold to accredited investors at
$0.25 per share, except that per stock exchange requirements, a former director,
acquired his shares at $0.44 per share, which was the closing share price on
August 7, 2007.  One of our shareholders, George Hawes participated in
this offering and acquired 1,100,000 shares and 1,100,000
warrants.  Each warrant to purchase shares of common stock is
exerciseable at the price of $0.58 per share.  The warrants expired on
August 8, 2008 (the “August 2007 Warrants”).  On January 31, 2008 we
amended the August 2007 Warrants, to reduce the exercise price to $0.44, which
was the fair market value on the date of the amendment for a designated period
of time (from January 28, 2008 to February 29, 2008) following which the
exercise price reverted back to $0.58.  Prior to the expiration of the
August 2007 Warrants, 3,386,364 shares were issued upon exercise at the amended
exercise price George Hawes acquired 500,000 shares at the reduced exercise
price.
  13
  On March 6, 2006, we issued a total of
1,500,000 shares of our common stock and warrants to purchase 1,500,000 shares
of our common stock in a private placement to accredited investors. We received
gross proceeds of $600,000 in the private placement and incurred estimated costs
of approximately $75,000 resulting in net proceeds of approximately $525,000.
One of our shareholders, George Hawes, acquired 587, 500 shares and 587,500
warrants in connection with this private placement. Each warrant was exercisable
on or before February 8, 2009 to acquire one share of common stock at a price of
$0.60 per share (the “March 2006 Warrants”). On January 17, 2009 we amended the March
2006 Warrants. Pursuant to the amendment, the warrant exercise price was reduced
to $0.44, which was the fair market value on the date of the amendment. Prior to
the expiration of the March 2006 Warrants, 1,150,000 shares were issued upon
exercise at the amended exercise price. Drs. Hillman and Zahradnik and a former
director participated in exercising the warrants they had received in the
private placement to each acquire 62,500 shares of common stock at the reduced
exercise prices. Mr. George Hawes also participated by acquiring 737, 500 shares
upon the exercise of his warrants (as well as 150,000 warrants that had been
transferred to him) at the reduced exercise price. The remaining unexercised
March 2006 Warrants expired and are no longer outstanding.
  Our director, Dr. Marc Siegel entered
into a consulting agreement with us to provide certain mediarelationsservices to us.In connection with Dr. Siegel’s services
as a consultant he was paid $9,600 in 2008.
  Relationships
 
 During 2008, Dr. Zahradnik’s wife
provided administrative services to the Company as an independent contractor on
an as-needed basis at an hourly rate and was paid an aggregate of $5,925 during
fiscal 2008.  As of February 15, 2008, Ms. Zahradnik was no longer
providing these services to the Company.
 
 ITEM  14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
 
 Audit and Other Fees
  The
following table presents fees incurred forprofessional auditservices
renderedbyour
independent registered public accounting firm,Kirkland, Russ,
Murphy and Tapp, PAforthe audit of our financial statements for
the years ended December 31, 2008 and December 31, 2007, and fees for other services rendered byKirkland, Russ, Murphy and Tappand other
accounting firms whom assisted on special projects during those
periods.
 
 TypeofFees
                                        
                                        2008
                                        
                                        
                                        2007Audit Fees
    (1)
                                        
                                        $
                                        110,150
                                        
                                        
                                        $
                                        88,000Audit-Related Fees
      (2)
                                        
                                        
                                        8,075
                                        
                                        
                                        
                                        18,428Tax Fees
(3)
                                        
                                        
                                        3,000
                                        
                                        
                                        
                                        3,000All Other Fees
      (4)
                                        
                                        
                                        —
                                        
                                        
                                        
                                        7,443Total
                                        
                                        $
                                        121,225
                                        
                                        
                                        $
                                        116,871
 
 (1)           Audit
Fees:These fees consist of
aggregatefees billed or to
be billed by Kirkland, Russ, Murphy and Tapp, PA of $88,000 for professional
services rendered in connection with their audit of the Company’s 2008 and
2007financial statements,
respectively, including the review of the financial statements included in the
Company's Quarterly Reports on Form 10-QSB.
  (2)           Audit-Related
Fees:  There were
fees billed by Ernest & Young LLP and Kirkland, Russ, Murphy and Tapp, PA
for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported above under the caption "Audit Fees."
  (3)           Tax Fees:  There were fees billed by
Kirkland, Russ, Murphy and Tapp, PA for professional services for tax
compliance and tax
advice.
  (4)           All Other
Fees:  There were
fees billed by various CPA firms in 2007 of $7,443 in connection with the
professional services associated with the Company’s compliance with the
Sarbanes-Oxley Act of 2002 filings for small businesses.  No fees were billed for
2008.
  14
  The Audit Committee approves in advance
all audit and non-audit services to be performed by the Company’s independent
registered public accounting firm.  The Audit Committee considers
whether the provision of any proposed non-audit services is consistent with the
SEC’s rules on auditor independence and has pre-approved certain specified audit
and non-audit services to be provided by Kirkland, Russ, Murphy and Tapp, PA for
up to twelve (12) months from the date of the pre-approval.  If there
are any additional services to be provided, a request for pre-approval must be
submitted by management to the Audit Committee for its
consideration.
  PART
IV
  ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
  Incorporated by reference to the
Exhibit Index immediately following the signature page.
  15
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 and 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
 Dated:  April
29, 2009
 
 ORAGENICS, INC.By:
                  /s/
      David B. HirschDavid
      B. Hirsch, Acting President and
                    Chief
      Executive Officer, and Chief
                    Financial
      Officer and Principal Executive
                    Officer.
  16
  EXHIBIT
INDEX TO FORM 10-K/A
  Exhibit
      Number
                
                Description
      of Document31.1*
                
                Rule
      13a-14(a)/15d-14(a) Certification31.2*
                
                Rule
      13a-14(a)/15d-14(a) Certification*Filed
      herewith