<PAGE>

As filed with the Securities and Exchange Commission on November 21, 2003.

                                                    Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ORAGENICS, INC.
             (Exact name of registrant as specified in its charter)


         FLORIDA                                           59-3410522
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                              12085 Research Drive
                             Alachua, Florida 32615
                                 (386) 418-4018
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                 ORAGENICS, INC.
                            2002 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                                Mento A. Soponis
                      Chief Executive Officer and President
                                 Oragenics, Inc.
                               4730 S.W. 103rd Way
                           Gainesville, Florida 32608
                           (386) 418-4018 (Telephone)
            (Name, Address and Telephone number of Agent for Service)

                                   Copies to:

                            Darrell C. Smith, Esquire
                            Mark A. Catchur, Esquire
                         Shumaker, Loop & Kendrick, LLP
                        101 E. Kennedy Blvd., Suite 2800
                              Tampa, Florida 33602
                           (813) 229-7600 (Telephone)
                           (813) 229-1660 (Facsimile)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
             Title of securities             Amount to be         Proposed maximum       Proposed maximum         Amount of
              to be registered                Registered              offering              aggregate         registration fee
                                                                 price per share(1)     offering price(1)
---------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                            <C>                        <C>                  <C>                     <C>
Common Stock $.001 Par Value ...........    1,000,000 shares           $2.93                $2,930,000              $238
=================================================================================================================================
</TABLE>

--------------------
(1) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated in part on the
basis of the prices at which previously granted options may be exercised
(315,000 shares at $1.25 per share, 130,000 at $2.65 per share 35,000 at $3.60
per share, 60,000 at $3.80 per share and 10,000 at $4.00 per share) and in part
based on the average of the high and low prices of the Company's shares on the
TSX Venture Exchange on November 18, 2003, for the remaining shares available
under the 2002 Stock Incentive Plan (450,000 shares). The price per share
represents the number determined by dividing the aggregate exercise amount
(rounded up to the nearest whole $10,000) by the number of shares to be acquired
upon exercise.


<PAGE>

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information concerning the Oragenics, Inc.
2002 Stock Incentive Plan (the "Plan") required by Item 1 of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), and the statement of
availability of the registrant information, and other information required by
Item 2 of Form S-8 will be sent or given to participants as specified in
Securities Act Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission either as part of this registration statement on Form S-8 or
as prospectuses or prospectus supplements pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon written or oral request to Oragenics, Inc., 12085 Research Drive, Alachua,
Florida 32615 (telephone number (386) 418-4018, Attention Chief Financial
Officer), the Company shall furnish, without charge, to employees, the
Commission or its staff a copy or copies of all of the documents included in
such file.

Item 1(b).  Securities to be Offered

         The Company hereby registers 1,000,000 shares of the Company's Common
Stock, par value $.001 per share, in connection with the Plan. See Item 4 below
for a description of the Company's securities.

Item 2.  Registration Information and Employee Plan Annual Information.

         See Item 1.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are hereby incorporated by reference in this Prospectus the
following documents, all of which are previously filed by the Company with the
Commission:

         1.       The Company's registration statement on Form SB-2 (No.
                  333-100568) containing audited financial statements for the
                  Company's latest fiscal year;

         2.       The Company's Form 10-QSB for the quarter ended June 30, 2003
                  filed August 13, 2003;

         3.       The Company's Form 10-QSB for the quarter ended September 30,
                  2003 filed November 13, 2003; and

         4.       The Company's Form 8-K dated October 2, 2003, relating to the
                  appointment of director David Gury, Form 8-K dated October 24,
                  2003 relating to a press release on the Company's oral rinse,
                  and a Form 8-K dated November 3, 2003 announcing option grants
                  to Messrs. Hassie and Anderson.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to be
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Common Stock

         We are authorized to issue 100,000,000 shares of common stock, par
value $0.001 per share, of which 12,167,204 are presently issued and
outstanding. The holders of our common stock:

                                       2
<PAGE>

o        have equal ratable rights to dividends from funds legally available if
         and when declared by our board of directors;

o        are entitled to share ratably in all of our assets available for
         distribution to holders of common stock upon liquidation, dissolution
         or winding up of our affairs;

o        do not have preemptive, subscription or conversion rights and there are
         no redemption or sinking fund provisions or rights; and

o        are entitled to one non-cumulative vote per share on all matters on
         which stockholders may vote.

         We refer you to our Articles of Incorporation, Bylaws and the
applicable statutes of the State of Florida for a more complete description of
the rights and liabilities of holders of our securities.

Non-cumulative Voting

         Holders of shares of our common stock do not have cumulative voting
rights, which means that the holders of more than 50% of the outstanding shares,
voting for the election of directors, can elect all of the directors to be
elected, if they so choose, and, in that event, the holders of the remaining
shares will not be able to elect any of our directors. Our chairman and chief
executive officer own approximately 44.4% of our outstanding shares.

Cash Dividends

         As of the date of this prospectus, we have not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, general economic conditions,
and other pertinent conditions. It is our present intention not to pay any cash
dividends in the foreseeable future, but rather to reinvest earnings, if any, in
our business operations.

Preferred Stock

         We are authorized to issue up to 20,000,000 shares of preferred stock
with no par value, in one or more classes or series. The designation and
preferences, limitations and relative rights, including dividend rights,
dividend rates, conversion rights, conversion rates, voting rights and terms of
redemption of the preferred shares will be determined by the board of directors.
We have no plans presently to issue any shares of preferred stock.

Series A Warrants

         The Series A Warrants have been issued under a warrant indenture
between our company and Computershare Trust Company of Canada dated March 28,
2003. Each Series A warrant entitles the holder to purchase one share of common
stock at a price of $2.00 through December 24, 2003. If the Series A warrants
are not exercised by then, they will expire and cannot be exercised thereafter.
The warrant indenture will provide, among other things, for appropriate
adjustment in the class, number and price of the shares to be issued on exercise
of the warrants upon certain events, including any stock split, subdivision,
consolidation or reclassification of our common stock or the payment of stock
dividends.

Series B Warrants

         The Series B warrants have been issued under the warrant indenture
referred to above. Each Series B warrant entitles the holder to purchase one
share of common stock at a price of $3.00 through March 24, 2004. If the Series
B warrants are not exercised by then, they will expire and cannot be exercised
thereafter.

Other Terms of the Series A and B Warrants

         We will pay any transfer tax incurred as a result of the issuance of
common stock to the warrant holder upon exercise of the warrants.

         We will not issue fractional shares upon the exercise of a warrant and
warrant holders may not exercise one-half of one warrant or any other fraction
thereof. The holder of a warrant will not possess any rights as our shareholder
until he or she exercises the warrant.

         A warrant may be exercised upon surrender of the warrant certificate on
or before the expiry date of the warrant at the office of the warrant trustee,
with the exercise form found on the back of the warrant certificate, completed
and executed as indicated, accompanied by payment of the exercise price (by
money order, wire transfer, bank draft or certified check payable to the order
of Oragenics, Inc.) for the number of shares of common stock with respect to
which the warrant is being exercised.

                                       3
<PAGE>

         For a holder to receive shares of common stock which will be "good
delivery" in settlement of transactions on the TSX Venture Exchange upon
exercise of the warrants, there must be a current registration statement in
effect with the SEC and qualification in effect under applicable state
securities laws (or applicable exemptions from state qualification requirements)
with respect to the issuance of shares of common stock. We have agreed to use
our best efforts to cause a registration statement with respect to the shares
issuable upon exercise of the warrants under the Securities Act of 1933 to
become and remain effective in anticipation of and before the exercise of the
warrants and to take such other actions under the laws of various states as may
be required to cause the sale of shares or other securities upon exercise of
Series A and B warrants to be lawful.

         For the life of the warrants, the holders thereof have the opportunity
to profit from a rise in the market price of the common shares without assuming
the risk of ownership of the common shares underlying the warrants. The warrant
holders may be expected to exercise their warrants at a time when we would, in
all likelihood, be able to obtain any needed capital by an offering of common
shares on terms more favorable than those provided for by the warrants.
Furthermore, the terms on which we could obtain additional capital during the
life of the warrants may be adversely affected.

Redeemable Warrants

         As part of its compensation in connection with our initial public
offering, we issued to our underwriter, Haywood Securities Inc., 500,000
warrants. Each warrant is exercisable through June 24, 2005 to purchase one
share of common stock at a price of $1.25 per share. If our shares trade at a
price of above $5.00 per share or more for 20 consecutive trading days on the
TSX Venture Exchange or such other exchange as they may be listed on, then we
may provide notice to Haywood that it must exercise such warrants within 30 days
of the notice, failing which the warrants will expire and may not be exercised
thereafter.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

Limitation of Liability.

(a) Articles of Incorporation and Bylaws.

         Our Bylaws contain the following provisions with respect to
indemnification of directors and officers:

         (a)      The Corporation shall indemnify any person who was or is a
                  party or is threatened to be made a party, to any threatened,
                  pending or completed action, suit or proceeding, whether
                  civil, criminal, administrative or investigative, by reason of
                  the fact that the party is or was a director, an officer of
                  the corporation, or is or was serving at the request of the
                  corporation as a director or officer of another corporation,
                  partnership, joint venture, trust or other enterprise, against
                  expenses (including attorneys' fees), judgments, fines and
                  amounts paid in settlement, actually or reasonably incurred by
                  him in connection with such action, suit or proceeding,
                  including any appeal thereof, to the full extent provided by
                  law then in effect.

         (b)      Without limiting subparagraph (a) herein, the Corporation
                  shall indemnify any person who was or is a party or is
                  threatened to be made a party, to any threatened, pending or
                  completed action, suit or proceeding, whether civil, criminal,
                  administrative or investigative, by reason of the fact that
                  the party is or was a director, an officer of the corporation,
                  partnership, joint venture, trust or other enterprise, against
                  expenses (including attorneys' fees), judgments, fines and
                  amounts paid in settlement, actually or reasonably incurred by
                  him in connection with such action, suit or proceeding,
                  including any appeal thereof, if the director acted in good
                  faith and in a manner the director reasonably believed to be
                  in or not opposed to, the best interests of the corporation
                  and, with respect to any criminal action or proceeding, had no
                  reasonable cause to believe such conduct was unlawful. This
                  obligation shall extend to any action by or in the right of
                  the corporation to procure judgments in its favor, except that
                  no indemnification shall then be made in respect of any claim,
                  issue, or matter as to which such person is adjudged liable
                  for negligence or misconduct in the performance of such duty
                  to the corporation unless, and only to the extent that, the
                  court in which such action or suit was brought shall determine
                  upon application by the board of directors of the corporation
                  that despite the adjudication of liability, such person is
                  fairly and reasonably entitled to indemnity in view of all the
                  circumstances of the case.


                                       4
<PAGE>

                  Any indemnification under subparagraph (a) herein, unless
                  pursuant to a determination by a court, shall be made by the
                  corporation only as authorized in the specific case upon a
                  determination that indemnification of the director, officer,
                  employee or agent is proper in the circumstances because he or
                  she has met the applicable standard of conduct set forth
                  herein. Such determination shall be made: (1) by the board of
                  directors by a majority vote of a quorum consisting of
                  directors who were not parties to such proceeding; (2) if such
                  quorum is not obtainable or, even if obtainable, by majority
                  vote of a committee duly designated by the board of directors
                  (in which directors who are parties may participate)
                  consisting solely of two or more directors not at the time
                  parties to the proceeding; (3) by independent legal counsel;
                  (i) selected by the board of directors prescribed in paragraph
                  (1) or the committee prescribed in paragraph (2); or (ii) if a
                  quorum of the directors cannot be obtained for paragraph (1)
                  and the committee cannot be designated under paragraph (2),
                  selected by a majority vote of the full board of directors (in
                  which directors who are parties may participate); or (4) by
                  the shareholders by a majority vote of a quorum consisting of
                  shareholders who were not parties to such proceeding or, if no
                  such quorum is obtainable, by a majority vote of shareholders
                  who were not parties to such proceeding.

         (c)      These indemnification provisions shall continue in effect for
                  persons who have ceased to be a director or officer and shall
                  additionally apply for the benefit of the heirs, executors and
                  administrators of such persons."

(b) Florida Statutes. In addition, the Florida Business Corporation Act permits,
and in some situations, requires Florida corporations to provide indemnification
to their directors, officers, employees and agents for losses and litigation
expenses incurred in connection with their services to the corporation. We may
purchase insurance for our directors and officers insuring them against certain
risks as to which we may be unable lawfully to indemnify them. We may also enter
into individual indemnification agreements with our officers and directors.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Company, pursuant to the foregoing provisions, or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act, and is,
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the act and will be governed by the final
adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number   Exhibit Description
-------  -------------------
4.1*     Oragenics, Inc. 2002 Stock Incentive Plan.

4.2*     Articles of Incorporation

4.3*     Bylaws

4.4*     Amended Articles of Incorporation

4.5*     Amended Articles of Incorporation

4.6*     Specimen Stock Certificate

4.7*     Specimen Series A Warrant Certificate

4.8*     Specimen Series B Warrant Certificate

4.9*     Specimen Underwriter's Warrant Certificate

4.10*    Agency Agreement with Haywood Securities, Inc.

4.11*    Series A and Series B Warrant Indenture

5.1      Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
         securities being registered.

                                       5
<PAGE>

23.1     Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
         as an Exhibit to this Registration Statement is included in their
         opinion filed herewith as Exhibit 5.1.

23.2     Consent of Ernst & Young LLP.

24.1     Powers of Attorney (included with the signature page to this
         Registration Statement).

99.1     Form of Employee Option Agreement (included in Exhibit 4.1).

         * Incorporated by reference to the Company's Registration Statement on
         Form SB-2 (No. 333-100568) as amended.


Item 9.  Undertakings.

         (a) The Company hereby undertakes:

                  (1)      To file, during any period in which offers of sales
                           are being made, a post-effective amendment to this
                           registration statement that includes any material
                           information with respect to the plan of distribution
                           not previously disclosed in the registration
                           statement or any material change to such information
                           in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered that remain unsold at the termination of
                           the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
         liability under the Securities Act of 1933, each filing of the
         Company's annual report pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act (and where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be in the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers or controlling
         persons of the Company, pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that, in the opinion of the
         Securities and Exchange Commission, such indemnification is against
         public policy as expressed in the Act, and is, therefore unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Company of expenses incurred or paid by
         a director, officer or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered hereunder, the Company will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the act and will be governed by the final adjudication of
         such issue.

                                       6
<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Alachua, State of Florida this 21st day of November, 2003.

                    Oragenics, Inc.


                    By: /s/ Mento A. Soponis
                       --------------------------------------------------------
                       Mento A. Soponis, Chief Executive Officer and President

                    By: /s/ Paul A. Hassie
                       --------------------------------------------------------
                       Paul A. Hassie, Chief Financial Officer, Secretary and
                         Treasurer (Principal Accounting Officer)


                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of Oragenics, Inc.,
hereby constitutes and appoints Mento A. Soponis, Chief Executive Officer of the
Company, and Paul A. Hassie, Chief Financial Officer of the Company, or either
of them individually, his true and lawful attorney-in-fact and agent, for him
and in his name, place and stead, in any and all capacities, to sign his name to
any and all amendments to this Registration Statement on Form S-8, including
post-effective amendments and other related documents, and to cause the same to
be filed with the Securities and Exchange Commission, granting unto said
attorneys, or either of them individually, full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorneys shall lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

Signature                            Title                                        Date
<S>                                  <C>                                           <C>
/s/ Mento A. Soponis                 Chief Executive Officer and President        November 21, 2003
--------------------
Mento A. Soponis

/s/ Paul A. Hassie                   Chief Financial Officer                      November 21, 2003
------------------
Paul A. Hassie

/s/ Robert Zahradnik                 Director                                     November 21, 2003
--------------------
Robert Zahradnik

/s/ Jeffrey Hillman                  Director                                     November 21, 2003
-------------------
Jeffrey Hillman

/s/ Brian McAlister                  Director                                     November 21, 2003
-------------------
Brian McAlister

/s/ Brian Anderson                   Director                                     November 21, 2003
------------------
Brian Anderson

/s/ David J. Gury                    Director                                     November 21, 2003
-----------------
</TABLE>

                                       7
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As filed with the Securities and Exchange Commission on November 21, 2003.

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ORAGENICS, INC.
             (Exact name of registrant as specified in its charter)

         FLORIDA                                           59-3410522
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                              12085 Research Drive
                             Alachua, Florida 32615
                                 (386) 418-4018
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                 ORAGENICS, INC.
                            2002 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                                Mento A. Soponis
                      Chief Executive Officer and President
                                 Oragenics, Inc.
                               4730 S.W. 103rd Way
                           Gainesville, Florida 32608
                           (386) 418-4018 (Telephone)
            (Name, Address and Telephone number of Agent for Service)

                                   Copies to:

                            Darrell C. Smith, Esquire
                            Mark A. Catchur, Esquire
                         Shumaker, Loop & Kendrick, LLP
                        101 E. Kennedy Blvd., Suite 2800
                              Tampa, Florida 33602
                           (813) 229-7600 (Telephone)
                           (813) 229-1660 (Facsimile)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
             Title of securities             Amount to be         Proposed maximum       Proposed maximum         Amount of
              to be registered                Registered              offering              aggregate         registration fee
                                                                 price per share(1)     offering price(1)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $.001 Par Value ...........    1,000,000 shares           $2.93                $2,930,000              $238
=================================================================================================================================
--------------------
(1) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated in part on the
basis of the prices at which previously granted options may be exercised
(315,000 shares at $1.25 per share, 130,000 at $2.65 per share 35,000 at $3.60
per share, 60,000 at $3.80 per share and 10,000 at $4.00 per share) and in part
based on the average of the high and low prices of the Company's shares on the
TSX Venture Exchange on November 18, 2003, for the remaining shares available
under the 2002 Stock Incentive Plan (450,000 shares). The price per share
represents the number determined by dividing the aggregate exercise amount
(rounded up to the nearest whole $10,000) by the number of shares to be acquired
upon exercise.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information concerning the Oragenics, Inc.
2002 Stock Incentive Plan (the "Plan") required by Item 1 of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), and the statement of
availability of the registrant information, and other information required by
Item 2 of Form S-8 will be sent or given to participants as specified in
Securities Act Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission either as part of this registration statement on Form S-8 or
as prospectuses or prospectus supplements pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon written or oral request to Oragenics, Inc., 12085 Research Drive, Alachua,
Florida 32615 (telephone number (386) 418-4018, Attention Chief Financial
Officer), the Company shall furnish, without charge, to employees, the
Commission or its staff a copy or copies of all of the documents included in
such file.

Item 1(b).  Securities to be Offered

         The Company hereby registers 1,000,000 shares of the Company's Common
Stock, par value $.001 per share, in connection with the Plan. See Item 4 below
for a description of the Company's securities.

Item 2.  Registration Information and Employee Plan Annual Information.

         See Item 1.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are hereby incorporated by reference in this Prospectus the
following documents, all of which are previously filed by the Company with the
Commission:

         1.       The Company's registration statement on Form SB-2 (No.
                  333-100568) containing audited financial statements for the
                  Company's latest fiscal year;

         2.       The Company's Form 10-QSB for the quarter ended June 30, 2003
                  filed August 13, 2003;

         3.       The Company's Form 10-QSB for the quarter ended September 30,
                  2003 filed November 13, 2003; and

         4.       The Company's Form 8-K dated October 2, 2003, relating to the
                  appointment of director David Gury, Form 8-K dated October 24,
                  2003 relating to a press release on the Company's oral rinse,
                  and a Form 8-K dated November 3, 2003 announcing option grants
                  to Messrs. Hassie and Anderson.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to be
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Common Stock

         We are authorized to issue 100,000,000 shares of common stock, par
value $0.001 per share, of which 12,167,204 are presently issued and
outstanding. The holders of our common stock:

                                       2
o        have equal ratable rights to dividends from funds legally available if
         and when declared by our board of directors;

o        are entitled to share ratably in all of our assets available for
         distribution to holders of common stock upon liquidation, dissolution
         or winding up of our affairs;

o        do not have preemptive, subscription or conversion rights and there are
         no redemption or sinking fund provisions or rights; and

o        are entitled to one non-cumulative vote per share on all matters on
         which stockholders may vote.

         We refer you to our Articles of Incorporation, Bylaws and the
applicable statutes of the State of Florida for a more complete description of
the rights and liabilities of holders of our securities.

Non-cumulative Voting

         Holders of shares of our common stock do not have cumulative voting
rights, which means that the holders of more than 50% of the outstanding shares,
voting for the election of directors, can elect all of the directors to be
elected, if they so choose, and, in that event, the holders of the remaining
shares will not be able to elect any of our directors. Our chairman and chief
executive officer own approximately 44.4% of our outstanding shares.

Cash Dividends

         As of the date of this prospectus, we have not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, general economic conditions,
and other pertinent conditions. It is our present intention not to pay any cash
dividends in the foreseeable future, but rather to reinvest earnings, if any, in
our business operations.

Preferred Stock

         We are authorized to issue up to 20,000,000 shares of preferred stock
with no par value, in one or more classes or series. The designation and
preferences, limitations and relative rights, including dividend rights,
dividend rates, conversion rights, conversion rates, voting rights and terms of
redemption of the preferred shares will be determined by the board of directors.
We have no plans presently to issue any shares of preferred stock.

Series A Warrants

         The Series A Warrants have been issued under a warrant indenture
between our company and Computershare Trust Company of Canada dated March 28,
2003. Each Series A warrant entitles the holder to purchase one share of common
stock at a price of $2.00 through December 24, 2003. If the Series A warrants
are not exercised by then, they will expire and cannot be exercised thereafter.
The warrant indenture will provide, among other things, for appropriate
adjustment in the class, number and price of the shares to be issued on exercise
of the warrants upon certain events, including any stock split, subdivision,
consolidation or reclassification of our common stock or the payment of stock
dividends.

Series B Warrants

         The Series B warrants have been issued under the warrant indenture
referred to above. Each Series B warrant entitles the holder to purchase one
share of common stock at a price of $3.00 through March 24, 2004. If the Series
B warrants are not exercised by then, they will expire and cannot be exercised
thereafter.

Other Terms of the Series A and B Warrants

         We will pay any transfer tax incurred as a result of the issuance of
common stock to the warrant holder upon exercise of the warrants.

         We will not issue fractional shares upon the exercise of a warrant and
warrant holders may not exercise one-half of one warrant or any other fraction
thereof. The holder of a warrant will not possess any rights as our shareholder
until he or she exercises the warrant.

         A warrant may be exercised upon surrender of the warrant certificate on
or before the expiry date of the warrant at the office of the warrant trustee,
with the exercise form found on the back of the warrant certificate, completed
and executed as indicated, accompanied by payment of the exercise price (by
money order, wire transfer, bank draft or certified check payable to the order
of Oragenics, Inc.) for the number of shares of common stock with respect to
which the warrant is being exercised.

                                       3
For a holder to receive shares of common stock which will be "good
delivery" in settlement of transactions on the TSX Venture Exchange upon
exercise of the warrants, there must be a current registration statement in
effect with the SEC and qualification in effect under applicable state
securities laws (or applicable exemptions from state qualification requirements)
with respect to the issuance of shares of common stock. We have agreed to use
our best efforts to cause a registration statement with respect to the shares
issuable upon exercise of the warrants under the Securities Act of 1933 to
become and remain effective in anticipation of and before the exercise of the
warrants and to take such other actions under the laws of various states as may
be required to cause the sale of shares or other securities upon exercise of
Series A and B warrants to be lawful.

         For the life of the warrants, the holders thereof have the opportunity
to profit from a rise in the market price of the common shares without assuming
the risk of ownership of the common shares underlying the warrants. The warrant
holders may be expected to exercise their warrants at a time when we would, in
all likelihood, be able to obtain any needed capital by an offering of common
shares on terms more favorable than those provided for by the warrants.
Furthermore, the terms on which we could obtain additional capital during the
life of the warrants may be adversely affected.

Redeemable Warrants

         As part of its compensation in connection with our initial public
offering, we issued to our underwriter, Haywood Securities Inc., 500,000
warrants. Each warrant is exercisable through June 24, 2005 to purchase one
share of common stock at a price of $1.25 per share. If our shares trade at a
price of above $5.00 per share or more for 20 consecutive trading days on the
TSX Venture Exchange or such other exchange as they may be listed on, then we
may provide notice to Haywood that it must exercise such warrants within 30 days
of the notice, failing which the warrants will expire and may not be exercised
thereafter.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

Limitation of Liability.

(a) Articles of Incorporation and Bylaws.

         Our Bylaws contain the following provisions with respect to
indemnification of directors and officers:

         (a)      The Corporation shall indemnify any person who was or is a
                  party or is threatened to be made a party, to any threatened,
                  pending or completed action, suit or proceeding, whether
                  civil, criminal, administrative or investigative, by reason of
                  the fact that the party is or was a director, an officer of
                  the corporation, or is or was serving at the request of the
                  corporation as a director or officer of another corporation,
                  partnership, joint venture, trust or other enterprise, against
                  expenses (including attorneys' fees), judgments, fines and
                  amounts paid in settlement, actually or reasonably incurred by
                  him in connection with such action, suit or proceeding,
                  including any appeal thereof, to the full extent provided by
                  law then in effect.

         (b)      Without limiting subparagraph (a) herein, the Corporation
                  shall indemnify any person who was or is a party or is
                  threatened to be made a party, to any threatened, pending or
                  completed action, suit or proceeding, whether civil, criminal,
                  administrative or investigative, by reason of the fact that
                  the party is or was a director, an officer of the corporation,
                  partnership, joint venture, trust or other enterprise, against
                  expenses (including attorneys' fees), judgments, fines and
                  amounts paid in settlement, actually or reasonably incurred by
                  him in connection with such action, suit or proceeding,
                  including any appeal thereof, if the director acted in good
                  faith and in a manner the director reasonably believed to be
                  in or not opposed to, the best interests of the corporation
                  and, with respect to any criminal action or proceeding, had no
                  reasonable cause to believe such conduct was unlawful. This
                  obligation shall extend to any action by or in the right of
                  the corporation to procure judgments in its favor, except that
                  no indemnification shall then be made in respect of any claim,
                  issue, or matter as to which such person is adjudged liable
                  for negligence or misconduct in the performance of such duty
                  to the corporation unless, and only to the extent that, the
                  court in which such action or suit was brought shall determine
                  upon application by the board of directors of the corporation
                  that despite the adjudication of liability, such person is
                  fairly and reasonably entitled to indemnity in view of all the
                  circumstances of the case.

                                       4
Any indemnification under subparagraph (a) herein, unless
                  pursuant to a determination by a court, shall be made by the
                  corporation only as authorized in the specific case upon a
                  determination that indemnification of the director, officer,
                  employee or agent is proper in the circumstances because he or
                  she has met the applicable standard of conduct set forth
                  herein. Such determination shall be made: (1) by the board of
                  directors by a majority vote of a quorum consisting of
                  directors who were not parties to such proceeding; (2) if such
                  quorum is not obtainable or, even if obtainable, by majority
                  vote of a committee duly designated by the board of directors
                  (in which directors who are parties may participate)
                  consisting solely of two or more directors not at the time
                  parties to the proceeding; (3) by independent legal counsel;
                  (i) selected by the board of directors prescribed in paragraph
                  (1) or the committee prescribed in paragraph (2); or (ii) if a
                  quorum of the directors cannot be obtained for paragraph (1)
                  and the committee cannot be designated under paragraph (2),
                  selected by a majority vote of the full board of directors (in
                  which directors who are parties may participate); or (4) by
                  the shareholders by a majority vote of a quorum consisting of
                  shareholders who were not parties to such proceeding or, if no
                  such quorum is obtainable, by a majority vote of shareholders
                  who were not parties to such proceeding.

         (c)      These indemnification provisions shall continue in effect for
                  persons who have ceased to be a director or officer and shall
                  additionally apply for the benefit of the heirs, executors and
                  administrators of such persons."

(b) Florida Statutes. In addition, the Florida Business Corporation Act permits,
and in some situations, requires Florida corporations to provide indemnification
to their directors, officers, employees and agents for losses and litigation
expenses incurred in connection with their services to the corporation. We may
purchase insurance for our directors and officers insuring them against certain
risks as to which we may be unable lawfully to indemnify them. We may also enter
into individual indemnification agreements with our officers and directors.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Company, pursuant to the foregoing provisions, or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act, and is,
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the act and will be governed by the final
adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number   Exhibit Description
-------  -------------------
4.1*     Oragenics, Inc. 2002 Stock Incentive Plan.

4.2*     Articles of Incorporation

4.3*     Bylaws

4.4*     Amended Articles of Incorporation

4.5*     Amended Articles of Incorporation

4.6*     Specimen Stock Certificate

4.7*     Specimen Series A Warrant Certificate

4.8*     Specimen Series B Warrant Certificate

4.9*     Specimen Underwriter's Warrant Certificate

4.10*    Agency Agreement with Haywood Securities, Inc.

4.11*    Series A and Series B Warrant Indenture

5.1      Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
         securities being registered.

                                       5
23.1     Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
         as an Exhibit to this Registration Statement is included in their
         opinion filed herewith as Exhibit 5.1.

23.2     Consent of Ernst & Young LLP.

24.1     Powers of Attorney (included with the signature page to this
         Registration Statement).

99.1     Form of Employee Option Agreement (included in Exhibit 4.1).

         * Incorporated by reference to the Company's Registration Statement on
         Form SB-2 (No. 333-100568) as amended.

Item 9.  Undertakings.

         (a) The Company hereby undertakes:

                  (1)      To file, during any period in which offers of sales
                           are being made, a post-effective amendment to this
                           registration statement that includes any material
                           information with respect to the plan of distribution
                           not previously disclosed in the registration
                           statement or any material change to such information
                           in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered that remain unsold at the termination of
                           the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
         liability under the Securities Act of 1933, each filing of the
         Company's annual report pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act (and where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be in the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers or controlling
         persons of the Company, pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that, in the opinion of the
         Securities and Exchange Commission, such indemnification is against
         public policy as expressed in the Act, and is, therefore unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Company of expenses incurred or paid by
         a director, officer or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered hereunder, the Company will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the act and will be governed by the final adjudication of
         such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Alachua, State of Florida this 21st day of November, 2003.

                    Oragenics, Inc.

                    By: /s/ Mento A. Soponis
                       --------------------------------------------------------
                       Mento A. Soponis, Chief Executive Officer and President

                    By: /s/ Paul A. Hassie
                       --------------------------------------------------------
                       Paul A. Hassie, Chief Financial Officer, Secretary and
                         Treasurer (Principal Accounting Officer)

                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of Oragenics, Inc.,
hereby constitutes and appoints Mento A. Soponis, Chief Executive Officer of the
Company, and Paul A. Hassie, Chief Financial Officer of the Company, or either
of them individually, his true and lawful attorney-in-fact and agent, for him
and in his name, place and stead, in any and all capacities, to sign his name to
any and all amendments to this Registration Statement on Form S-8, including
post-effective amendments and other related documents, and to cause the same to
be filed with the Securities and Exchange Commission, granting unto said
attorneys, or either of them individually, full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorneys shall lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
Signature                            Title                                        Date
/s/ Mento A. Soponis                 Chief Executive Officer and President        November 21, 2003
--------------------
Mento A. Soponis

/s/ Paul A. Hassie                   Chief Financial Officer                      November 21, 2003
------------------
Paul A. Hassie

/s/ Robert Zahradnik                 Director                                     November 21, 2003
--------------------
Robert Zahradnik

/s/ Jeffrey Hillman                  Director                                     November 21, 2003
-------------------
Jeffrey Hillman

/s/ Brian McAlister                  Director                                     November 21, 2003
-------------------
Brian McAlister

/s/ Brian Anderson                   Director                                     November 21, 2003
------------------
Brian Anderson

/s/ David J. Gury                    Director                                     November 21, 2003
-----------------
7