<HTML>
<HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
<DIV style="font-size: 10pt">
<DIV
style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
<DIV
style="font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>

<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): MARCH 17, 2009</B>


<P style="font-size: 24pt" align="center"><B>ISOLAGEN, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>DELAWARE</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-31564</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>87-0458888</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>405 EAGLEVIEW BLVD., EXTON,
PA<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>19341</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(484) 713-6000</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>NOT
APPLICABLE<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


<DIV
style="margin-top: 10pt; font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>
<DIV
style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;3.01. Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
Listing.</B>

<P style="font-size: 10pt" align="justify">On March&nbsp;17, 2009, Isolagen,
Inc. (the &#8220;Company&#8221;) received notice from the NYSE Amex (the
&#8220;Exchange&#8221;) notifying the Company it is not in compliance with
Section&nbsp;1003(a)(iv) of the Exchange&#8217;s Company Guide (the
&#8220;Company Guide&#8221;). Specifically, the Exchange staff noted that the
Company sustained losses which are so substantial in relation to its overall
operations or its existing financial sources that is appears questionable, in
the opinion of the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature. As previously disclosed,
the Company received a notice from the Exchange on March&nbsp;12, 2008,
advising the Company that it was not in compliance with Sections&nbsp;1003
(a)(i)-(iii) of the Company Guide. The Company&#8217;s plan to bring itself
back into compliance by September&nbsp;14, 2009 in connection with the previous
notice was accepted by the Exchange in August&nbsp;2008.

<P style="font-size: 10pt" align="justify">The Company currently intends to
submit a plan in response to the most recent notice by April&nbsp;17, 2009
outlining its compliance strategy with the current continued listing deficiency
by September&nbsp;14, 2009, subject to the Company successfully completing a
sufficient financing transaction or strategic partnership prior to
April&nbsp;17, 2009. If the Company&#8217;s plan to regain compliance is
accepted by the Exchange, the Company may be able to continue its listing
during this period, during which time it will be subject to periodic review to
determine progress consistent with the plan. If the Company does not submit a
plan or if the plan is not accepted by the Exchange, the Company will be
subject to delisting procedures as set forth in the Company Guide. Under
Company Guide rules, the Company has the right to appeal the determination by
the Exchange staff to initiate delisting proceedings and to seek a hearing
before an Exchange Panel. The time and place of such a hearing will be
determined by the Panel. If the Panel does not grant the relief sought by the
Company, its securities could be delisted from the Exchange. There is no
assurance that the Exchange staff will accept the Company&#8217;s plan of
compliance or that, even if such plan is accepted, the Company will be able to
implement the plan within the prescribed timeframe.

<P style="font-size: 10pt" align="justify">In addition, the Exchange&#8217;s
notice states that the Company&#8217;s common stock has closed at between $0.15
and $0.87 per share over the last six months, and that the Staff is concerned
that, as a result of the low selling price, the Company&#8217;s common stock
may not be suitable for auction market trading. Pursuant to
Section&nbsp;1003(f)(v) of the Company Guide, the Exchange has notified the
Company that it deems it appropriate that the Company effect a reverse stock
split within a reasonable amount of time in view of the fact that the
Company&#8217;s common stock has been selling for a substantial period of time
at a low price per share.

<P style="font-size: 10pt" align="justify">The Company currently estimates that
its unrestricted, available cash resources will allow the Company to continue
in operation for approximately two weeks under its current operation plan. The
Company continues to pursue potential financing alternatives and potential
strategic partnership discussions. However, there can be no assurance that any
such potential financing alternative will be completed on terms acceptable to
the Company, or successfully completed at all. Further, there can be no
assurance that any potential strategic partnership discussions will be
completed on terms acceptable to the Company, or completed at all. If the
Company does not obtain additional funding, or anticipate additional funding in
the very near future, the Company may enter into bankruptcy, and
possibly cease operations. In addition, as previously disclosed, the Company
currently has a debt liability of approximately $89.7&nbsp;million related to
its 3.5% subordinated notes, which could be called due, at the option of the
note holders, as early as November&nbsp;2009. Interest on the notes is due
semiannually on May 1 and November 1.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">


<P style="font-size: 10pt" align="justify">Further, the Company is pursuing the
potential sale of its 57% ownership interest in Agera Laboratories, Inc. There
can be no assurance that a sale of this ownership interest will be completed on
terms acceptable to the Company, or successfully completed at all. .

<P style="font-size: 10pt" align="justify">The Company issued a press release
that discloses receipt of the Exchange notice discussed above and the fact that
it is not in compliance with certain listing standards. A copy of that press
release is attached as an exhibit to this report.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;9.01 Financial
Statement and Exhibits.</B>

<P style="font-size: 10pt" align="justify">(a)&nbsp;Not applicable.

<P style="font-size: 10pt" align="justify">(b)&nbsp;Not applicable.

<P style="font-size: 10pt" align="justify">(c)&nbsp;Not applicable.

<P style="font-size: 10pt" align="justify">(d)&nbsp;Exhibits.

<P style="font-size: 10pt; text-indent: 4%" align="justify">99 Press release
dated March&nbsp;20, 2009

<P style="font-size: 10pt" align="center"><U><B>SIGNATURE</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="justify">Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

<P style="font-size: 10pt; margin-left: 46%" align="justify"><B>ISOLAGEN,
INC.</B>

<P style="font-size: 10pt" align="justify">Date: March&nbsp;20, 2009

<P style="margin-top: -11pt; font-size: 10pt; margin-left: 46%"
align="justify">By: <U><B>/</B>s/ Todd
Greenspan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Todd Greenspan, <BR>
Chief Financial Officer

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
</DIV>

</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c82914e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 10919}]
{"company-data": {"conformed-name": "ISOLAGEN INC", "cik": "0000357097", "assigned-sic": "2834", "irs-number": "870458888", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31564", "film-number": "09696946"}, "business-address": {"street1": "2500 WILCREST", "street2": "5TH FLOOR", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "713-780-4754"}, "mail-address": {"street1": "2500 WILCREST", "street2": "5TH FLOOR", "city": "HOUSTON", "state": "TX", "zip": "77042"}, "former-company": [{"former-conformed-name": "AMERICAN FINANCIAL HOLDING INC /DE", "date-changed": "19960330"}, {"former-conformed-name": "AMERICAN FINANCIAL HOLDING INC /CO", "date-changed": "19921008"}, {"former-conformed-name": "VIDTOR COMMUNICATIONS INC", "date-changed": "19920721"}]}
Form 8-K
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): MARCH 17, 2009
ISOLAGEN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
001-31564
87-0458888
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
405 EAGLEVIEW BLVD., EXTON,
PA
19341
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(484) 713-6000
NOT
APPLICABLE
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01. Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
Listing.
On March 17, 2009, Isolagen,
Inc. (the "Company") received notice from the NYSE Amex (the
"Exchange") notifying the Company it is not in compliance with
Section 1003(a)(iv) of the Exchange's Company Guide (the
"Company Guide"). Specifically, the Exchange staff noted that the
Company sustained losses which are so substantial in relation to its overall
operations or its existing financial sources that is appears questionable, in
the opinion of the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature. As previously disclosed,
the Company received a notice from the Exchange on March 12, 2008,
advising the Company that it was not in compliance with Sections 1003
(a)(i)-(iii) of the Company Guide. The Company's plan to bring itself
back into compliance by September 14, 2009 in connection with the previous
notice was accepted by the Exchange in August 2008.
The Company currently intends to
submit a plan in response to the most recent notice by April 17, 2009
outlining its compliance strategy with the current continued listing deficiency
by September 14, 2009, subject to the Company successfully completing a
sufficient financing transaction or strategic partnership prior to
April 17, 2009. If the Company's plan to regain compliance is
accepted by the Exchange, the Company may be able to continue its listing
during this period, during which time it will be subject to periodic review to
determine progress consistent with the plan. If the Company does not submit a
plan or if the plan is not accepted by the Exchange, the Company will be
subject to delisting procedures as set forth in the Company Guide. Under
Company Guide rules, the Company has the right to appeal the determination by
the Exchange staff to initiate delisting proceedings and to seek a hearing
before an Exchange Panel. The time and place of such a hearing will be
determined by the Panel. If the Panel does not grant the relief sought by the
Company, its securities could be delisted from the Exchange. There is no
assurance that the Exchange staff will accept the Company's plan of
compliance or that, even if such plan is accepted, the Company will be able to
implement the plan within the prescribed timeframe.
In addition, the Exchange's
notice states that the Company's common stock has closed at between $0.15
and $0.87 per share over the last six months, and that the Staff is concerned
that, as a result of the low selling price, the Company's common stock
may not be suitable for auction market trading. Pursuant to
Section 1003(f)(v) of the Company Guide, the Exchange has notified the
Company that it deems it appropriate that the Company effect a reverse stock
split within a reasonable amount of time in view of the fact that the
Company's common stock has been selling for a substantial period of time
at a low price per share.
The Company currently estimates that
its unrestricted, available cash resources will allow the Company to continue
in operation for approximately two weeks under its current operation plan. The
Company continues to pursue potential financing alternatives and potential
strategic partnership discussions. However, there can be no assurance that any
such potential financing alternative will be completed on terms acceptable to
the Company, or successfully completed at all. Further, there can be no
assurance that any potential strategic partnership discussions will be
completed on terms acceptable to the Company, or completed at all. If the
Company does not obtain additional funding, or anticipate additional funding in
the very near future, the Company may enter into bankruptcy, and
possibly cease operations. In addition, as previously disclosed, the Company
currently has a debt liability of approximately $89.7 million related to
its 3.5% subordinated notes, which could be called due, at the option of the
note holders, as early as November 2009. Interest on the notes is due
semiannually on May 1 and November 1.
Further, the Company is pursuing the
potential sale of its 57% ownership interest in Agera Laboratories, Inc. There
can be no assurance that a sale of this ownership interest will be completed on
terms acceptable to the Company, or successfully completed at all. .
The Company issued a press release
that discloses receipt of the Exchange notice discussed above and the fact that
it is not in compliance with certain listing standards. A copy of that press
release is attached as an exhibit to this report.
Item 9.01 Financial
Statement and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
99 Press release
dated March 20, 2009
SIGNATURE
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ISOLAGEN,
INC.
Date: March 20, 2009
By:
/
s/ Todd
Greenspan
Todd Greenspan,
Chief Financial Officer