8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):    October 26, 2005    

Commission File No. 1-14778

DOR BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE		41-1505029
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1691 Michigan Ave., Suite 435 Miami, FL		33139
(Address of principal executive offices)		(Zip Code)
	(305) 534-3383
	(Issuer’s telephone number, including area code)

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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] 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 of Listing.

On October 26, 2005, the Company received notice from the American Stock Exchange ("Amex") staff indicating that the Company no longer complies with Amex's continued listing standards because the Company had shareholders' equity of less than $6.0 million and losses from continuing operations and/or net losses in its five most recent fiscal years, as set forth in Section 1003(a)(iii) of the Company Guide, and that the Amex intends to proceed with removal of the Company's common stock from listing and registration on Amex. The Company has appealed this determination and requested a hearing before a committee of the Amex. There can be no assurance that the Company's request for continued listing will be granted.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.Title

99.1Press Release issued by the Company dated November 1, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     DOR BIOPHARMA, INC.

      By: /s/ Michael T. Sember

 Name: Michael T. Sember

           Title: President and Chief Executive Officer

Dated:November 1, 2005

Exhibit Index

Exhibit

NumberDescription of Exhibits

99.1Press Release of Registrant dated November 1, 2005

EX-99.1

DOR BioPharma, Inc.

1691 Michigan Avenue

Miami, Florida 33139

www.dorbiopharma.com

DOR BioPharma Receives Notice of Delisting from

American Stock Exchange

Company to Continue to Negotiate Potential Compliance-Achieving Transactions During 45 Day Appeal Period

Miami, FL. November 1, 2005 - DOR BioPharma, Inc. (AMEX: DOR) (“DOR” or the “Company”), announced today that it has received notice from the American Stock Exchange (the “AMEX”) indicating that it no longer complies with the AMEX’s continued listing standards and that it intends to proceed with removal of the Company's common stock from listing and registration on the AMEX. The AMEX has permitted the Company's common stock to be listed pursuant to a plan period, which expired on October 15, 2005. AMEX determined that the Company was not in compliance with the requirement that it maintain more than $6 million of stockholders' equity as it has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years.

DOR has been afforded an opportunity to appeal the decision and to present its reasons in support of continued listing, and it is expected to do so shortly. DOR will pay a hearing fee and have a hearing scheduled. Such hearings are usually held within 45 days after the request is made. Pending the resolution of the appeal, the stock will continue to be listed on the American Stock Exchange. A request for a hearing will ordinarily stay a delisting action, though the AMEX may immediately suspend trading pending its review if it is determined to be in the public interest. There can be no assurance that the Company’s request for continued listing will be granted.

In the event that the Company's common stock is ever delisted from the AMEX, the Company expects that its shares will be eligible for quotation on the OTC Bulletin Board electronic market. The Company believes that this would still allow shareholders an adequate opportunity to trade their common shares in the future.

Michael T. Sember, President and Chief Executive Officer of DOR commented, “Despite being out of compliance with the continued listing requirements of the AMEX for much of the year, 2005 has been a good year for DOR BioPharma and its programs. We are in contact with AMEX and are working diligently to regain compliance with the AMEX listing standards. Some of the concrete steps that we are taking to build shareholder value will become apparent in the immediate future.”

About DOR BioPharma, Inc.

DOR BioPharma, Inc. is a biopharmaceutical company focused on the development of therapeutic products and biomedical countermeasures for areas of unmet medical need. Our lead product, orBec^® (oral beclomethasone dipropionate), is a potent, locally-acting corticosteroid being developed for the treatment of intestinal Graft-versus-Host disease (iGVHD), a common serious complication of bone marrow transplantation for cancer, as well as other gastrointestinal disorders characterized by severe inflammation. We plan to file a new drug application (NDA) with the FDA for orBec^® for the treatment of intestinal iGVHD later this year or early next quarter.

Through our BioDefense Division, we are developing biomedical countermeasures pursuant to the paradigm established by the recently enacted Project BioShield Act of 2004. Our biodefense products in development are bioengineered vaccines designed to protect against the deadly effects of ricin toxin and botulinum toxin, both of which are considered serious bioterrorism threats. Our ricin toxin vaccine, RiVax^TM, has completed the clinical portion of its Phase I clinical trial in normal volunteers. We have also announced the initiation of a new botulinum toxin therapeutic development program based on rational drug design.

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For further information regarding DOR BioPharma, please visit the Company's website located at http://www.dorbiopharma.com.

This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect DOR BioPharma's current expectations about its future results, performance, prospects and opportunities, including statements regarding the potential use of orBec® for the treatment of iGVHD and the prospects for regulatory filings for orBec®. Where possible, DOR BioPharma has tried to identify these forward-looking statements by using words such as "anticipates", "believes", "intends", or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. DOR BioPharma cannot assure you that it will be able to successfully develop or commercialize products based on its technology, including orBec®, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its technologies will prove to be safe and effective, that its cash expenditures will not exceed projected levels, that it will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the U.S. Government or other countries, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec® for iGVHD include the risks that: because orBec® did not achieve statistical significance in its primary endpoint in the pivotal Phase III clinical study (i.e. a p-value of less than or equal to 0.05), the FDA may not consider orBec® approvable based upon existing studies, orBec® may not show therapeutic effect or an acceptable safety profile in future clinical trials, if required, or could take a significantly longer time to gain regulatory approval than DOR BioPharma expects or may never gain approval; Dor BioPharma is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; or orBec® may not gain market acceptance; and others may develop technologies or products superior to orBec®. Dor BioPharma’s business strategy has been revised to include the issuance of its securities to acquire companies or assets. Dor BioPharma presently is involved in negotiations which could result in the issuance of a significant number of shares of its equity securities, thereby diluting the equity interests of present stockholders. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, DOR BioPharma's most recent reports on Form 10-QSB and Form 10-KSB. DOR BioPharma assumes no obligation to update or revise any forward-looking statements as a result of new information, future events, and changes in circumstances or for any other reason.

Company Contact:

Evan Myrianthopoulos

Chief Financial Officer

(305) 534-3383

www.dorbiopharma.com