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):    December 8, 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 December 8, 2005 the Company received notice from the American Stock Exchange (“AMEX”) that after a hearing on December 2 with a Listing Qualifications Panel of the Amex Committee on Securities (“the Panel”), it has been granted an extension within which to regain compliance with the continued listing standards of the AMEX.

Based on the presentation of DOR management at that meeting, the Panel unanimously agreed to grant DOR until March 31, 2006 to regain compliance with the continued listing standard of Section 1003 (a)(iii) of the AMEX Company Guide. This standard requires that member companies that have incurred losses in their five most recent fiscal years must maintain a shareholder equity balance of at least $6,000,000. If the Company has not achieved the minimum shareholder equity requirement by March 31, 2006, the Panel unanimously agreed that the AMEX should immediately move to delist the Company’s common stock at that time with no further opportunity for the Company to appeal.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.Title

99.1Press Release issued by the Company dated December 9, 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:December 9, 2005

Exhibit Index

Exhibit

NumberDescription of Exhibits

99.1Press Release of Registrant dated December 9, 2005

EX-99.1

DOR BIOPHARMA, INC.

1691 Michigan Avenue, Suite 435

Miami, Florida 33139

www.dorbiopharma.com

DOR BioPharma Maintains AMEX Listing

Miami, FL, December 9, 2005 — DOR BioPharma, Inc. (“DOR” or the “Company”) (AMEX: DOR) announced today that the Company received notice from the American Stock Exchange (“AMEX”) that after a hearing on December 2 with a Listing Qualifications Panel of the Amex Committee on Securities (“the Panel”), it has been granted an extension within which to regain compliance with the continued listing standards of the AMEX.

Based on the presentation of DOR management at that meeting, the Panel unanimously agreed to grant DOR until March 31, 2006 to regain compliance with the continued listing standard of Section 1003 (a)(iii) of the AMEX Company Guide. This standard requires that member companies that have incurred losses in their five most recent fiscal years must maintain a shareholder equity balance of at least $6,000,000. If the Company has not achieved the minimum shareholder equity requirement by March 31, 2006, the Panel unanimously agreed that the AMEX should immediately move to delist the Company’s common stock at that time with no further opportunity for the Company to appeal.

“We are very pleased with and appreciative of the continued support of the AMEX,” stated Evan Myrianthopoulos, Chief Financial Officer of DOR. “We presented a comprehensive plan that we have been working on for several months and we continue to diligently move forward with the execution of that plan. We look forward to an eventful year in 2006 which we hope will include the FDA approval of orBec^®for iGVHD.”

About DOR BioPharma, Inc.

DOR BioPharma, Inc. is a biopharmaceutical company addressing life-threatening side effects of cancer and cancer treatments, serious gastrointestinal diseases and disorders, and biomedical countermeasures. 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 GI disorders characterized by severe inflammation. We plan to file a new drug application (NDA) with the FDA for orBec^® for the treatment of iGVHD in early 2006.

In November we announced that we entered into a binding letter of intent to acquire Gastrotech Pharma A/S, a Danish biotech company developing therapeutics based on peptide hormones to treat cancer and gastrointestinal diseases and conditions.

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, that it will be able to maintain its listing on the American Stock Exchange (“AMEX”) by completing a transaction which will provide it with shareholders’ equity of at least $6 million, 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