UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported event): March 1730, 2010

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


Florida	001-16185	59-2600232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6950 Bryan Dairy Road, Largo, Florida		33777
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (727) 544-8866

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~~Item 5.~~01 Notice~~07 Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing~~of ~~Rule~~Security Holders.

OnAt ~~March~~the ~~17,~~2009 ~~2010,~~Annual Meeting of Shareholders of GeoPharma, Inc. (the ~~received~~"Company") aheld ~~letter~~on ~~from~~March 30, ~~The~~2010, ~~Nasdaq~~the ~~Stock~~shareholders ~~Market~~elected ~~regarding~~each of the Company's ~~noncompliance~~nominees ~~with~~for ~~Listing~~director ~~Rule~~to ~~5550(a)(2),~~serve asuntil ~~related~~their respective class is renominated and until their successors are elected and qualified; shareholders approved to amend the ~~maintenance~~Company's articles of incorporation to increase the $1authorized ~~bid~~common ~~price~~stock to 100 million; shareholders approved the Company's 2009 Incentive Stock Plan; shareholders approved the Second Amended and Restated Purchase Agreement with Whitebox and thereby approved the possible issuance of more than 20% of the Company's issued common stock outstanding and ~~Listing~~shareholders ~~Rule~~also ~~5810(c)(3)(A)~~ratified the Audit Committee's selection of Brimmer, asBurek & ~~related~~Keelan LLP to serve as the ~~180~~Company's ~~calendar~~independent ~~day~~registered ~~extension~~public ~~granted.~~accounting firm for fiscal 2009.

The ~~Company~~table ~~plans~~below onshows ~~requesting a hearing as provided for in those Listing Rules. The deadline for~~ the ~~request~~voting ~~for hearing is 4~~results:00 ~~pm Eastern Time on March 23, 2010.~~

A copy of the letter is attached as Exhibit 99.1 hereto.



	For		Withheld
EElection of Directors
H Jugal K. Taneja		9,704,710		593,564
B Carol Dore-Falcone		10,204,463		93,811
William L. LaGamba		10,214,198		84,076
Dr. Barry H. Dash		10,206,419		91,855



		For		Against	Abstain
Approval to amend the articles of incorporation to increase
the authorized common stock outstanding to 100 million		9,740,668		320,275	37,331
Approval of the 2009 Incentive Stock Plan		9,346,910		436,674	514,690
AApproval of the Second Amended and Restated Purchase
A Agreement with Whitebox and thereby approved the
P possible issuance of more than 20% of the Company's
I issued common stock outstanding		10,067,930		188,866	41,476
Ratify Brimmer, Burek & Keelan LLP as the Company's
S fiscal 2009 independent registered public accounting firm		10,245,058		22,049	31,167

ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following documents are filed as exhibits to this report:
99.1 Nasdaq Letter
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 authorize

		GEOPHARMA, INC.
Date: March 22, 2010		/s/ Mihir K. Taneja
Date: April 01, 2010		/s/ Mihir K. Taneja
		Mihir K. Taneja,
		Chief Executive Officer
		/s/ Carol Dore-Falcone
		Carol Dore-Falcone,
		Senior Vice President and Chief Financial Officer

Filing Compare · GeoPharma, Inc.