SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report: May 2, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
4902 Eisenhower Boulevard, Suite 125
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(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:
|[ ]||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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||OGEN||NYSE American|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 2, 2021, Dr. Alan Joslyn resigned as President, Chief Executive Officer and director of the Company to pursue other opportunities. Dr. Joslyn’s resignation was not due to any disagreement with the Company on any matter related to its operations, policies or practices. The Company expects to enter into a Separation, Severance and Release Agreement with Dr. Joslyn providing him with the benefits under his employment agreement with the Company for a separation without cause.
The Board of Directors will provide direction to the Company with Dr. Frederick Telling transitioning from Chairman of the Board to the newly established positon of Executive Chairman, effective immediately. In addition, the Company’s Chief Financial Officer, Mr. Michael Sullivan, will serve as the interim principal executive officer of the Company. A copy of the May 3, 2021 press release announcing the Changes in Management and Board of Directors is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the Company’s bylaws, as amended, and effective in connection with Dr. Joslyn’s resignation, the Company’s board of directors approved a decrease in the size of the board of directors from six (6) to five (5) individuals.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release dated May 3, 2021.|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 3rd day of May, 2021.
|BY:||/s/ Michael Sullivan|
|Chief Financial Officer|