13. Subsequent Events

Reverse Split

On December 23, 2022, the Company announced a reverse split of its common stock, $0.001 par value, at a ratio of one for sixty, which became effective January 20, 2023 (the “Effective Date”). The Company’s common stock began trading on a split-adjusted basis on January 23, 2023 under the existing trading symbol “OGEN”.

As a result of the reverse split, each 60 pre-split shares of common stock outstanding were automatically combined into one new share of common stock without any action on the part of the holders, and the number of outstanding common shares was reduced from approximately 117 million shares to approximately 2.0 million shares. The reverse split also applied to common stock issuable upon the exercise of the Company’s outstanding stock options. In addition, the Company also announced that the authorized common stock of the Company was decreased from 250 million to approximately 4.16 million shares. The authorized preferred stock remains at 50,000,000 shares. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split did not affect the par value of the common stock.

NYSE Listing Compliance

On February 3, 2023, the Company regained compliance with the NYSE American continued listing standards. Specifically, the Company resolved the continued listing deficiency with respect to its low selling price as described in Section 1003(f)(v) of the NYSE American Company Guide.

At The Market Offering

On February 24, 2023 the Company filed a Form 8-K with the Securities and Exchange Commission that it had entered into an At the Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc (the “Agent”), pursuant to which the Company may issue, and sell, from time to time shares of its common stock (the “Shares”) with the Agent acting as the sales agent or principal. The Company has no obligation to sell any of the Shares, any sales of the Shares under the Sales Agreement will be made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-269225). As part of the Sales Agreement the Company agreed to pay the Agent certain commissions and to reimburse the Agent for certain fees and expenses not to exceed an amount of $75,000.

Commercial License Agreement

On February 23, 2023, the Company announced that it entered into a Commercial License Agreement with Inspirevax, Inc. In consideration of the Company agreed to pay a fee upon signing of $50,000. The Company also agreed to make certain milestone payments and to pay royalties. The Company filed a Form 8-K with the Securities and Exchange Commission on March 1, 2023 announcing the agreement and the terms of the agreement.

New Chief Financial Officer

On March 8, 2023, the Company announced that the Board of Directors approved the appointment of Janet Huffman as the Company’s new Chief Financial Officer. The terms of Ms. Huffman’s employment agreement and compensation were included in Form 8-K filed with the Securities and Exchange Commission on March 8, 2023.

Signature Bank Failure

On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services and the Federal Deposit Insurance Corporation (the “FDIC”) was named Receiver. The FDIC has secured the funds for the Signature Bank customers for cash balances greater than the insured amount. The Company used Signature Bank as its financial institution; however, it did not encounter any loss of cash or assets as a result of the Signature Bank failure. On March 20, 2023 the Company opened new accounts with BMO Harris Bank and in April of 2022 has transferred most cash balances from Signature Bank to BMO Bank.

Non-reliance of Financial Statements

On April 4, 2023, the management and the Audit Committee of the Company’s Board of Directors concluded that the following financial statements should be restated and should no longer be relied upon:

As a result, the Company determined that the unaudited consolidated financial statements for the Q1 2022 10-Q, Q2 2022 10-Q, and Q3 2022 10-Q should be restated, and the Company should file an amendment to the Q1 2022 10-Q, Q2 2022 10-Q, and Q3 2022 10-Q with the SEC. All such amendments were filed with the SEC on April 14, 2023.

Private Placement Warrants

The Company had 15,000 shares reserved for private placement warrants, and on April 10, 2023, those warrants expired. None of those warrants were exercised.