Annual report pursuant to Section 13 and 15(d)

Shareholders??? Equity

Shareholders’ Equity
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Shareholders’ Equity

8. Shareholders’ Equity


Common Stock


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.


Private Placement


On August 4, 2023, we entered into a Securities Purchase Agreement with two healthcare-focused investors, to purchase an aggregate of (i) 404,728 shares of our common stock, $0.001 par value, and (ii) 404,728 shares of Series E Mirroring Preferred Stock. The gross proceeds from the offering were approximately $850,000.


Odyssey Asset Acquisition


As part of the Asset Purchase Agreement with Odyssey, on December 28, 2023, Odyssey converted 511,308 shares of their Series F Preferred Shares into 511,308 shares of our common stock, $0.001 par value.


Other Share Issuances.


On August 8, 2023, the Compensation Committee and Board of Directors approved restricted stock awards to certain executive officers and directors in the amount of 140,000 shares of common stock, 110,000 shares vested immediately, and the remaining 30,000 shares vested six (6) months from the date of the award. The restricted stock awards were subject to the terms and conditions of the Company’s form of restricted stock award agreement which include earlier vesting upon a change in control of the Company.



Preferred Stock


Odyssey Preferred Stock


On December 28, 2023, as part of consideration paid to Odyssey and pursuant to the Asset Purchase Agreement executed with Odyssey, we issued 8,000,000 shares of convertible Series F Preferred Stock, the Series F Preferred Stock is convertible on a one-for one basis. The Series F Preferred Stock has no voting rights, is ranked junior to our Series A and Series B Preferred Stock and is at parity with our common stock, in addition there shall be no dividends paid on the Series F Preferred Stock.


Series E Mirroring Preferred Stock


On August 4, 2023, we entered into a Securities Purchase Agreement with two healthcare-focused investors, to purchase an aggregate of (i) 404,728 shares of our common stock, $0.001 par value, and (ii) 404,728 shares of Series E Mirroring Preferred Stock.


The Company proposed an amendment to its Amended and Restated Articles of Incorporation, in connection with the Company’s 2022 annual meeting of shareholders, to effect an increase in the shares of Common Stock the Company is authorized to issue from 4,166,666 shares of Common Stock to 350,000,000 shares of Common Stock (the “Amendment”). The Series E Preferred Stock had super voting rights on the proposed amendment equal to 2,500 votes per share of Series E Preferred Stock. Pursuant to the Purchase Agreement, the investors agreed to vote their common stock in favor of the amendment. The Series E Preferred automatically voted in favor and against the amendment in the same proportion as the shares of common stock cast at the annual meeting in favor and against the amendment.


The Series E Mirroring Preferred shares had no voting rights except, solely and exclusively with respect to the Amendment and any proposal to adjourn any meeting of shareholders called for the purpose of voting on the Amendment, voting together with the Common Stock and any other issued and outstanding shares of preferred stock of the Company as a single class.


On December 14, 2023, upon effectiveness of the Amendment, each share of Series E Preferred Stock automatically transferred to the Company and was cancelled for no consideration with no action on behalf of the holders of Series E Preferred Stock. The shares resumed the status of authorized but unissued preferred stock and as of December 31, 2023, were no longer designated as Series E Mirroring Preferred Stock.




The Company’s outstanding and exercisable warrants as of December 31, 2023 are presented below:


Exercise Price    

Total Warrants



Exercisable Warrants


    Expiration Date
$ 186.00       5,135       5,135     5/10/2024
$ 186.00       6,694       6,694     7/25/2024
$ 186.00       10,888       10,888     11/8/2024
$ 54.00       32,033       32,033     3/25/2024
$ 60.00       52,911       52,911     7/17/2025
$ 75.00       153,334       153,334     5/1/2025
          260,995       260,995      


All outstanding warrants are classified as equity on the Company’s Consolidated Balance Sheets.