Although the Company intends to pursue the transactions in accordance with the terms set forth in the RSA, there can be no assurance that the Company will be successful in completing the transactions contemplated thereby, whether on the same or different terms or at all.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on January 13, 2025, the Company received a notice of default under the Loan and Security Agreement, dated as of March 9, 2018 (the “Loan Agreement”), by and between the Company and Banc of California (“BOC”), from BOC. Based on its assertion of the alleged events of default, BOC declared all outstanding obligations under the Loan Agreement immediately due and payable purportedly in accordance with Section 9.1(g) of the Loan Agreement. BOC also set off and applied to the balance of the Company’s obligations under the Loan Agreement $14,666,666.72 of deposits of the Company held by BOC. Prior to receiving the notice of default, the Company had maintained the required minimum cash balances, and had timely paid BOC its indebtedness and other obligations as they became due. In addition, the bases for an event of default asserted in the notice of default, including with respect to the Company’s stock price and corporate governance, did not align with the covenants in the Loan Agreement. The Company believes it was not in default under the Loan Agreement, and that BOC did not have the right to accelerate the indebtedness or otherwise pursue remedies thereunder.
On January 29, 2025, BOC released its liens on substantially all of the Company’s assets that secured its obligations under the Loan Agreement. Following BOC’s authorization, the Company filed a UCC-3 Termination Statement with respect to those security interests, and the Loan Agreement terminated, subject to survival of certain provisions in accordance with its terms.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of the Current Report on Form 8-K (this “Current Report”) is hereby incorporated by reference in this Item 2.03.
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On January 29, 2025, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the bid price for the Company’s common stock, par value $0.001 per share (the “Common Stock”), had closed below the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The Notice has no effect at this time on the listing of the Common Stock, which continues to trade on The Nasdaq Global Market under the symbol “OMGA”.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until July 28, 2025 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days prior to the Compliance Date.
If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, the Company may be eligible for a second 180 calendar day compliance period. To qualify, the Company must submit an application to transfer the listing of the Common Stock to The Nasdaq Capital Market, which requires the Company to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. The Company would also need to pay an application fee to Nasdaq and to provide written notice of its intention to cure the deficiency during the additional compliance period. As part of its review process, Nasdaq will make a determination of whether it believes the Company will be able to cure this deficiency. If the Company does not qualify for or fails to regain compliance during the additional compliance period, then Nasdaq will notify the Company of its determination to delist its Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Nasdaq hearings panel. There can be no assurance that, if the Company decides to appeal any delisting determination, such appeal would be successful.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2025, the Company, with the approval a restructuring committee of the Board (the “Restructuring Committee”), entered into a retention letter agreement with each of Kaan Certel, the Company’s Chief Executive Officer, and Barbara Chan, the Company’s Senior Vice President, Finance and Chief Accounting Officer and agreed to pay a retention bonus to each of Mr. Certel and Ms. Chan in the amount of $40,000 and $81,400, respectively. The retention bonus is subject to the recipient’s obligation to repay the net after-tax bonus in the event that the recipient’s employment with the Company is terminated by the Company for cause, or the recipient resigns without good reason, prior to the earlier of (a) June 30, 2025, (b) the effective date of the recipient’s termination of employment by the Company other than for cause or (c) the closing of a “Sale Transaction” as defined in and contemplated under the RSA.
Item 8.01. Other Events.
On February 3, 2025, the Restructuring Committee approved a reduction in the Company’s current workforce by up to 17 employees, effective immediately. The Restructuring Committee’s decision was based on cost-reduction initiatives intended to reduce the Company’s ongoing operating expenses in connection with the transactions described in Item 1.01 of this Current Report related to the Chapter 11 Case and the potential sale of all or substantially all of the Company’s assets