We are offering shares of our common stock having an aggregate offering price of up to $3,100,000 from time to time through our sales agent, McNicoll, Lewis & Vlak LLC (“MLV”). These sales, if any, will be made pursuant to the terms of an At Market Issuance Sales Agreement entered into between us and our sales agent on July 21, 2010, a copy of which was filed with the Securities and Exchange Commission as an exhibit to our Current Report on Form 8-K on July 21, 2010, and is incorporated herein by reference.
Our common stock is listed on The NASDAQ Capital Market under the symbol “OXGN.” On May 12, 2011, the last reported sale price of our common stock was $5.60 per share and on July 7, 2011, the last reported sale price of our common stock was $2.43. The market value of our outstanding common equity held by non-affiliates as of the date of this prospectus supplement was approximately $66,778,085, based on 13,329,229 shares of outstanding common stock, of which 11,924,658 shares were held by non-affiliates, and based on the closing sale price of our common stock on May 12, 2011 of $5.60. As of the date of this prospectus supplement, we have sold securities in an aggregate offering amount of $19,156,051 pursuant to General Instruction I.B.6. of Form S-3 during the 12 calendar month period that ends on, and includes, the date of this prospectus supplement.
Sales of shares of our common stock under this prospectus, if any, may be made in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, which includes sales made directly on The NASDAQ Capital Market, the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange. The sales agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreeable terms between the sales agent and us.
Unless we and our sales agent otherwise agree, we will pay our sales agent a commission fee of up to 5% of each sale of common stock to be sold pursuant to this prospectus. Any other fee arrangement or commission amount to be received by the sales agent will be disclosed in a separate prospectus supplement for such shares. The net proceeds to us that we receive from sales of our common stock will depend on the number of shares actually sold and the offering price for such shares. Based on the trading price of our common stock, our current public float and the absence of a minimum offering amount provided for under the sales agreement, we may not be able to raise the full $3,100,000 in gross proceeds contemplated by this prospectus supplement. The actual proceeds to us will vary.
In connection with the sales of common stock on our behalf, the sales agent will be deemed an “underwriter” within the meaning of the Securities Act of 1933, as amended, and the compensation of the sales agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the sales agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
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