8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2008

CuraGen Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-23223	06-1331400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

322 East Main Street, Branford, CT 06405

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 481-1104

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 (see General Instruction A.2. below):

¨ 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))

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2008, CuraGen Corporation, a Delaware corporation (the “Company”), announced its financial results for the quarter ended September 30, 2008. In addition, the Company provided guidance on its financial outlook through the second quarter of 2009.

The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1        Press release issued by CuraGen Corporation on November 3, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CURAGEN CORPORATION
	(Registrant)
Date: November 3, 2008	By:	/s/ Sean A. Cassidy
	Name:	Sean A. Cassidy
	Title:	Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:

Sean Cassidy

Vice President and Chief Financial Officer

scassidy@curagen.com

(203) 871-4400

FOR IMMEDIATE RELEASE

CuraGen Reports Third Quarter 2008 Financial Results

- Provides financial guidance through second quarter of 2009-

- Announces partnership intentions around CR011-vcMMAE -

- Conference call to be held today at 11:00 am ET -

BRANFORD, Conn., – November 3, 2008 – CuraGen Corporation (NASDAQ: CRGN), today reported its financial results for the third quarter of 2008.

During the three month period ended September 30, 2008, CuraGen utilized $3.6 million of cash for operations and ended the quarter with $91.4 million of cash and investments. CuraGen expects to utilize an average of $3 to $4 million of cash per quarter through June 2009. The company expects to end the fourth quarter of 2008 with approximately $87 to $89 million in cash and investments, and end the second quarter of 2009 with approximately $79 to $81 million in cash and investments. CuraGen is also pursuing partnership opportunities around CR011-vcMMAE.

“Since the beginning of 2007, we have systematically strengthened our net cash position by $84 million and reduced our cash burn by 73%. We have sold clinical programs and non-core assets generating $129 million, repurchased debt of $91 million at a discount of $17 million and reduced the operating burn from $13.3 million in the first quarter of 2007 to $3.6 million in the third quarter of 2008. We are now in a position to take advantage of our prudent actions in what has become a financially-distressed environment,” commented Dr. Timothy M. Shannon, President and Chief Executive Officer.

For the quarter ended September 30, 2008, CuraGen reported a net loss of $4.0 million, or $0.07 per share, compared to a loss of $9.9 million, or $0.18 per share, for the same period in 2007. For the nine months ended September 30, 2008, CuraGen reported net income of $28.5 million, or $0.50 per share, as compared to net income of $28.0 million, or $0.50 per share, for the same period in 2007. Net income for the nine months ended September 30, 2008 and 2007 was primarily due to a gain of the sale of belinostat and a gain on the extinguishment of debt in the second quarter of 2008, and the sale of 454 Life Sciences Corporation in the second quarter of 2007.

“We are encouraged by the Phase II results and activity of CR011-vcMMAE in patients with metastatic melanoma that we announced concurrently today, and we will be engaging in discussions with potential partners as we develop plans for the advanced stages of development. The goal of a partnership will be to support the financial, development and commercial resources that will be required in advanced development, improving the risk profile to CuraGen shareholders while maintaining upside potential,” stated Dr. Shannon. “We are also actively evaluating strategic opportunities that can accelerate an increase in shareholder value.”

Conference Call Details and Dial-in Information

Date:	Monday, November 3, 2008
Time:	11:00 a.m. EDT
Dial-in:	877-272-5391 (domestic)
	706-758-4315 (international)
Passcode:	71190212
Webcast:	Access available at http://www.curagen.com

A replay of the conference call will be available starting at 2:00 p.m. Eastern time on Monday, November 3, 2008 through Wednesday, December 3, 2008 by dialing 800-642-1687 (domestic) or 706-645-9291 (international). The passcode for the replay is 71190212. An archive of the webcast will be available for 30 days at http://www.curagen.com.

About CuraGen

CuraGen Corporation (Nasdaq: CRGN) is a clinical-stage biopharmaceutical company developing promising approaches for the treatment of cancer. CuraGen Corporation is headquartered in Branford, Connecticut. For additional information please visit http://www.curagen.com.

Forward-Looking Statements

Statements in this press release regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects, including statements relating to the CuraGen’s pursuit of partnership opportunities and discussion with potential partners, revenue, expenses, depreciation, amortization, asset impairment charges, losses, income, and future cash utilization and cash and investment positions, the timing and expected results of its clinical programs, and the development and marketability of planned drugs, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including the risk that CuraGen’s pursuit of partnership opportunities will not proceed as planned or that any one or more of CuraGen’s drug development programs will not proceed as planned for technical, scientific or commercial reasons or due to patient enrollment issues or based on new information from nonclinical or clinical studies or from other sources, as well as risk associated with the success of competing products and technologies, CuraGen’s stage of development as a biopharmaceutical company, government regulation and healthcare reform, technological uncertainty and product development risks, product liability exposure, uncertainty of additional funding, CuraGen’s ability to comply with Nasdaq listing requirements, CuraGen’s history of incurring losses and the uncertainty of achieving profitability, reliance on research collaborations and strategic alliances, competition, patent infringement claims against CuraGen’s products, processes and technologies, CuraGen’s ability to protect its patents and proprietary rights and uncertainties relating to commercialization rights, as well as those risks, uncertainties and factors referred to under the section “Risk Factors” in CuraGen’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the Securities and Exchange Commission as well as other documents that may be filed by CuraGen from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, CuraGen’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. CuraGen is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CRGN-F

- FINANCIAL TABLES ATTACHED -

CURAGEN CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
	(unaudited)						(unaudited)
Collaboration revenue	$	—		$	22		$	1,174		$	66
Operating expenses:
Research and development		3,453			8,074			12,459			30,480
General and administrative		1,076			2,568			4,235			9,631
Restructuring and other charges		—			1,058			—			8,537
Total operating expenses		4,529			11,700			16,694			48,648
Gain on sale of intangible asset		—			—			36,397			—
(Loss) income from operations		(4,529	)		(11,678	)		20,877			(48,582	)
Interest income		741			1,861			2,471			4,060
Interest expense		(226	)		(1,273	)		(1,474	)		(4,172	)
Gain on extinguishment of debt		—			169			6,991			169
Gain on sale of long-term marketable securities		—			973			—			973
(Loss) income from continuing operations before income taxes		(4,014	)		(9,948	)		28,865			(47,552	)
Income tax benefit (provision)		32			50			(362	)		160
(Loss) income from continuing operations		(3,982	)		(9,898	)		28,503			(47,392	)
Discontinued operations:
Loss from discontinued operations		—			—			—			(2,991	)
Gain on sale of subsidiary		—			—			—			78,352
Income from discontinued operations		—			—			—			75,361
Net (loss) income	$	(3,982	)	$	(9,898	)	$	28,503		$	27,969
Basic (loss) income per share from continuing operations	$	(0.07	)	$	(0.18	)	$	0.50		$	(0.85	)
Basic income per share from discontinued operations		—			—			—			1.35
Basic net (loss) income per share	$	(0.07	)	$	(0.18	)	$	0.50		$	0.50
Weighted average number of shares used in computing:
Basic net (loss) income per share		56,822			55,965			56,693			55,699

SELECTED BALANCE SHEET INFORMATION

	September 30, 2008		December 31, 2007
	(unaudited)
Cash and investments	$	91,428	$	100,444
Restricted cash		—		14,533
Total cash and investments and restricted cash	$	91,428	$	114,977
Working capital	$	86,982	$	107,844
Total assets	$	92,585	$	119,282
4% Convertible subordinated notes due 2011	$	18,967	$	69,890
Total long-term liabilities	$	18,967	$	70,975
Accumulated deficit	$	459,071	$	487,574
Stockholders’ equity	$	68,445	$	38,465