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): January 29, 2009

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 January 29, 2009, CuraGen Corporation, a Delaware corporation (the “Company”), announced its financial results for the quarter and year ended December 31, 2008. In addition, the Company provided milestone and financial guidance for the first half 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 January 29, 2009.

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: January 29, 2009	By:	/s/ Sean A. Cassidy
	Name:	Sean A. Cassidy
	Title:	Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contacts:

Sean Cassidy

Vice President and Chief Financial Officer

scassidy@curagen.com

203 871-4400

CuraGen Reports Fourth Quarter 2008 Financial Results;

Provides Milestone and Financial Guidance for First Half of 2009

BRANFORD, Conn., – January 29, 2009 – CuraGen Corporation (NASDAQ: CRGN), today reported its financial results for the fourth quarter and calendar year of 2008 and provided milestone and financial guidance for the first half of 2009.

During the three month period ended December 31, 2008, CuraGen utilized $3.8 million of cash and investments and ended the fourth quarter with $88 million of cash and investments. At December 31, 2008, CuraGen has outstanding $19 million of 4% convertible subordinated notes due February 2011 with a market value of approximately $15 million. For the quarter ended December 31, 2008, CuraGen reported total operating expenses of $4.1 million, compared to total operating expenses of $11.1 million during the same period in 2007. Included in fourth quarter operating expenses is approximately $0.5 million of restructuring charges for a reduction in work force undertaken in December 2008.

“We currently have $88 million of cash and investments on hand and an attractive Phase II development asset that shows activity in metastatic melanoma and promise in breast cancer.” commented Dr. Timothy M. Shannon, President and Chief Executive Officer. “We are encouraged by the activity CR011-vcMMAE has demonstrated to date and we will be releasing additional data on our two ongoing trials in the second quarter of 2009” commented Dr. Shannon.

2009 Milestones and Financial Guidance

The following statements are based on CuraGen’s current expectations. These statements are forward-looking and actual results may differ materially. Please see the note regarding Forward-Looking Statements in this release for a description of certain important risk factors that could cause actual results to differ and refer to CuraGen’s periodic reports on file with the Securities and Exchange Commission for a more complete description of the risks.

Anticipated milestones for CR011-vcMMAE through June 2009 include:

• Complete and report on the final Phase II results of CR011-vcMMAE in metastatic melanoma in the second quarter of 2009

• Advance and report on the initial Phase II results of CR011-vcMMAE in breast cancer in the second quarter of 2009

CuraGen expects to use an average of $3.5 to $4.0 million of cash and investments per quarter in the first half of 2009 to fund operations and also expects to end the second quarter of 2009 with between $80 and $81 million of cash and investments.

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 Company’s revenue, expenses, depreciation, amortization, asset impairment charges, losses, income, and future cash and investment positions, the timing and expected results of our 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 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, 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 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 in CuraGen’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the Securities and Exchange Commission under the section “Risk Factors,” 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 December 31,						Year Ended December 31,
	2008			2007			2008			2007
	(unaudited)						(unaudited)
Collaboration revenue	$	—		$	22		$	1,174		$	88
Operating expenses:
Research and development		2,617			6,299			15,076			36,779
General and administrative		916			2,026			5,151			11,657
Restructuring charges		529			2,737			529			11,274
Total operating expenses		4,062			11,062			20,756			59,710
Gain on sale of intangible asset		—			—			36,397			—
(Loss) income from operations		(4,062	)		(11,040	)		16,815			(59,622	)
Interest income		713			1,478			3,356			5,583
Interest expense		(213	)		(995	)		(1,687	)		(5,167	)
Gain on extinguishment of debt		—			8,273			6,991			8,442
Realized (loss) gain on sale of available-for-sale investments, net		(200	)		(312	)		(372	)		616
(Loss) income from continuing operations before income taxes		(3,762	)		(2,596	)		25,103			(50,148	)
Income tax benefit (provision)		40			25			(322	)		185
(Loss) income from continuing operations		(3,722	)		(2,571	)		24,781			(49,963	)
Discontinued operations:
Loss from discontinued operations		—			—			—			(2,991	)
Gain on sale of subsidiary		—			—			—			78,352
Income from discontinued operations		—			—			—			75,361
Net (loss) income	$	(3,722	)	$	(2,571	)	$	24,781		$	25,398
Basic (loss) income per share from continuing operations	$	(0.07	)	$	(0.05	)	$	0.44		$	(0.89	)
Basic income per share from discontinued operations		—			—			—			1.35
Basic net (loss) income per share	$	(0.07	)	$	(0.05	)	$	0.44		$	0.45
Weighted average number of shares used in computing basic net (loss) income per share		56,870			56,279			56,738			55,853
SELECTED BALANCE SHEET INFORMATION
							December 31, 2008			December 31, 2007
							(unaudited)
Cash and investments							$	87,664		$	100,444
Restricted cash								—			14,533
Total cash and investments and restricted cash								87,664			114,977
Working capital								84,044			107,844
Total assets								88,546			119,282
4% Convertible subordinated notes due 2011								18,967			69,890
Total long-term liabilities								18,967			70,975
Accumulated deficit								462,793			487,574
Stockholders’ equity								65,465			38,465