-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AFsSoMBUpCvkVmYPoDthPVEgdW6/1EmpQhv/9kfvpoSg8LIL2aA6wICcDqazp7Zh m8nBCSdNpx3lV1Wd8wZdnA== 0000903112-96-000945.txt : 19961118 0000903112-96-000945.hdr.sgml : 19961118 ACCESSION NUMBER: 0000903112-96-000945 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXIGENE INC CENTRAL INDEX KEY: 0000908259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133679168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 96666727 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124310001 MAIL ADDRESS: STREET 1: C/O BATTLE FOWLER LLP STREET 2: 75 EAST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ______ to ______ Commission File Number: 0-21990 OXiGENE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-3679168 (State or other jurisdiction of (IRS Employer incorporation or Identification No.) organization) 110 East 59th Street New York, NY 10022 (Address of principal executive offices, including zip code) (212) 421-0001 (Telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Warrant to Purchase One Share of Common Stock Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of September 30, 1996, there were 7,647,418 shares of the Registrant's Common Stock issued and outstanding. OXiGENE, INC. This Quarterly Report on Form 10-Q contains historical information and forward-looking statements. Statements looking forward in time are included in this Form 10-Q pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from any future performance suggested herein. In the context of forward-looking information provided in this Form 10-Q and in other reports, please refer to the discussion of risk factors detailed in, as well as the other information contained in, the Company's filings with the Securities and Exchange Commission during the past 12 months. INDEX PAGE NO. PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statement of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION 9 Item 1. Legal Proceedings 9 Item 2. Changes in Securities 9 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Securityholders 9 Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 10 ii PART I. FINANCIAL INFORMATION Item 1. Financial Statements The accompanying consolidated financial statements have been prepared by OXiGENE, Inc. ("OXiGENE" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the Company's opinion, these financial statements contain all adjustments necessary to present fairly the financial position of OXiGENE, Inc. as of September 30, 1996 and December 31, 1995, the results of operations for the three-month and nine-month periods ended September 30, 1996 and September 30, 1995, and the cash flows for the nine-month periods ended September 30, 1996 and September 30, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. The results of operations for the period ended September 30, 1996 are not necessarily indicative of the results of operations and cash flows for any subsequent interim period or for the full year. 1 OXiGENE, Inc. (A development stage company) Condensed Consolidated Balance Sheets (All amounts in thousands)
September 30, 1996 December 31, 1995 ------------------ ----------------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 12,427 $ 10,407 Securities available-for-sale 502 Prepaid expenses 65 50 Interest receivable 182 202 Other 53 19 --------------------- -------------------- Total current assets 12,727 11,180 Furniture, fixtures and equipment, at cost 103 62 Accumulated depreciation (37) (25) --------------------- --------------------- Net property and equipment 66 37 Deposits 10 10 --------------------- -------------------- Total Assets 12,803 11,227 ===================== ==================== Liabilities and stockholders' equity Current Liabilities: Accounts payable and accrued expenses: Due to Cato Research, Ltd. 11 134 Other payables 494 536 --------------------- -------------------- Total current liabilities 505 670 Stockholders' equity Common stock $0.01 par value: Authorized shares - 15,000,000 shares Issued and outstanding 7,647,418 at September 30, 1996 6,823,300 at December 31, 1995 76 68 Additional paid-in capital 28,216 21,864 Deficit accumulated during the development stage (16,009) (11,400) Foreign currency translation adjustment 15 25 --------------------- -------------------- Total stockholders' equity 12,298 10,557 --------------------- -------------------- Total liabilities and stockholders' equity $ 12,803 $ 11,227 ===================== ==================== The accompanying notes are an integral part of this statement. 424544.1
OXiGENE, Inc. (A development stage company) Condensed Consolidated Statements of Operations (All amounts in thousands, except per share data) (Unaudited)
Period from February 22, 1988 (Inception) Three months ended Nine months ended through September 30, September 30, September 30, 1996 1995 1996 1995 1996 ---------- ---------- ---------- --------- --------------- Revenue Interest income 118 159 371 241 1,118 Research 31 ---------- ---------- ---------- --------- -------------- Total revenue 118 159 371 241 1,149 Operating expenses Research and development: Cato Research, Ltd. 72 255 460 537 2,925 Other 530 342 2,498 1,333 7,103 ---------- ---------- ---------- --------- -------------- Total research and development 602 597 2,958 1,870 10,028 General and administrative 713 323 2,022 969 7,130 ---------- ---------- ---------- --------- -------------- Total operating expenses 1,315 920 4,980 2,839 17,158 ---------- ---------- ---------- --------- -------------- Net loss (1,197) (761) (4,609) (2,598) (16,009) =========== ========== =========== ========== =============== Net loss per common share (0.16) (0.12) (0.65) (0.47) Weighted average number of common shares outstanding 7,480 6,572 7,141 5,568 The accompanying notes are an integral part of this statement.
424544.1 OXiGENE, Inc. (A development stage company) Condensed Consolidated Statements of Cash Flows (All amounts in thousands) (Unaudited)
Period from February 22, 1988 (Inception) Nine months ended through September 30, September 30, 1996 1995 1996 ------------- ------------- --------------------- Operating Activities Net Loss (4,609) (2,598) (16,009) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 12 7 36 Amortization/loss on sale of securities available-for-sale 20 9 Compensation related to issuance of warrants, options and stock appreciation rights 1,001 1,672 Changes in operating assets and liabilities: Prepaid expenses and other current assets (29) 132 (297) Accounts payable and accrued expenses 58 165 496 ------------- ------------- --------------- Net cash used in operating activities (3,567) (2,274) (14,093) Financing activities Proceeds from issuance of common stock, net 5,083 9,609 26,568 Other capital contribution 53 53 ------------- ------------- --------------- Net cash provided by financing activities 5,136 9,609 26,621 Investing activities Proceeds from sale of securities available-for-sale 502 1,840 3,359 Purchase of securities available-for-sale (3,368) Deposits (10) Purchase of furniture, fixture and equipment (41) (22) (102) ------------- ------------- ---------------- Net cash used in investing activities 461 1,818 (121) Effect of exchange rate on changes in cash (10) 20 ------------- ------------- --------------- Net increase in cash and cash equivalents 2,020 9,153 12,427 Cash and cash equivalents at beginning of period 10,407 1,194 ------------- ------------ --------------- Cash and cash equivalents at end of period 12,427 10,347 12,427 ============= ============= =============== The accompanying notes are an integral part of this statement.
424544.1 OXiGENE, INC. (A development stage company) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1996 1. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-months ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. Cash and Cash Equivalents The Company considers all highly liquid financial instruments with a maturity of three months or less when purchased to be cash equivalents. Net Loss Per Share Net loss per share is based upon the Company's aggregate net loss divided by the weighted average number of shares of Common Stock outstanding during the respective periods. All options and warrants were antidilutive and, accordingly, excluded from the calculation of weighted average shares. 2. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned Swedish subsidiary, OXiGENE (Europe) AB. Intercompany balances and transactions have been eliminated. Stockholder's Equity During the nine months ended September 30, 1996, the Company issued 824,118 shares of Common Stock upon exercise of previously granted warrants, options and stock appreciation rights ("SARs"), with proceeds to the Company of approximately $5.1 million. During the nine months ended September 30, 1996, the Company recorded a charge for financial reporting purposes of approximately $1.0 million because the market value of the Company's Common Stock exceeded the exercise prices of SARs issued by the Company. Because SARs are satisfied, upon exercise, only by the distribution of shares of Common Stock, the charge was credited to additional paid-in capital. In addition, SARs accrued as a liability as of December 31, 1995, amounting to approximately $0.2 million, were credited to additional paid-in capital. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Description of Business OXiGENE is a development-stage pharmaceutical company engaged in the research and development of products designed to enhance the clinical efficacy of radiation and chemotherapy, the most common and traditional forms of non-surgical cancer treatment. The Company's proprietary technology involves the inhibition, measurement and stimulation of the cellular DNA repair process. Since its inception in February, 1988, the Company has devoted substantially all of its efforts and resources to research and development conducted on its own behalf and through strategic collaborations with clinical institutions and other organizations, particularly the University of Lund in Lund, Sweden. The Company has generated a cumulative net loss of approximately $16.0 million for the period from its inception through September 30, 1996. The Company expects to incur significant additional operating losses in the year ending December 31, 1996, and for several years thereafter, principally as a result of its continuing clinical trials and anticipated research and development expenditures. The principal source of the Company's working capital has been the proceeds of private and public equity financings. In the summer of 1995, the Company completed a private placement of approximately $10.0 million before expenses. Further, on October 30, 1996, the Company announced that its Registration Statement under the Securities Act, covering a proposed public offering by the Company of 1 million shares of Common Stock, had been declared effective by the SEC. D. Carnegie AB, a Swedish investment bank ("Carnegie"), and Nordberg Capital Inc. will underwrite the Offering. The closing of the Offering is expected in mid-November 1996. As of September 30, 1996, the Company had no long-term debt or loans payable. Since its inception, the Company has had no material amount of licensing or other fee income, and does not anticipate any such income for the foreseeable future. Results of Operations - Nine Months Ended September 30, 1996 and 1995 During the nine-month periods ended September 30, 1996 and 1995, the Company had no revenues, except for approximately $0.4 million and $0.2 million of interest income, respectively. The increase in interest income is attributable primarily to the increase in cash and cash equivalents as a result of the completion of a $10 million (before expenses) private placement in the summer of 1995. Operating expenses for those periods were approximately $5.0 million and $2.8 million, respectively. Research and development expenses for the nine-month period ended September 30, 1996 increased to approximately $3.0 million from approximately $1.9 million for the comparable 1995 period. The increase in reported research and development expenses was attributable to a charge for financial reporting purposes of approximately $1.0 million. This charge was recorded because the market value per share of Common Stock on September 30, 1996 ($23.00) exceeded the exercise price of SARs previously granted by the Company to certain clinical investigators and consultants. Without giving effect to such charge, research and development expenses increased by approximately $0.1 million compared to the comparable 1995 period. Generally, the Company makes payments to its clinical investigators if and when certain predetermined milestones in its clinical trials are reached, rather than on a fixed quarterly or monthly basis. As a result of the foregoing and the existence of outstanding SARs, research and development expenses have fluctuated, and are expected to continue to fluctuate, from quarter to quarter. General and administrative expenses for the nine-month period ended September 30, 1996 increased to 6 approximately $2.0 million from approximately $1.0 million for the comparable 1995 period. The increase in general and administrative expenses is primarily attributable to investment banking fees paid to Carnegie, start-up expenses related to establishing the Company's Swedish subsidiary and, generally, an increase in the Company's activities, mostly in Sweden. Liquidity and Capital Resources OXiGENE has experienced net losses and negative cash flow from operations each year since its inception and, as of September 30, 1996, had a deficit during the development stage of approximately $16.0 million. The Company expects to incur substantial additional expenses, resulting in significant losses, over at least the next several years due to, among other factors, its continuing clinical trials and anticipated research and development activities. To date, the Company has financed its operations principally through the net proceeds it has received from private and public equity financings. At December 31, 1995, the Company had approximately $10.9 million in cash and cash equivalents and marketable securities available for sale. In the first quarter of 1996, the Company disposed of its marketable securities. The Company had cash and cash equivalents of approximately $12.4 million at September 30, 1996, compared to approximately $10.7 million at June 30, 1996. The increase in cash and cash equivalents in the third quarter is primarily attributable to the issuance, upon exercise of outstanding options, warrants and SARs, of 376,136 shares of Common Stock, with proceeds to the Company of approximately $3.3 million. A portion of these proceeds was used to finance operations during the three months ended September 30, 1996. The Company believes that a relatively large number of publicly-traded warrants was exercised in the three-month period ended September 30, 1996 because of an increase in the exercise price of those warrants (from $10.35 to $12.35), effective August 26, 1996. The Company does not believe that the rate of exercise of the publicly-traded warrants in the quarter ended September 30, 1996 is indicative of the rate at which those warrants may be exercised in the future. As of September 30, 1996, an aggregate of 1,193,241 publicly-traded warrants remained outstanding. OXiGENE's policy is to contain its fixed expenditures by maintaining a relatively small number of employees and relying as much as possible on outside services for its research, development, preclinical testing and clinical trials. The Company maintains small executive offices in New York and in Lund, Sweden, and recently established an office in Stockholm, Sweden, all of which are subleased. Further, the Company contemplates subleasing new laboratory space in the New York metropolitan area that will complement research activities with those at the Lund facility. The Company contracts with Cato Research, Ltd., Durham, North Carolina, for the coordination of the Company's clinical trials and retention of its clinical files. The Company pays the University of Lund, Sweden and other hospitals, where applicable, on a per patient basis for conducting its clinical trials. Further, in May 1996, in collaboration with ILEX(TM) Oncology Inc., a contract research organization in San Antonio, Texas ("ILEX"), the Company established a large-scale synthesis of Oxi-104, a new chemical compound under preclinical testing by the Company, in accordance with current U.S. Good Laboratory Practice Standards. Through September 30, 1996, the Company has paid ILEX approximately $0.4 million. As the research and development with respect to Oxi-104 continue, the Company expects that the amounts payable to ILEX from time to time will increase significantly. 7 The Company anticipates that the net proceeds of the Offering, together with available cash, cash equivalents, investment securities and investment income, should be sufficient to satisfy the Company's projected cash requirements for approximately 30 months from the completion of the Offering. However, working capital and capital requirements may vary materially from those now planned due to numerous factors including, but not limited to, the progress with the preclinical testing and clinical trials; progress of the Company's research and development programs; the time and costs required to obtain regulatory approvals; the resources the Company devotes to manufacturing methods and advanced technologies; the ability of the Company to obtain collaborative or licensing arrangements; the costs of filing, prosecuting and, if necessary, enforcing patent claims; the cost of commercializing activities and arrangements; and the demand for its products if and when approved. The Company anticipates that it will have to seek substantial additional private or public financing or enter into collaborative arrangements with one or more third parties to complete the development of any products or bring products to market. The Company expects that these funding needs will continue even after the closing of the Offering. There can be no assurance that additional financing will be available on acceptable terms, if at all. The Company had no material commitments for capital expenditures as of September 30, 1996. Tax Matters As of December 31, 1995, the Company had, for Federal income tax purposes, net operating loss carryforwards of approximately $10.7 million. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company's net operating loss carryforwards may be limited if a cumulative change in ownership of the Company's stock of more than 50% (within the meaning of the Internal Revenue Code) occurs within any three-year period. The Company has made no determination concerning whether there has been such a cumulative change in ownership and it is possible that such a change in ownership may be deemed to have occurred following the Company's initial public offering, which was completed in October, 1993, and/or the private placement of 1,666,700 shares of Common Stock, which was completed in July 1995, or that it will be deemed to have occurred upon completion of the Offering. 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no legal proceedings pending or, to the Company's best knowledge, threatened against the Company. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibit is filed as part of this Quarterly Report on Form 10-Q: 27.1 Financial Data Schedule 99.1 Press Release, dated August 13, 1996, with respect to initiation of clinical trial for Oxi-104. 99.2 Press Release, dated August 13, 1996, with respect to appointment of CFO. 99.3 Press Release, dated September 30, 1996, with respect to filing of registration statement in connection with Stockholm Stock Exchange listing. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the third quarter of 1996. 9 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 thereunto duly authorized. OXiGENE, INC. Date: November 13, 1996 /s/BoHaglund -------------------------- Bo Haglund Chief Financial Officer 10 OXiGENE, INC. Quarterly Report on Form 10-Q for the Fiscal Quarter Ended September 30, 1996 Exhibits Exhibit Number Description - ------ ------------- 27.1 Financial data schedule. 99.1 Press Release, dated August 13, 1996, with respect to initiation of clinical trial for Oxi-104. 99.2 Press Release, dated August 13, 1996, with respect to appointment of CFO. 99.3 Press Release, dated September 30, 1996, with respect to filing of registration statement in connection with Stockholm Stock Exchange listing. 11 EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED CONSOLIDATED STATEMENTS OF OXIGENE, INC. FOR THE NINE MONTHS ENDED SEPTEMBER 30 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 9-MOS DEC-31-1996 SEP-30-1996 12427 0 0 0 0 12427 103 (37) 12803 505 0 0 0 76 12222 12803 0 371 0 0 4980 0 0 (4609) 0 (4609) 0 0 0 (4609) (0.65) (0.65)
EX-99.1 3 ADDITIONAL EXHIBITS Contact: Dr. Bjorn Nordenvall Chairman and CEO OXiGENE, Inc. Phone: 212-421-0001 OXiGENE Europe AB: Phone: 46-46-168860 For Immediate Release: OXiGENE TO INITIATE CLINICAL TRIAL FOR OXI-104 New York, NY and Lund, Sweden, - August 13, 1996 - OXiGENE, Inc. (Nasdaq OXGN) today announced that it will initiate an accelerated drug development program for Oxi-104, a third generation drug, which the Company's intends to develop as a chemo sensitizer. Oxi-104 - OXiGENE's new chemical entity. Oxi-104 is a new chemical entity for which the Company filed a composition-of-matter patent application in March 1996. Following a successful small-scale synthesis completed in December 1994, OXiGENE tested the Oxi-104 compound in its laboratories for effects and toxicity. Although classified as a N-substituted benzamide and, therefore, covered by OXiGENE's use patent for all N-substituted benzamides as sensitizers for chemotherapy and radiation, Oxi-104 is not based on metoclopramide like Sensamide(TM) and Neu-Sensamide(TM). Oxi-104 has been designed with a molecular structure that, the Company believes, will reduce side effects while maintaining the sensitizing properties of other N-substituted benzamides IND Filing and clinical trial expected to start in 10 months. The Company currently anticipates commencing a Phase I clinical test of Oxi-104 after the filing of an Investigational New Drug (IND) application with the US Food and Drug Administration (FDA) in the second quarter of 1997. OXiGENE is collaborating with ILEX(TM) Oncology Inc., a drug development company based in San Antonio, Texas, on the development of Oxi-104. ILEX(TM) Oncology will conduct pre-clinical development work through the filing of an IND on a contract basis. This work includes pharmacokinetic studies, toxicology studies in accordance with US current good laboratory practice (GLP) standards, process development, scale-up/ manufacturing for anticipated clinical trial needs under US current good manufacturing practice standards, analytical development, and compilation and submission of an IND. OXiGENE anticipates having a pre-IND meeting with the FDA in approximately six months. Oxi-104 pre-clinical data. Non-GLP toxicology studies have indicated the safety of Oxi-104 in doses 5 to 10 times higher than the maximum doses needed for obtaining optimal anti-cancer effects. In vivo and in vitro studies have demonstrated that Oxi-104 can sensitize and induce a 1 to 8 fold increase in the effect of established chemotherapeutic agents such as Cisplatin, Gemcitabine, bleomycin, Ara-C and melphalan. In addition, based on preliminary results, OXiGENE believes it may be able to demonstrate that Oxi-104 alone can induce tumor growth-inhibiting and tumor-killing effects. For the Company's two radiation sensitizer products, Sensamide(TM) and Neu-Sensamide,(TM) both of which are based on metoclopramide, the limiting doses are determined by their central nervous system (CNS) side effects. By comparison, Oxi-104 has not yet shown any CNS side effects. OXiGENE is engaged in the design and development of drugs within the Company's core technology, the cellular DNA repair mechanism. Particularly, the Company's research and clinical trials focus on enhancing the clinical efficacy of radiation and chemotherapy in cancer treatment. OXiGENE is also engaged in the development of DNA repair measurement technology and compounds that may stimulate normal cell DNA repair. This press release contains forward-looking statements that involve risks and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed in this press release. Factors that may cause such a difference include, but are not limited to, those risks and uncertainties associated with regulatory approval of Oxi-104 and the Company's other proprietary drugs, and other risks discussed in the Company's Annual Report on Form 10-K and in the Company's other filings with the Securities and Exchange Commission during the past 12 months. EX-99.2 4 ADDITIONAL EXHIBITS Contact: Dr. Bjorn Nordenvall Chairman and CEO OXiGENE, Inc. Phone: 212-421-0001 OXiGENE Europe AB - Phone: 46-46-168860 For Immediate Release: OXiGENE ANNOUNCES APPOINTMENT OF CFO New York, NY and Lund, Sweden, - August 13, 1996 - OXiGENE, Inc. (Nasdaq: OXGN) today announced that Bo A. Haglund will join the Company as Chief Financial Officer, effective August 19, 1996. Mr. Haglund, who will be responsible for the Company's financial activities as well as investor relations, will be based in Sweden. Prior to joining OXiGENE, Mr. Haglund was responsible for the London operations of D. Carnegie AB, one of Sweden's leading investment bankers, focusing on the marketing of Nordic and emerging market stock to UK clients. Mr. Haglund joined Carnegie as CFO of its Swedish operations, mainly active in stock brokerage, corporate finance and asset management. "I have followed OXiGENE closely and with great interest now for a couple of years, so when Dr. Bjorn Nordenvall, OXiGENE's CEO, asked me to join the Company as CFO, I did not hesitate to accept the offer" said Mr. Haglund. "I believe I can contribute significantly to OXiGENE's future development, especially when it comes to international business activities. I have worked in various capacities in different kinds of businesses, not only in the US and Europe, but also in the Far East and the Middle East and Africa. I think this experience will be useful now that we start making preparations for OXiGENE's commercial phase. I look forward to working together with the rest of OXiGENE's staff. They are a highly motivated and professional team." OXiGENE is engaged in the design and development of drugs within the Company's core technology, the cellular DNA repair mechanism. Particularly, the Company's research and clinical trials focus on enhancing the clinical efficacy of radiation and chemotherapy in cancer treatment. OXiGENE is also engaged in the development of DNA repair measurement technology and compounds that may stimulate normal cell DNA repair. EX-99.3 5 ADDITIONAL EXHIBITS Contact: Dr. Bjorn Nordenvall, Chairman and CEO OXiGENE, Inc. Phone: 212-421-0001 OXiGENE Europe AB - Phone: 46-46-168860 For Immediate Release: OXiGENE ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT AND DIRECT LISTING OF COMMON STOCK ON STOCKHOLM STOCK EXCHANGE New York, NY and Lund, Sweden, - October 30, 1996 - OXiGENE, Inc. (Nasdaq: OXGN) today announced that the Company's Registration Statement under the U.S. Securities Act of 1933, covering a proposed public offering by the Company of 1 million shares of Common Stock, of which 800,000 shares are to be offered in Sweden and other countries outside the United States (the "International Offering") and 200,000 shares of Common Stock are to be offered in the United States (the "US Offering" and together with the International Offering, the "Offering"), has been declared effective by the United States Securities and Exchange Commission. The number of shares offered in the International and U.S. Offerings are indicative amounts only. D. Carnegie AB, a Swedish investment bank, and Nordberg Capital Inc. will underwrite the Offering. The Company further announced it has received permission from the Stockholm Stock Exchange for the direct listing of its Common Stock, rather than a listing in the form of Swedish Depository Shares as previously announced. In addition, the Company expects that its shares of Common Stock and publicly-traded warrants will be listed on the Nasdaq National Market following the completion of the Offering. The subscription period is expected to commence on or about October 31, 1996. The Offering will terminate on November 13, 1996 for institutional investors and on November 8, 1996 for other investors. OXiGENE reserves the right to shorten the subscription period for institutional investors. The closing of the Offering is expected in mid-November 1996. On October 28, 1996, the closing price of the Company's Common Stock on the Nasdaq SmallCap Market was $24.50 per share. The proceeds of the Offering will be used to finance clinical trials and research and development activities, and for working capital and general corporate purposes. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. The Offering will be made only by means of a prospectus. A copy of the prospectus may be obtained from D. Carnegie AB, Corporate Finance Department, S-103 38 Stockholm, Sweden, or from OXiGENE, Inc., 110 East 59th Street, 29th Floor, New York, NY 10022. OXiGENE is engaged in the design and development of drugs within the Company's core technology, the cellular DNA repair mechanism. Particularly, the Company's research and clinical trials focus on enhancing the clinical efficacy of radiation and chemotherapy in cancer treatment. OXiGENE is also engaged in the development of DNA repair measurement technology and compounds that may stimulate normal cell DNA repair. -----END PRIVACY-ENHANCED MESSAGE-----