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 11, 2008

OXiGENE, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of incorporation) 0-21990
(Commission File
Number) 13-3679168
(I.R.S. Employer
Identification No.)

230 Third Avenue, Waltham, MA 02451
(Address of principal executive offices)

Registrant’s telephone number, including area code: (781) 547-5900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBITS
EX-99.1 PRESS RELEASE DATED NOVEMBER 14, 2008

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 11, 2008, the Company received a staff deficiency letter from The NASDAQ Stock Market indicating that, based on the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, the Company does not comply with the minimum stockholders’ equity requirement of $10 million for continued listing on The NASDAQ Global Market as set forth in NASDAQ Marketplace Rule 4450(a)(3). The NASDAQ staff is reviewing the Company’s eligibility for continued listing on The NASDAQ Global Market and has asked the Company to provide, by November 26, 2008, a specific plan to achieve and sustain compliance with all of the NASDAQ Global Market listing requirements, including a time frame for completion of the plan. If, after the conclusion of its review, NASDAQ determines that the Company has not presented a definitive plan to achieve and sustain compliance, the Company anticipates that it would seek to transfer the listing of its common stock to the NASDAQ Capital Market, and would remain listed on the Stockholm Stock Exchange.

The Company anticipates that it will regain compliance with NASDAQ Marketplace Rule 4450(a)(3) upon the closing of its transaction with Symphony Capital Partners, L.P. (“Symphony”), which transaction was described in a press release issued by the Company on October 1, 2008. At this closing, assuming receipt of stockholder approval at the special meeting scheduled for December 9, 2008, Symphony will exercise the warrant it holds covering 11.3 million shares of the Company’s common stock and purchase all shares covered by the warrant at a price of $1.11 per share, resulting in an additional $12.5 million in equity to the Company. Notwithstanding this planned infusion of additional equity, the Company is evaluating all of its available options with respect to regaining compliance with the listing requirements of NASDAQ, and intends to submit a plan to achieve and sustain compliance.

On November 14, 2008, the Company issued a press release announcing that it had received the letter from NASDAQ. A copy of the Company’s press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Press Release dated November 14, 2008.

SIGNATURE

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

Date: November 14, 2008	OXiGENE, Inc.
	/s/ James B. Murphy
	By: James B. Murphy
	Vice President and Chief Financial Officer

EXHIBITS

Exhibit Number	Description
99.1	Press Release dated November 14, 2008.

EX-99.1

Exhibit 99.1

Investor and Media Contact:
Michelle Edwards, Investor Relations
medwards@oxigene.com
415-315-9413

OXiGENE Receives NASDAQ Notification

WALTHAM, Mass. — November 14, 2008 — OXiGENE, Inc. (NASDAQ: OXGN), a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases, reported that the NASDAQ Stock Market, Inc. has notified the Company that it does not comply with the $10,000,000 minimum stockholders’ equity requirement for continued listing on the NASDAQ Global Market set forth in NASDAQ Marketplace Rule 4450(a)(3). NASDAQ is reviewing OXiGENE’s eligibility for continued listing on The NASDAQ Global Market and, to facilitate this review, has requested that the Company provide NASDAQ with its plan to achieve and sustain compliance with all listing requirements by November 26, 2008. If, after the conclusion of its review, NASDAQ determines that the Company has not presented a definitive plan to achieve and sustain compliance, the Company anticipates that it would seek to transfer the listing of its common stock to the NASDAQ Capital Market, and would remain listed on the Stockholm Stock Exchange.

OXiGENE anticipates that it will regain compliance with NASDAQ Marketplace Rule 4450(a)(3) upon the closing of its strategic collaboration with Symphony Capital Partners, L.P., which was described in a press release issued by the Company on October 1, 2008. At the closing of this transaction, Symphony will exercise the warrant it holds covering 11.3 million shares of the Company’s common stock and purchase all shares covered by the warrant at a price of $1.11 per share, resulting in an additional $12.5 million in equity to the Company. OXiGENE anticipates that stockholder approval of this transaction will be forthcoming at a special meeting of stockholders on December 9, 2008. Notwithstanding this planned infusion of additional equity, OXiGENE is evaluating all of its available options to regain compliance with the listing requirements of NASDAQ, and intends to submit a plan to achieve and sustain compliance.

“OXiGENE is committed to taking all necessary steps to preserve and build stockholder value in our Company, and to working expeditiously to present NASDAQ with a plan for compliance,” said John Kollins, OXiGENE’s Chief Executive Officer. “Our efforts and energies remain focused on advancing our development pipeline programs and achieving our clinical, operational and financial management goals for 2008 and beyond. While the overall economic situation and biotechnology marketplace remain challenging, we believe that OXiGENE is on the right strategic course to build and realize value from its vascular disrupting agent (VDA) drug development programs.”

About OXiGENE

OXiGENE is a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases. The company’s major focus is developing VDAs that selectively disrupt abnormal blood vessels associated with solid tumor progression and visual impairment. OXiGENE is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients.

Safe Harbor Statement

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements in this press release may turn out to be wrong. Forward-looking statements can be affected by inaccurate assumptions OXiGENE might make or by known or unknown risks and uncertainties, including, but not limited to, those relating to OXiGENE’s ability to regain compliance with the NASDAQ Marketplace Rules. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in OXiGENE’s reports to the Securities and Exchange Commission, including OXiGENE’s reports on Form 10-K, 10-Q and 8-K. However, OXiGENE undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise. Please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

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