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UNITED STATES Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of Date of Report (Date of earliest event reported): March 1, 2011 Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, we were granted a hearing with a Nasdaq Stock Market Hearings Panel, or the Panel, to present our plan to regain compliance with Nasdaq Listing Rule 5450(a)(1), which requires us to maintain a minimum closing bid price of our common stock of $1.00 per share, and Nasdaq Listing Rule 5450(b)(2)(A), which requires the market value of our publicly listed securities to be at least $50.0 million. On March 1, 2011, following our hearing with the Panel on January 20, 2011, Nasdaq advised us of the Panel's decision to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market and continue our listing on that market, subject to certain conditions as outlined below. The transfer is effective at the opening of the Nasdaq trading session on March 3, 2011. The Company will continue to trade under the ticker symbol "OXGND" through March 21, 2011. The Company's symbol will revert back to "OXGN" on March 22, 2011.
Item 8.01. Other Events.
On March 2, 2011, we issued a press release announcing the transfer of the listing of our common stock to The Nasdaq Capital Market described in Item 3.01 of this Current Report. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits
SIGNATURES 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. EXHIBIT INDEX
SECURITIES AND EXCHANGE COMMISSION
The Securities Exchange Act of 1934
OXiGENE, Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-21990
13-3679168
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
701 Gateway Boulevard, Suite 210, South San Francisco, CA
94080
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (650) 635-7000
________________________________________________________________________________
(Former name or former address, if changed since last report)
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))
The Nasdaq Capital Market is a continuous trading market that operates in the same manner as The Nasdaq Global Market. All companies listed on The Nasdaq Capital Market must meet certain financial requirements and adhere to Nasdaq's corporate governance standards.
In its decision, the Panel directed us to submit an application to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market no later than March 10, 2011. Provided our application is approved, the Panel has granted us until June 13, 2011 to demonstrate compliance with all continued listing standards of The Nasdaq Capital Market and have evidenced a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.
The Panel noted that the compliance deadline of June 13, 2011 represents the full extent of the Panel's authority to grant an exception and allow the continued listing of our common stock while we remain deficient with respect to the continued listing standards. Should we be unable to meet Nasdaq's continued listing standards and have demonstrated a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days by the deadlines prescribed by the Panel, the Panel indicated it will issue a final determination to delist our common stock and suspend trading of our common stock on The Nasdaq Stock Market, to be effective on the second business day from the date of the final determination.
Exhibit Number
Description
99.1
Press release, dated March 2, 2011, entitled "OXiGENE RECEIVES LISTING DECISION FROM NASDAQ"
OXiGENE, Inc.
Date: March 2, 2011
By:
/s/ JAMES MURPHY
James Murphy
Chief Financial Officer
Exhibit Number
Description
99.1
Press release, dated March 2, 2011, entitled "OXiGENE RECEIVES LISTING DECISION FROM NASDAQ"
EXHIBIT 99.1
SOUTH SAN FRANCISCO, Calif., March 2, 2011 (GLOBE NEWSWIRE) -- OXiGENE, Inc. (Nasdaq:OXGND), a clinical-stage, biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases, today announced that, on March 1, 2011, the Company received a determination from the NASDAQ Listing Qualifications Panel (the "Panel") enabling its Common Stock to trade on The NASDAQ Capital Market. The Company will have until June 13, 2011 to demonstrate compliance with the minimum $1.00 per share closing bid price requirement ("Bid Price") and all continued listing standards of The NASDAQ Capital Market.
As previously announced, on February 25, 2011, the Company implemented a 1-for-20 reverse stock split of its common shares in an effort to regain compliance with NASDAQ's Bid Price requirement. The Company may demonstrate compliance with the applicable requirements if its common stock has a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days prior to June 13, 2011. The consolidated closing bid price for the Company's stock today was $2.27 per share. Separately, the Company must demonstrate regained compliance with the minimum market value of listed securities ("Market Capitalization") requirement and the minimum stockholders' equity ("Equity") requirement prior to June 13, 2011. While the Company expects to regain compliance with all The NASDAQ Capital Market listing requirements and satisfy all the terms of the Panel's decision, there can be no assurance that it will be able to do so.
The transfer of the Company's listing from The NASDAQ Global Market to The NASDAQ Capital Market will take effect with the open of NASDAQ trading on March 3, 2011. The Company will continue to trade under the ticker symbol OXGND through March 21, 2011. The Company's symbol will revert back to OXGN on March 22, 2011.
About OXiGENE, Inc.
OXiGENE is a clinical-stage biotechnology company developing novel small-molecule therapeutics to treat cancer and eye diseases. The Company's major focus is the clinical advancement of drug candidates that selectively disrupt abnormal blood vessels associated with solid tumor progression and visual impairment. OXiGENE is dedicated to leveraging its intellectual property position and therapeutic development expertise to bring life saving and enhancing medicines to patients.
The OXiGENE, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4969
Safe Harbor Statement
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 including the Company's anticipated ability to regain compliance in a timely manner with the Bid Price, Market Capitalization, Minimum Equity or other Nasdaq Capital Market listing requirements and satisfy all the terms of the Panel's decision. 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, the Company's inability to obtain additional financing or achieve the required market value of its listed securities. 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, 2009.
CONTACT: Investor and Media Contact: Michelle Edwards, Investor Relations medwards@oxigene.com 650-635-7006