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): March 18, 2014
OXiGENE, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
0-21990 |
13-3679168 |
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| (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): |
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| [ ] | 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 March 18, 2014 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated March 18, 2014
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.
| OXiGENE, Inc. |
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| Date: March 18, 2014 | By: | /s/ PETER J. LANGECKER Peter J. Langecker Chief Executive Officer |
EXHIBIT 99.1
SOUTH SAN FRANCISCO, Calif., March 18, 2014 (GLOBE NEWSWIRE) -- OXiGENE, Inc. (Nasdaq:OXGN), a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer, reported financial results for the year ended December 31, 2013.
Commented Peter Langecker, M.D., Ph.D., OXiGENE's Chief Executive Officer: "During the past year, we have made significant progress in advancing our pipeline of vascular disrupting agents (VDAs), led by ZYBRESTAT® in ovarian cancer, and we are very pleased to be moving forward with a Phase 2 development program for ZYBRESTAT in neuroendocrine tumors, a rare tumor type with few treatment options."
Continued Dr. Langecker: "More recently, we reported positive topline data from the Gynecologic Oncology Group Phase 2 trial in recurrent ovarian cancer, which showed a statistically significant increase in progression-free survival with ZYBRESTAT when combined with Avastin, as compared with Avastin alone. This is the first time that we have demonstrated a statistically significant benefit using a clinically meaningful endpoint with ZYBRESTAT and we believe that these results demonstrate the therapeutic potential of ZYBRESTAT and validate the VDA mechanism. We believe that ZYBRESTAT has the potential to become the first commercialized VDA, and we look forward to working with our collaborators and regulatory authorities to define a path forward in ovarian cancer."
Summary of Financial Results
For the year ended December 31, 2013, OXiGENE reported a net loss of $8.3 million compared to a net loss of $8.1 million for the comparable period in 2012. Additionally, the Company recorded a non-cash deemed dividend of $4.8 million in 2013 related to the preferred stock equity financings completed in April 2013 and September 2013. The non-cash deemed dividend resulted in a net loss attributable to common stockholders of $13.1 million for the year ended December 31, 2013 and a net loss attributable to common stockholders of $4.67 per share.
During the year ended December 31, 2013 the Company successfully raised approximately $9.1 million in net proceeds by issuing stock through its "At the Market" agreement (ATM) and by issuing stock and warrants through two private placements to accredited institutional investors. Additionally, on February 18, 2014, the Company successfully closed a public offering of common stock and warrants, raising $12 million in gross proceeds, or approximately $11.1 million in net proceeds, after deducting placement agents' fees and before other offering expenses. In the February offering, the Company issued 5.9 million shares of common stock and 2.9 million warrants for the purchase of common stock.
At December 31, 2013, OXiGENE had cash and restricted cash of approximately $7 million, compared to approximately $5 million at December 31, 2012. As of February 28, 2014, OXiGENE had cash of approximately $16.2 million, including the proceeds from its recent financing.
Additionally in March 2014, warrants were exercised for the purchase of 3.8 million shares of common stock for net proceeds of $9.3 million through March 17, 2014. Common stock outstanding as of March 17, 2014 was 15,236,069 shares.
Conference Call Today
Members of OXiGENE's management team will review full-year results via a webcast and conference call today, March 18, 2014, at 4:30 p.m. EDT (1:30 p.m. PDT). To listen to a live or an archived version of the audio webcast, please log on to the Company's website, www.oxigene.com. Under the "Investors & Media" tab, select the link to "Events and Presentations." OXiGENE's earnings conference call can also be heard live by dialing (888) 841-3431 in the United States and Canada, and +1 (678) 809-1060 for international callers, five minutes prior to the beginning of the call.
About OXiGENE
OXiGENE is a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer. The Company is focused on developing vascular disrupting agents (VDAs), which are compounds that selectively disrupt abnormal blood vessels associated with solid tumor survival and progression. The Company's lead clinical product candidate, ZYBRESTAT®, is in development as a potential treatment for solid tumors. OXi4503, its second-generation product candidate, is in development for acute myeloid leukemia (AML). 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, which include the timing of advancement, outcomes, data and regulatory guidance relative to our clinical programs and achievement of our business and financing objectives 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 inherent risks of drug development, manufacturing and regulatory review, and the availability of additional financing to continue development of our programs. 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, 2012.
| OXiGENE, Inc. | ||
| Balance Sheet Data | ||
| (Unaudited) | December 31, | |
| 2013 | 2012 | |
| (All amounts in thousands) | ||
| Assets | ||
| Cash and restricted cash | $ 7,005 | $ 4,966 |
| Prepaid expenses | 93 | 135 |
| License agreement | 93 | 191 |
| Other assets | 103 | 155 |
| Total assets | $ 7,294 | $ 5,447 |
| Liabilities and stockholders' equity | ||
| Accounts payable and accrued liabilities | $ 1,251 | $ 901 |
| Total stockholders' equity | 6,043 | 4,546 |
| Total liabilities and stockholders' equity | $ 7,294 | $ 5,447 |
| OXiGENE, Inc. | ||
| Statement of Operations Data | ||
| (Unaudited) | Years ended December 31, | |
| 2013 | 2012 | |
| (All amounts in thousands, except per share data) | ||
| Product revenue | $ 95 | $ 156 |
| Operating Expenses: | ||
| Research and development | 3,636 | 3,523 |
| General and administrative | 4,739 | 4,690 |
| Restructuring | -- | 15 |
| Total operating expenses | 8,375 | 8,228 |
| Loss from Operations | (8,280) | (8,072) |
| Change in fair value of warrants | -- | 6 |
| Investment income | 4 | 12 |
| Other (expense) income, net | (1) | (25) |
| Net loss and comprehensive loss | (8,277) | (8,079) |
| Non-cash deemed dividend to preferred stock | (4,799) | -- |
| Net loss attributable to common stock | $ (13,076) | $ (8,079) |
| Basic and diluted net loss per common share attributable to common stock | $ (4.67) | $ (5.48) |
| Weighted-average number of common shares outstanding | 2,803 | 1,473 |
CONTACT: Investor and Media Contact:
ir@oxigene.com
650-635-7000