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): February 25, 2005

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)	(I.R.S. Employer Identification No.)

230 Third Ave, 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:

¨ Written communication 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 February 25, 2005, OXiGENE Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) The following exhibits are furnished with this report:

Exhibit Number	Description
99.1	Press Release dated February 25, 2005, reporting OXiGENE’s financial results for the fourth quarter and fiscal year ended December 31, 2004.

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: February 25, 2005	/s/ James B. Murphy
	James B. Murphy
	VP & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 25, 2005, reporting OXiGENE’s financial results for the fourth quarter and fiscal year ended December 31, 2004.

EX-99.1

Exhibit 99.1

OXiGENE REPORTS FOURTH-QUARTER AND YEAR-END 2004

FINANCIAL RESULTS

Accomplishments in 2004:

• Initiated two new clinical oncology trials with CA4P; CA4P now studied in seven clinical oncology trials

• Initiated a Phase II trial of CA4P in myopic macular degeneration

• Moved OXiGENE’s ortho-quinone prodrug, OXi4503, into a Phase I trial in oncology

• Strengthened balance sheet by raising over $24 million

• Received composition of matter claims for CA4P, extending patent terms from 2014 to 2021

Waltham, MA, Feb. 25, 2005 — OXiGENE, Inc. (NASDAQ: OXGN, XSSE: OXGN), an emerging pharmaceutical company developing novel small-molecule therapeutics to treat cancer and eye diseases, today reported financial results for the fourth quarter and year ended December 31, 2004.

“From virtually every key vantage point, 2004 was a highly successful and productive year for OXiGENE,” said Fred Driscoll President and CEO of OXiGENE. “We have continued to broaden and advance the clinical development program of CA4P both in oncology and ophthalmology; strengthened our intellectual property portfolio; broadened our pipeline with OXi4503 moving into a Phase I trial in oncology and improved our overall cash position by raising over $24 million in 2004.”

Financial Results

In the fourth quarter of 2004, OXiGENE’s net loss was approximately $2.3 million, or $0.13 per share, compared to a net loss of approximately $1.7 million, or $0.12 per share, in the fourth quarter of 2003. For the twelve-month period ended December 31, 2004, the Company reported a net loss of approximately $10.0 million, or $0.61 per share compared to a net loss of approximately $8.4 million, or $0.63 per share in 2003.

At December 31, 2004, OXiGENE had cash, cash equivalents and marketable securities of approximately $30.5 million compared with approximately $18.9 million (including restricted cash) at December 31, 2003.

Goals for 2005

Mr. Driscoll continued, “We have set highly ambitious goals for 2005 and are working to attain them in order to position the Company to be that much closer to realizing its over arching goal of bringing its product candidates to market.”

The key goals for 2005 are outlined below:

• Update of clinical and preclinical data on CA4P at the American Society for Clinical Oncology (ASCO) and the American Association for Cancer Research (AACR) conferences, respectively

• Secure regulatory clearance to enter into a later-stage, randomized, controlled trial with CA4P combined with carboplatin and paclitaxel in a specific cancer indication

• Secure regulatory clearance to enter into a later-stage, randomized, controlled trial with CA4P and radiotherapy in a specific cancer indication

• Complete the Phase I/II CA4P trial in patients with wet age-related macular degeneration (wAMD)

• Select a means of local ocular administration for VTAs and initiate in vivo evaluation studies

• Enroll the majority of patients in the ongoing Phase II ophthalmology trial with CA4P in patients with myopic macular degeneration (MMD)

• Complete the Phase II CA4P mono-therapy trial in patients with advanced anaplastic thyroid cancer

• Strengthen OXiGENE’s clinical and regulatory capabilities through additional key hires

About OXiGENE, Inc.

OXiGENE is an emerging pharmaceutical 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.

Safe Harbor Statement

Certain statements in this news release concerning OXiGENE’s business are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: receipt of regulatory clearance to enter into later-stage clinical trials of CA4P in specific cancer indications; completion of the Phase I/II CA4P trial in patients with wet age-related macular degeneration; selection of a means of local ocular administration for VTAs and initiation of in vivo evaluation studies; enrollment of the majority of patients in the ongoing Phase II ophthalmology trial with CA4P in patients with myopic macular degeneration; completion of the Phase II CA4P mono-therapy trial in patients with advanced anaplastic thyroid cancer; and strengthening of OXiGENE’s clinical and regulatory capabilities through additional key hires. Any or all of the forward-looking statements in this press release may turn out to be wrong. They can be affected by inaccurate assumptions OXiGENE

might make or by known or unknown risks and uncertainties, including, but not limited to: the early stage of product development; the ability to secure necessary patents; uncertainties as to the future success of ongoing and planned clinical trials; and the unproven safety and efficacy of products under development. Consequently, no forward-looking statement can be guaranteed, and actual results may vary materially. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements are contained in OXiGENE’s reports to the Securities and Exchange Commission, including OXiGENE’s 10-Q, 8-K and 10-K reports. However, OXiGENE undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise.

OXiGENE, Inc.

Condensed Consolidated Balance Sheets

(All amounts in 000’s)

	December 31, 2004		December 31, 2003
Assets
Cash, marketable securities and restricted cash	$	30,502	$	18,936
Licensing agreement		971		1,069
Furniture, fixtures and equipment, net		67		44
Other assets		217		156
Total assets	$	31,757	$	20,205
Liabilities and stockholders’ equity
Accounts payable	$	494	$	1,701
Accrued expenses		2,128		2,034
Total stockholders’ equity		29,135		16,470
Total liabilities and stockholders’ equity	$	31,757	$	20,205

OXiGENE, Inc

Consolidated Statements of Operations

(All amounts in 000’s except per share amounts)

	Three months ended December 31,						Twelve months ended December 31,
	2004			2003			2004			2003
	(Unaudited)						(Audited)
License revenue	$	—		$	10		$	7		$	30
Costs and expenses:
Research and development		1,262			1,430			5,849			3,938
General and administrative		999			1,022			4,540			5,282
Amortization of license agreement		25			27			98			98
Total costs and expenses:		2,286			2,479			10,487			9,318
Operating loss		(2,286	)		(2,469	)		(10,480	)		(9,288	)
Investment income		49			149			470			321
Interest expense		—			(5	)		—			(36	)
Other expense, net		(12	)		636			(14	)		635
Net loss	$	(2,249	)	$	(1,689	)	$	(10,024	)	$	(8,368	)
Basic and diluted net loss per common share	$	(0.13	)	$	(0.12	)	$	(0.61	)	$	(0.63	)
Weighted average number of common shares outstanding		16,667			13,906			16,560			13,184