10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

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 incorporation or organization)	(I.R.S. Employer Identification No.)

701 Gateway Blvd, Suite 210

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 635-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 10, 2014, there were 20,705,514 shares of the Registrant’s Common Stock issued and outstanding.

OXiGENE, INC.

Cautionary Factors that May Affect Future Results

This report contains “forward-looking statements,” which give management’s current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “could,” “continue,” “contemplate,” “estimate,” “expect,” “will,” “may,” “project,” “potential,” “plan,” “believe,” “seek,” “likely,” “strategy,” “goal” and other words and terms of similar meaning. These include statements, among others, relating to the sufficiency of our financial resources, our planned future actions, our clinical trial plans, our research and development plans and expected outcomes, our products under development, our intellectual property position, our plans with respect to funding operations, projected expense levels, and the outcome of contingencies.

Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially from those set forth in forward-looking statements. The uncertainties that may cause differences include, but are not limited to: the Company’s need for additional funds to finance its operations, the Company’s history of losses, anticipated continuing losses and uncertainty of future financing; the early stage of product development; uncertainties as to the future success of ongoing and planned clinical trials and product development; the unproven safety and efficacy of products under development; the sufficiency of the Company’s existing capital resources; the Company’s dependence on others for much of the clinical development of its product candidates under development, as well as for obtaining regulatory approvals and conducting manufacturing and marketing of any product candidates that might successfully reach the end of the development process; the impact of government regulations, health care reform and managed care; competition from other companies and other institutions pursuing the same, alternative or superior technologies; the risk of technological obsolescence; uncertainties related to the Company’s ability to obtain adequate patent and other intellectual property protection for its proprietary technology and product candidates; dependence on officers, directors and other individuals; and risks related to product liability exposure.

We will not update forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. You are advised to consult any further disclosures we make in our reports to the Securities and Exchange Commission, including our reports on Form 10-Q, 8-K and 10-K. Our filings list various important factors that could cause actual results to differ materially from expected results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

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INDEX

	Page No.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements		4
Condensed Balance Sheets		4
Condensed Statements of Comprehensive Loss		5
Condensed Statements of Cash Flows		6
Notes to Condensed Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3. Quantitative and Qualitative Disclosures about Market Risk		20
Item 4. Controls and Procedures		20
PART II—OTHER INFORMATION
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		20
Item 4. Mine Safety Disclosures		20
Item 5. Other Information		20
Item 6. Exhibits		21
SIGNATURES		22

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

OXiGENE, Inc.

Condensed Balance Sheets

(All amounts in thousands, except per share data)

(Unaudited)

	September 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash	$	32,887		$	7,005
Prepaid expenses		279			93
Other current assets		1			67
Total current assets		33,167			7,165
Property and equipment, net of accumulated depreciation of $238 and $268 at September 30, 2014 and December 31, 2013, respectively		30			36
License agreements, net of accumulated amortization of $1,476 and $1,406 at September 30, 2014 and December 31, 2013, respectively		23			93
Other assets		33			—
Total assets	$	33,253		$	7,294
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	365		$	476
Accrued compensation and benefits		811			116
Accrued research and development		212			317
Accrued other		286			342
Total current liabilities		1,674			1,251
Commitments and contingencies
Stockholders’ equity
Preferred stock, $.01 par value, 15,000 shares authorized; No shares issued and outstanding		—			—
Common stock, $.01 par value, 70,000 shares authorized; 20,706 and 5,586 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		207			56
Additional paid-in capital		279,889			244,495
Accumulated deficit		(248,517	)		(238,508	)
Total stockholders’ equity		31,579			6,043
Total liabilities and stockholders’ equity	$	33,253		$	7,294

See accompanying notes.

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OXiGENE, Inc.

Condensed Statements of Comprehensive Loss

(All amounts in thousands, except per share data)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Product revenues	$	—		$	95		$	—		$	95
Operating expenses:
Research and development		2,240			1,165			5,798			2,514
General and administrative		1,213			1,577			4,207			3,764
Total operating expenses		3,453			2,742			10,005			6,278
Loss from operations		(3,453	)		(2,647	)		(10,005	)		(6,183	)
Investment income		2			1			4			3
Other (expense) income, net		1			—			(8	)		—
Net loss and comprehensive loss		(3,450	)		(2,646	)		(10,009	)		(6,180	)
Non-cash deemed dividend to preferred stock		—			(2,318	)		—			(4,799	)
Net loss attributable to common stock	$	(3,450	)	$	(4,964	)	$	(10,009	)	$	(10,979	)
Basic and diluted net loss per share attributable to common stock	$	(0.17	)	$	(1.88	)	$	(0.64	)	$	(4.84	)
Weighted-average number of common shares outstanding		20,705			2,640			15,716			2,268

See accompanying notes.

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OXiGENE, Inc.

Condensed Statements of Cash Flows

(All amounts in thousands)

(Unaudited)

	Nine months ended September 30,
	2014			2013
Operating activities:
Net loss	$	(10,009	)	$	(6,180	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		12			8
Amortization of license agreement		70			73
Stock-based compensation		352			638
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(153	)		(24	)
Accounts payable and accrued expenses		423			614
Net cash used in operating activities		(9,305	)		(4,871	)
Investing activities:
Purchases of furniture, fixtures, equipment and other assets		(6	)		—
Net cash used in investing activities		(6	)		—
Financing activities:
Proceeds from issuance of preferred stock, net of issuance costs		—			6,334
Proceeds from issuance of common stock, net of issuance costs		25,681			1,936
Proceeds from exercise of warrants into common stock, net of issuance costs		9,512			432
Net cash provided by financing activities		35,193			8,702
Increase in cash and cash equivalents		25,882			3,831
Cash at beginning of period		7,005			4,946
Cash at end of period	$	32,887		$	8,777
Non-Cash investing and financing activities:
Conversion of preferred stock to common stock	$	—		$	2,198
Non-cash deemed dividend to preferred stock	$	—		$	4,799

See accompanying notes.

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OXiGENE, Inc.

Notes to Condensed Financial Statements

September 30, 2014

(Unaudited)

1. Summary of Significant Accounting Policies

Description of Business

OXiGENE, Inc. (“OXiGENE” or the “Company”), is incorporated in the state of Delaware, and is a clinical-stage, biopharmaceutical company developing novel therapeutics primarily to treat cancer. The Company’s major focus is developing vascular disrupting agents (“VDAs”) that selectively disrupt abnormal blood vessels associated with solid tumor progression. The Company is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients. The Company has two VDA drug candidates currently being tested in clinical trials, fosbretabulin tromethamine and OXi4503.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They have been prepared on a basis which assumes that OXiGENE will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, however, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Annual Report on Form 10-K for the Company for the year ended December 31, 2013.

Capital Resources

The Company has experienced net losses every year since inception and, as of September 30, 2014, had an accumulated deficit of approximately $248,517,000. The Company expects to incur significant additional operating losses over the next several years, principally as a result of the Company’s clinical trials and anticipated research and development expenditures. The principal source of the Company’s working capital to date has been the proceeds of private and public equity financings, the exercise of warrants and, to a lesser extent, the exercise of stock options. The Company currently has no recurring material amount of income. As of September 30, 2014, the Company had approximately $32,887,000 in cash. Based on the Company’s ongoing programs, planned new programs and operations, the Company expects its existing cash to support its operations through approximately the end of 2016.

Significant Accounting Policies

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

2. Stockholders’ Equity — Common and Preferred Shares

Registered Offering of Common Stock and Private Placement of Warrants

On May 28, 2014, the Company closed a financing in which it raised approximately $16,000,000 in gross proceeds or approximately $14,822,000 in net proceeds, after deducting placement agents’ fees and other offering expenses. Investors purchased shares of the Company’s common stock, at a price per share of $2.9625. For each share of common stock purchased, investors received one share of common stock and 0.5 of an unregistered warrant to purchase a share of the Company’s common stock. A total of 5,400,847 shares of common stock were issued and warrants for the purchase of 2,700,424 shares of common stock were issued. The warrants were exercisable immediately after issuance, have a five-year and three-month term, and an exercise price of $2.90 per share. Also, in connection with the offering, the Company issued to its placement agent and related persons warrants to purchase 216,033 shares of the Company’s common stock. The warrants issued to the placement agent and related persons were exercisable immediately after issuance, have an exercise price of $3.7031 per share and terminate on June 14, 2017. The shares of common stock underlying the warrants issued to investors and the placement agent and related persons were subsequently registered pursuant to a registration statement that became effective on June 16, 2014.

The warrants contain limitations that prevent each holder of warrants from acquiring shares upon exercise of the warrants that would cause the number of shares beneficially owned by it and its affiliates to exceed 4.99% of the total number of shares of the Company’s common stock

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then issued and outstanding, provided that, upon prior notice to the Company, a holder may increase or decrease this limitation provided any increase does not exceed 9.99% of the total number of shares of our common stock then issued and outstanding. In addition, upon certain changes in control of the Company, each holder of a warrant can elect to receive, subject to certain limitations and assumptions, securities in a successor entity. None of the warrants issued on May 28, 2014 were exercised during the nine months ended September 30, 2014.

Public Offering of Common Stock and Warrants

On February 18, 2014, the Company closed a registered public offering of units of common stock and warrants, in which the Company raised approximately $12,000,000 in gross proceeds or approximately $10,860,000 in net proceeds, after deducting placement agents’ fees and other offering expenses. Investors purchased units, at a price per unit of $2.05, which consisted of one share of common stock and 0.5 of a warrant to purchase a share of the Company’s common stock. A total of 5,853,657 shares of common stock were issued and warrants for the purchase of 2,926,829 shares of common stock were issued. The warrants were exercisable immediately after issuance, have a five-year term and an exercise price of $2.75 per share. Also, in connection with the offering, the Company issued to its placement agent and related persons warrants to purchase 292,682 shares of the Company’s common stock, which were exercisable immediately after issuance, have a five-year term and an exercise price of $2.56 per share.

The warrants issued to the investors and the placement agent and related persons contain limitations that prevent each holder of the warrants from acquiring shares upon exercise of the warrants that would result in the number of shares beneficially owned by it and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. In addition, upon certain changes in control of the Company, each holder of a warrant can elect to receive, subject to certain limitations and assumptions, securities in a successor entity.

During the nine months ended September 30, 2014, the investors in the February 2014 public offering exercised 1,054,625 warrants for the purchase of 1,054,625 shares of the Company’s common stock for net proceeds of approximately $2,900,000.

Private Placements of Preferred Shares and Warrants

April 2013 Private Placement

On April 16, 2013, the Company closed an offering pursuant to the terms of a private placement agreement, in which the Company raised $5,000,000 in gross proceeds, or approximately $4,192,000 in net proceeds after deducting placement agents’ fees and other offering expenses, in a private placement of 5,000 shares of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”). Subject to certain ownership limitations, shares of Series A Preferred Stock were convertible, at the option of the holder thereof, into an aggregate of up to 1,377,412 shares of the Company’s common stock. The Series A Preferred Stock was not redeemable or contingently redeemable, did not have a dividend right, nor did it have any preferences over the common stock, including any preferential liquidation rights.

During the year ended December 31, 2013, the investors in the private placement converted 2,198 shares of Series A Preferred Stock into 605,422 shares of the Company’s common stock. In connection with the September 2013 private placement described below, the Company agreed to redeem 2,802 shares of Series A Preferred Stock that remained outstanding as of that date, which had a redemption value of approximately $2,802,000, and therefore no shares of Series A Preferred Stock remain outstanding as of December 31, 2013. See below under September 2013 Private Placement.

Also included in the April 16, 2013 offering were warrants to purchase common stock, as follows:

(A) Warrants to purchase 1,377,412 shares of the Company’s common stock, which were exercisable immediately after issuance, have a five-year term and a per share exercise price of $3.40 (the “Series A Warrants”); and

(B) Warrants to purchase 1,377,412 shares of the Company’s common stock, which were exercisable immediately after issuance, have a two-year term and a per share exercise price of $3.40 (the “Series B Warrants”).

At the closing on April 16, 2013, the Company also issued to its placement agent and related persons Series A Warrants to purchase 82,645 shares of the Company’s common stock.

During the year ended December 31, 2013, the investors in the April 2013 private placement exercised 270,390 Series B Warrants for the purchase of 270,390 shares of the Company’s common stock for net proceeds of approximately $864,000. During the nine months ended September 30, 2014, the investors in the April 2013 private placement exercised 350,000 Series B Warrants into 350,000 shares of the Company’s common stock for net proceeds of approximately $1,119,000.

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The Series A Preferred Stock issued in the offering had a beneficial conversion feature and, as a result, the Company recognized approximately $2.48 million as a non-cash deemed dividend in the quarter ended June 30, 2013. In order to calculate the amount of the deemed dividend, the Company estimated the relative fair value of the Series A Preferred Stock, the Series A Warrants and the Series B Warrants issued in order to determine the amount of the beneficial conversion feature present in the Series A Preferred Stock. The Series A Preferred Stock was valued using Level 2 inputs by reference to the market value of the Company’s common stock into which the Series A Preferred Stock is convertible. The Series A Warrants and Series B Warrants granted were valued using the Black-Scholes valuation model and the following Level 3 input assumptions:

Weighted Average Assumptions
	April 2013 Private Placement Series A Warrants			April 2013 Private Placement Series B Warrants
Risk-free interest rate		0.24	%		0.24	%
Expected life (years)		2.3			1.9
Expected volatility		87	%		87	%
Dividend yield		0.00	%		0.00	%

September 2013 Private Placement

On September 23, 2013, the Company closed an offering pursuant to the terms of a private placement agreement, in which the Company raised $5,800,000 in gross proceeds, or approximately $4,905,000 in net proceeds after deducting placement agents’ fees and other offering expenses, in a private placement of 5,800 shares of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”). The Company used the proceeds of this offering in part to redeem the remaining outstanding balance of 2,802 shares of the Series A Preferred Stock, issued in April 2013, for a redemption value of approximately $2,802,000. After further deducting the amount to redeem the outstanding shares of Series A Preferred Stock, the net proceeds of this offering were approximately $2,103,000.

Subject to certain ownership limitations, shares of Series B Preferred Stock were convertible, at the option of the holder thereof, into an aggregate of up to 2,452,431 shares of the Company’s common stock. The Series B Preferred Stock was not redeemable or contingently redeemable, did not have a preferential dividend right, nor did it have any preferences over the common stock, including liquidation rights.

The investors in the private placement converted all of the 5,800 shares of Series B Preferred Stock into 2,452,431 shares of our common stock during the year ended December 31, 2013 and therefore no shares of Series B Preferred Stock remain outstanding as of December 31, 2013.

Also included in the offering were warrants to purchase 2,452,431 shares of the Company’s common stock, which were exercisable immediately after issuance, have a five-year term and a per share exercise price of $2.24.

At the closing, the Company also issued to its placement agent and related persons warrants to purchase 147,145 shares of the Company’s common stock, which are exercisable immediately after issuance, have a five-year term and a per share exercise price of $2.80.

During the nine months ended September 30, 2014, the investors in the September 2013 private placement exercised 2,452,431 warrants for the purchase of 2,452,431 shares of the Company’s common stock for net proceeds of approximately $5,493,000. As of September 30, 2014, no five-year term warrants issued to investors in the September 2013 private placement remain outstanding.

As a result of the Company’s redemption of the outstanding balance of the Series A Preferred Stock, the excess of the fair value of the consideration transferred to the holders of the Series B Preferred Stock over the carrying amount of the Series A Preferred Stock in the Company’s balance sheet (net of issuance costs) was treated as a non-cash deemed dividend to the shareholders of the Series B Preferred Stock. The Company recognized approximately $2.31 million as a non-cash deemed dividend in the quarter ended September 30, 2013. In order to calculate the amount of the deemed dividend, the Company first calculated the amount of the consideration transferred to the holders of the Series B Preferred Stock which included the cash used to redeem the Series A Preferred Stock, and the estimated value of the Series B Preferred Stock and warrants. The Series B Preferred Stock was valued using Level 2 inputs by reference to the market value of the Company’s common stock into which the Series B Preferred Stock is convertible. The warrants granted were valued using the Black-Scholes valuation model and the following Level 3 input assumptions:

Weighted Average Assumptions
	September 2013
	Private Placement Warrants
Risk-free interest rate		0.24	%
Expected life (years)		1.9
Expected volatility		79	%
Dividend yield		0.00	%

At The Market Agreement and Purchase Agreement for the sale of common stock

On July 21, 2010, the Company entered into an “at the market” equity offering sales agreement (the “ATM Agreement”) with MLV & Co. LLC ( “MLV”), pursuant to which the Company may issue and sell shares of its common stock from time to time through MLV acting as sales agent and underwriter. The Company is limited as to how many shares it can sell under the ATM Agreement due to SEC limitations on the number of shares issuable pursuant to a Form S-3 registration statement in a primary offering by smaller reporting companies such as the

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Company. Further, the Company is restricted from using this facility until December 2014 pursuant to the terms of the securities purchase agreement entered into with the purchasers in the May 2014 financing. The Company may be able to sell more shares under this agreement over the next twelve months depending on several factors including the Company’s stock price, number of shares outstanding, and when the sales occur.

In connection with the ATM Agreement, the Company issued approximately 422,000 shares of common stock for proceeds of approximately $1,936,000 net of issuance costs, during the nine months ended September 30, 2013 and issued no shares of common stock under this agreement during the nine months ended September 30, 2014.

In November 2011, the Company entered into a purchase agreement (the “LPC Purchase Agreement”) for the sale, from time to time, of up to $20,000,000 (with a remaining balance of $17,400,000) of its common stock to Lincoln Park Capital Fund, LLC (“LPC”), which expires on January 11, 2015. The Company can only sell shares under this arrangement if it maintains a minimum stock price of $6.00, and the Company is restricted from using this facility until December 2014 pursuant to the terms of the securities purchase agreement entered into with the purchasers in the May 2014 financing. Accordingly, the facility is not available to the Company at this time.

Warrants

The following is a summary of the Company’s outstanding common stock warrants as of September 30, 2014 and December 31, 2013:

					Number of Warrants outstanding as of:
	Date of		Exercise		(In thousands)
Warrants Issued in Connection with:	Issuance		Price		September 30, 2014		December 31, 2013
Direct Registration Series I Warrants		07/20/09	$	504.00		—		12
Private Placement Series A Warrants		04/16/13	$	3.40		1,460		1,460
Private Placement Series B Warrants		04/16/13	$	3.40		757		1,107
2013 Private Placement Warrants		09/23/13	$	2.24		—		2,452
2013 Private Placement Warrants		09/23/13	$	2.80		147		147
2014 Public Offering Warrants		02/18/14	$	2.75		1,872		—
2014 Public Offering Warrants		02/18/14	$	2.56		293		—
2014 Private Placement Warrants		05/28/14	$	2.90		2,700		—
2014 Private Placement Warrants		05/28/14	$	3.70		216		—
Total Warrants Outstanding						7,445		5,178

The Direct Registration Series I Warrants, issued by the Company on July 20, 2009, had a five-year term and expired unexercised on July 20, 2014.

Options

The Company’s 2005 Stock Plan, as amended (the “2005 Plan”) provides for the award of options, restricted stock and stock appreciation rights to acquire up to 833,333 shares of the Company’s common stock in the aggregate. Currently, the 2005 Plan allows for awards of up to 200,000 shares that may be granted to any one participant in any fiscal year. For options subject to graded vesting, the Company elected the straight-line method of expensing these awards over the service period.

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The following is a summary of the Company’s stock option activity under its 2005 Plan for the nine months ended September 30, 2014:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(Years)		(In thousands)
Options outstanding at December 31, 2013		192		$	12.54		7.61
Granted		491		$	2.73
Forfeited and expired		(41	)	$	33.40
Options outstanding at September 30, 2014		642		$	3.72		8.67	$	—
Options exercisable at September 30, 2014		229		$	4.60		7.26	$	—
Options vested or expected to vest at September 30, 2014		539		$	3.81		8.52	$	—

As of September 30, 2014 there was approximately $546,000 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over a weighted average period of approximately 3 years.

The fair values for the stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the nine months ended September 30, 2014:

Weighted Average Assumptions
Risk-free interest rate	1.57	%
Expected life (years)	4
Expected volatility	101	%
Dividend yield	0.00	%

3. Net Loss Per Share

Basic and diluted net loss per share was calculated by dividing the net loss per share attributed to the Company’s common shares by the weighted-average number of common shares outstanding. Diluted net loss per share includes the effect of all dilutive, potentially issuable common equivalent shares as defined using the treasury stock method. All of the Company’s common stock equivalents are anti-dilutive due to the Company’s net loss position for all periods presented. Accordingly, common stock equivalents of approximately 642,000 stock options and 7,445,000 warrants at September 30, 2014 and 5,800 shares of preferred stock convertible into 2,452,431 shares of common stock, 205,000 stock options and 5,313,000 warrants at September 30, 2013, were excluded from the calculation of weighted average shares for diluted net loss per share.

4. Commitments and Contingencies

Facility Lease

The Company has a lease for its current facility in South San Francisco, California, which was amended in April 2014 to extend the term to June 30, 2019. The future minimum lease payments under the lease, as amended, are as follows:

	Amount (In thousands)
2014 (remaining 3 months)	$	33
2015		202
2016		209
2017		215
2018		221
Thereafter		112
Total lease obligations	$	992

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Clinical Research Organization and Manufacturing Commitments

As of September 30, 2014, the Company has a balance of unapplied purchase orders for expenditures related to clinical research activities and outsourced drug manufacturing of approximately $2,547,000, of which approximately $151,000 was estimated and accrued at September 30, 2014 for services performed, leaving approximately $2,396,000 to be incurred. Of the $2,396,000 to be incurred, the Company expects to incur approximately $866,000 during the remainder of 2014, of which approximately $215,000 is committed under non-cancelable contracts.

5. Employee Severance

During the nine months ended September 30, 2014 the Company recorded a charge in general and administrative expense and a related liability in accrued compensation and benefits of $435,000, related to an officer separation agreement. As of September 30, 2014, the Company had a remaining liability balance under this agreement of approximately $282,000 which is payable over the period ending May 2015.

6. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). The Company is currently in the process of evaluating this new guidance. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations as of September 30, 2014 and for the three and nine month periods then ended should be read in conjunction with the sections of our audited consolidated financial statements and notes thereto, as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included in our Annual Report on Form 10-K for the year ended December 31, 2013, and also with the unaudited condensed financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Update on Strategy and Status of fosbretabulin tromethamine Development Program

Our lead compound, fosbretabulin tromethamine, is a reversible tubulin binding agent that selectively targets the endothelial cells that make up the blood vessel walls in most solid tumors and causes them to swell, obstructing the flow of blood and starving the tumor of vital nutrients including oxygen. This deprivation, also known as tumor hypoxia, results in rapid downstream tumor cell death.

Ovarian Cancer

Our current clinical development plan in ovarian cancer is as follows:

Fosbretabulin tromethamine in combination with AVASTIN® (bevacizumab) — Completed Phase 2 Trial

Genentech / Roche’s AVASTIN® (bevacizumab) is an anti-vascular endothelial growth factor (VEGF) monoclonal antibody. We believe that using fosbretabulin tromethamine in combination with AVASTIN® (bevacizumab) may provide a clinically active yet potentially better tolerated alternative to the current standard of care, cytotoxic chemotherapy, for relapsed ovarian cancer.

In November 2014, the positive study results from the Phase 2 GOG 186I clinical trial were presented at the 15^th Biennial International Gynecologic Cancer Society (IGCS) conference in Melbourne, Australia. The GOG 186I clinical trial was conducted by the Gynecologic Oncology Group (GOG), now part of NRG Oncology, under the sponsorship of the Cancer Therapy Evaluation Program (CTEP) of the National Cancer Institute and was a randomized, two-arm Phase 2 trial evaluating AVASTIN® (bevacizumab) alone, as compared to AVASTIN® (bevacizumab) plus fosbretabulin tromethamine, in patients with recurrent ovarian cancer. The trial enrolled 107 patients with both platinum-sensitive and platinum-resistant recurrent ovarian cancer at 67 clinical sites in the United States. The results indicated a statistically significant increase in progression-free survival (PFS) with the combination, the primary endpoint of the trial, with a p-value of 0.049. The hazard ratio was 0.685 with a 90% 2-sided confidence interval (CI) of 0.47 ~1.00. Median PFS was 7.3 months for bevacizumab plus fosbretabulin (n=54) compared to 4.8 months with bevacizumab (n= 53). Patients in both arms were treated until disease progression or adverse effects prohibited further therapy.

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In a post-hoc subgroup analysis presented at the IGCS conference, data showed that patients who were platinum-resistant also had a statistically significant improvement in PFS with the combination. Among the 27 patients who were platinum-resistant, median PFS was 6.7 months for those receiving bevacizumab and fosbretabulin compared to 3.4 months for those receiving bevacizumab alone with a p-value of 0.01. The hazard ratio was 0.57. Although the subgroup included a relatively small number of patients, these findings suggest that adding fosbretabulin to bevacizumab has a potentially greater effect in this difficult-to-treat patient group than for platinum-sensitive patients. Also in the post-hoc subgroup analysis, among the 80 patients who were platinum-sensitive, while not statistically significant, median PFS was 7.6 months for those receiving bevacizumab and fosbretabulin compared to 6.1 months for those receiving bevacizumab alone, with a p-value of 0.139 and a hazard ratio of 0.67.

In the study, patients with measurable disease who received the combination of fosbretabulin and bevacizumab also achieved a higher objective response rate (ORR), a secondary endpoint in the study, measured according to RECIST criteria. Although not a statistically significant result, patients receiving the combination had an ORR of 35.7 percent (n=42; CI 90% 23.5 ~ 49.5%) compared to 28.2 percent for patients on bevacizumab alone (n=39; CI 90% 16.7 ~ 42.3%). In the small subgroup of platinum-resistant patients, the addition of fosbretabulin to bevacizumab treatment increased ORR to 40.0 (n=10) percent compared to 12.5 percent (n=8) for bevacizumab alone.

Additional secondary endpoints in the study included safety and overall survival. All adverse events in the study were manageable, with one Grade 4 event occurring in each treatment arm. Consistent with prior clinical experience with fosbretabulin, patients in the combination arm experienced an increased incidence of Grade 3 hypertension compared to the control arm (10 cases for bevacizumab as compared to 17 for the combination). One patient on the combination regimen had a Grade 3 thromboembolic event. All cases of hypertension were managed with antihypertensive treatments, as specified in the study protocol.

Patients continue to be followed for overall survival (OS). A preliminary analysis of 33 events did not demonstrate a statistically significant difference in OS between the study arms. However, we believe that the OS data currently available is not sufficiently mature to yield any definitive conclusions. Further analysis of this secondary endpoint will be conducted as the data matures.

AVASTIN® (bevacizumab) is currently FDA-approved for the treatment of a variety of solid tumor indications, but the approvals currently do not include ovarian cancer. We understand that the FDA has accepted Genentech’s supplemental Biologics License Application (sBLA) and granted Priority Review for Avastin® (bevacizumab) plus chemotherapy for the treatment of women with recurrent platinum-resistant ovarian cancer, based on data from the Phase III AURELIA trial, with an FDA action date of November 19, 2014.

AVASTIN® (bevacizumab) is approved in the EU in combination with different chemotherapy regimens for platinum resistant and platinum sensitive ovarian cancer.

Fosbretabulin tromethamine in combination with AVASTIN® (bevacizumab) – Potential Future Development

In light of the results from the GOG-0186I trial, which demonstrated a statistically significant increase in progression-free survival from the combination of AVASTIN® (bevacizumab) plus fosbretabulin tromethamine as compared to AVASTIN® (bevacizumab) alone, we are currently evaluating the potential development pathway for fosbretabulin tromethamine in ovarian cancer. The subgroup analysis in platinum-resistant patients suggests that adding fosbretabulin to bevacizumab has a potentially greater effect in this difficult-to-treat patient group than for platinum-sensitive patients and therefore we currently plan to focus our potential development pathway on platinum-resistant ovarian cancer patients. We are also conducting discussions regarding our development pathway in ovarian cancer with leading experts in this indication and anticipate discussions with regulatory agencies in the first half of 2015 to determine a possible path forward for fosbretabulin in platinum-resistant ovarian cancer.

Fosbretabulin tromethamine in combination with VOTRIENT® (pazopanib)

GlaxoSmithKline (GSK)’s VOTRIENT® (pazopanib) is an anti-angiogenic oral tyrosine kinase inhibitor that is currently FDA-approved for the treatment of renal cell carcinoma (RCC) and soft tissue sarcoma (STS), with compelling early clinical data in the treatment of relapsed ovarian cancer. We believe that using fosbretabulin tromethamine in combination with VOTRIENT® (pazopanib) may provide a clinically active yet potentially better tolerated alternative to the current standard of care, cytotoxic chemotherapy, for relapsed ovarian cancer.

        In October 2014, the first patient was enrolled in a Phase 1b/2 trial of VOTRIENT® (pazopanib) with and without fosbretabulin tromethamine, in advanced recurrent ovarian cancer. The study is sponsored by The Christie Hospital NHS Foundation Trust and coordinated by the Manchester Academic Health Science Centre, Trials Coordination Unit (MAHSC-CTU) with additional support from The University of Manchester, the Royal Marsden NHS Foundation Trust and Mount Vernon Cancer Centre (part of the East and North Hertfordshire NHS Trust). The trial design consists of a Phase 1 dose escalation portion with the combination of VOTRIENT® (pazopanib) and fosbretabulin tromethamine and a randomized Phase 2 portion comparing VOTRIENT ® (pazopanib) alone versus VOTRIENT® (pazopanib) plus fosbretabulin tromethamine in patients with relapsed ovarian cancer. The study is estimated to enroll approximately 128 patients at sites in the U.K. The primary endpoint of the trial is progression-free survival, and secondary endpoints include safety, overall survival, objective response rate, and CA125 response rate.

As in the combination therapy trial of fosbretabulin tromethamine with AVASTIN® (bevacizumab), which was sponsored and substantially funded by the National Cancer Institute, we believe that the cooperative relationship among the participants in this trial, with VOTRIENT® supplied by GSK and fosbretabulin tromethamine supplied by us, will help offset our costs associated with this trial. We will incur limited costs required by the NHS and the participating institutions for the duration of this trial and the costs of supplying fosbretabulin tromethamine for the trial.

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Gastrointestinal Neuroendocrine Tumors

In September 2014, we enrolled the first patient in a Phase 2 monotherapy clinical trial of fosbretabulin tromethamine in patients with recurrent gastrointestinal neuroendocrine tumors (GI-NETs) with elevated biomarkers. This trial is designed to enroll 20 GI-NET patients with increased biomarker levels. The primary endpoint of the trial is a reduction in biomarkers and secondary endpoints include symptom control and changes in quality of life as assessed by validated measures.

Carcinoid syndrome occurs in a sub-population of patients with neuroendocrine tumors who display an array of symptoms, such as flushing, diarrhea and, less frequently, bronchoconstriction and heart failure. These symptoms occur secondary to GI-NETs in approximately 5% of patients. These symptoms are caused by overproduction of biologically active substances such as serotonin and kallikrein, which are released directly into systemic circulation, bypassing hepatic degradation. While drug treatment with somatostatin analogues, such as Sandostatin®, helps to control the symptoms of carcinoid syndrome, patients who are or become unresponsive to somatostatin have limited therapeutic options, and we believe that treatment with fosbretabulin tromethamine, resulting in vascular shutdown and tumor necrosis, may improve outcomes for these patients. Approximately 14,000 people in the United States are diagnosed with carcinoid tumors each year.

A preclinical study of fosbretabulin tromethamine in a transgenic mouse model of pancreatic neuroendocrine tumors (PNETs) was presented at the AACR-NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics, Boston, MA, in a poster session on October 20, 2013. This placebo-controlled preclinical study was designed to evaluate the activity of systemic administration of fosbretabulin tromethamine for the treatment of functional insulinomas in a transgenic mouse model of PNETs. PNETs are highly vascularized tumors which originate in the pancreas. Functional PNETs make hormones that can cause a cascade of disease symptoms, resulting in significant morbidity for the patient. An insulinoma is a PNET that causes the over-secretion of the hormone insulin.

The animals in the treatment group received fosbretabulin tromethamine three times per week for four weeks, and the animals in the control group received a placebo at the same schedule. After four weeks, tumor size, serum insulin levels and other efficacy parameters, including apoptosis (cell death), cell proliferation and effects on tumor vasculature, were assessed. Treatment with fosbretabulin tromethamine in this animal model resulted in a significant and sustained decrease in circulating insulin of more than 90% over four weeks following a single dose of fosbretabulin tromethamine and was accompanied by a significantly reduced tumor size of greater than 80% in the treated group compared to the placebo treated group. Treatment with fosbretabulin tromethamine was shown to be well tolerated, with no obvious toxicity and was shown to disrupt tumor vasculature, induce apoptosis and inhibit tumor cell proliferation.

Anaplastic Thyroid Cancer, or ATC

At this time our main focus with fosbretabulin tromethamine is pursuing our programs in ovarian cancer and GI-NETs. While we have had discussions with the European regulatory agencies regarding the potential to submit a special marketing approval (MAA) in the European Union for ATC under the exceptional circumstances pathway, and have received useful feedback, given our current priorities and resources, we have decided not to actively pursue such a filing at this time. Although this pathway continues to remain open to us, our near term priorities are focused on our development programs in ovarian cancer and completing our Phase 2 program in GI-NETs.

Ophthalmic Indications

In addition to developing fosbretabulin tromethamine as an intravenously administered therapy for a number of solid tumor indications, we believe that fosbretabulin tromethamine may also be useful as a therapy for a variety of ophthalmological diseases and conditions such as wet age-related macular degeneration (AMD) and diabetic retinopathy. These diseases, many of which are currently treated with anti-vascular endothelial growth factor (VEGF) therapies, are characterized by abnormal blood vessel growth within the eye that result in loss of vision. While we continue to seek partnership or licensing opportunities that will allow this program to continue, we are not actively pursuing development in this area at this time.

Update on Strategy and Status of OXi4503 Development Program

In addition to pursuing development of fosbretabulin tromethamine, we are also pursuing the development of a second product candidate, OXi4503, a novel, dual-mechanism VDA, which not only has been shown to reduce tumor blood flow but which also forms an antiproliferative metabolite.

We believe that this dual mechanism differentiates OXi4503 from other VDAs and may result in enhanced anti-tumor activity in certain tumor types as compared with other VDA drug candidates. Based on preclinical data, we believe that OXi4503 may be particularly active in hepatocellular carcinoma, melanoma, and leukemias of the myeloid lineage, all of which have relatively high levels of the enzymes that facilitate the conversion of OXi4503 into a chemical that directly kills tumor cells. Similar to fosbretabulin tromethamine, OXi4503 has shown potent anti-tumor activity in preclinical studies of solid tumors and acute myelogenous leukemia, and in two clinical studies in advanced solid tumors and liver tumors, both as a single agent and in combination with other antiproliferative agents.

Acute Myelogenous Leukemia, or AML

We continue to support the ongoing investigator-sponsored Phase 1 trial of OXi4503 in patients with acute myelogenous leukemia, or AML, or with myelodysplastic syndrome, or MDS, a disorder of the normal blood formation process, being conducted at the University of Florida and with support by The Leukemia & Lymphoma Society’s Therapy Acceleration Program.

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This open-label, dose-escalating study for the treatment of up to 36 patients will evaluate the safety profile, maximum tolerated dose and biologic activity of OXi4503 in these patients. New patients are continuing to be enrolled in this study. As of November 10, 2014, 16 patients have been enrolled into this study, and a maximum tolerated dose has not been observed. Among the patients treated to date, two patients have shown stable disease, one patient had a partial remission and one patient achieved a complete bone marrow response. Based on these results, an expansion of the study to a second clinical site is being explored, with the goal of increasing the rate of enrollment in the trial. Side effects included increases in D-dimer, which is a substance in the blood that is released when a blood clot breaks up, bone pain, fever, chills and flu-like symptoms. Accordingly, OXi4503 appears to be well tolerated based on these results to date in patients with relapsed and refractory AML and MDS. Biological activity associated with OXi4503 includes temporary increases in D-dimer, which may be related to anti-leukemic activity of the drug. It is estimated that an additional 12 to 15 patients will be required to establish a maximum tolerated dose.

Financial Resources

We have experienced net losses every year since our inception and, as of September 30, 2014, had an accumulated deficit of approximately $248,517,000. We expect to incur significant additional operating losses over the next several years, principally as a result of our plans to develop and commercialize fosbretabulin tromethamine for the treatment of ovarian cancer and neuroendocrine tumors, continuing and new clinical trials and anticipated research and development expenditures. The principal source of our working capital to date has been the proceeds of private and public equity financings, the exercise of warrants and to a lesser extent the exercise of stock options. We currently have no recurring material amount of income. As of September 30, 2014, we had approximately $32,887,000 in cash.

Currently, we have two potential vehicles for raising additional capital which are not available to us at this time. We have an “at the market” equity offering sales agreement, or the ATM Agreement, with MLV & Co. LLC, or MLV, pursuant to which we may issue and sell shares of our common stock from time to time through MLV who will act as our sales agent and underwriter. We are limited as to how many shares we can sell under the ATM Agreement due to limitations imposed by the Securities and Exchange Commission, or the SEC, on the number of shares issuable pursuant to a Form S-3 registration statement in a primary offering by smaller reporting companies such as us. We are also restricted from making sales under this agreement until December 2014 due to provisions of the securities purchase agreement we entered into with the purchasers in the May 2014 financing. After December 2014, we may be able to sell more shares under this agreement over the following twelve months depending on several factors including our stock price, the number of shares of our common stock outstanding as well as the timing of the occurrence of the sales. Additionally, subject to a minimum purchase price of $6.00 per share and other conditions of the arrangement, we may sell up to a total of $20,000,000 (with a remaining balance of $17,400,000) of our common stock to Lincoln Park Capital Fund, LLC, or LPC, pursuant to a stock purchase agreement which expires on January 11, 2015. We do not intend to seek an extension of the expiration date of this agreement. We are restricted from using this facility until December 2014 due to the terms of the securities purchase agreement we entered into with the purchasers in the May 2014 financing. The price of our common stock as of November 10, 2014 was $1.98 and therefore, combined with the restrictions on using the facility until December 2014, the facility is not available to us at this time.

Based on our ongoing programs, planned new programs and operations, we expect our existing cash to support our operations through approximately the end of 2016. We expect this level of cash utilization to allow us to continue our ongoing programs, including a Phase 2 clinical trial of fosbretabulin tromethamine in patients with recurrent GI-NETs with elevated biomarkers, and supporting a Phase 1b/2 trial of fosbretabulin tromethamine in relapsed ovarian cancer in combination with Votrient® (pazopanib) being sponsored by two UK based nonprofit organizations. While our existing cash will support the planning for a follow-on clinical program in fosbretabulin tromethamine for the treatment of advanced recurrent ovarian cancer, any significant further development of fosbretabulin tromethamine in advanced recurrent ovarian cancer, such as conducting follow-on clinical studies or other capital intensive activities will be contingent upon our ability to raise capital in addition to the capital available to us under our existing financing arrangements or from a collaborative research agreement with a third-party, as to which we can give you no assurance.

We will require significant additional funding to fund operations and to continue the development of our product candidates. Such funding may not be available to us on acceptable terms, or at all. If we are unable to access additional funds when needed, we may not be able to continue the development of our product candidates or we could be required to delay, scale back or eliminate some or all of our development programs and other operations. Any additional equity financing, which may not be available to us or may not be available on favorable terms, most likely will be dilutive to our current stockholders, and debt financing, if available, may involve restrictive covenants. If we access funds through collaborative or licensing arrangements, we may be required to relinquish rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize on our own, on terms that are not favorable to us. Our ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm our business, financial condition and results of operations.

We are committed to a disciplined financial strategy and as such maintain a limited employee and facilities base, with development, scientific, finance and administrative functions, which include, among other things, product development, regulatory oversight and clinical testing. Our research and development team members typically work on a number of research and development projects concurrently. Accordingly, we do not separately track the costs for each of these research and development projects to enable separate disclosure of these costs on a project-by-project basis. We conduct scientific activities pursuant to collaborative arrangements with universities. Regulatory and clinical testing functions are generally contracted out to third-party, specialty organizations.

Results of Operations

Three and Nine Months Ended September 30, 2014 and September 30, 2013

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Revenue

We did not recognize any product revenues for the three month period ended September 30, 2014 and recognized $95,000 in product revenues for the three month period ended September 30, 2013. We also did not recognize any product revenues for the nine month period ended September 30, 2014 and recognized $95,000 in product revenues for the nine months ended September 30, 2013. In the three and nine month periods in 2013, we recognized product revenues under our distribution agreement with a Danish company, which we entered into in December 2011. Product revenues were recognized after delivery of fosbretabulin tromethamine to the Danish company and the expiration of the 30 day inspection period at which point the drug was deemed accepted. We do not anticipate any product revenues in 2014.

We anticipate that our future revenues will depend primarily upon our ability to establish collaborations with respect to, and generate revenues from, products currently under development by us. We expect that we will not generate meaningful revenue in the near term future, unless and until we enter into new collaborations providing for funding through the payment of licensing fees and up-front payments.

Research and development expenses

The table below summarizes the most significant components of our research and development expenses for the periods indicated in thousands and provides the percentage change in these components:

	Three months ended September 30,				Change 2014 versus 2013					Nine months ended September 30,				Change 2014 versus 2013
	2014		2013		Amount		%			2014		2013		Amount		%
External services	$	1,477	$	822	$	655		80	%	$	4,183	$	1,423	$	2,760		194	%
Employee compensation and related		328		202		126		62	%		843		690		153		22	%
Employee Stock-based compensation		50		47		3		6	%		158		96		62		65	%
Other		385		94		291		310	%		614		305		309		101	%
Total research and development	$	2,240	$	1,165	$	1,075		92	%	$	5,798	$	2,514	$	3,284		131	%

The increase in external services expense for the three and nine month periods ended September 30, 2014 compared to the same three and nine month periods in 2013 is primarily due to costs for the manufacturing of fosbretabulin tromethamine for research and development activities, including for clinical trials and possibly to support any regulatory filings. The increase is also primarily attributable to costs associated with a Phase 2 clinical trial of fosbretabulin tromethamine in patients with recurrent gastrointestinal neuroendocrine tumors (GI-NETs). To a lesser extent, the increase in external service expense is also due to our use of consultant services related to evaluating our ovarian cancer program and the results from the GOG-0186I Phase 2 clinical trial in ovarian cancer. For the nine month period ended September 30, 2014, the increase in external services expense was in part offset by reductions in costs associated with the GOG-0186I ovarian Phase 2 clinical trial in which we shared in some costs.

The increase in employee compensation and related expenses for the three month period ended September 30, 2014 compared to the same three month period in 2013 is due to employment of additional research and development personnel and, for the three and nine month periods ended September 30, 2014, an employee incentive compensation program established in 2014.

Employee stock-based compensation expense increased for the three and nine month periods ended September 30, 2014 compared to the same three and nine month periods in 2013 due to the timing and vesting of stock option grants.

The increase in other expenses for the three and nine month periods ended September 30, 2014 compared to the same three and nine month periods in 2013 is due primarily to licensing fees and expenses related to hosting discussions with our key opinion leaders and experts related primarily to our ovarian cancer development program.

Based on our business strategy as outlined above and in our Annual Report on Form 10-K for the year ended December 31, 2013, research and development expenses will increase in the year ending December 31, 2014 as compared to the year ended December 31, 2013. For the nine month period ended September 30, 2014, research and development expenses have exceeded total research and development expenses for the year ended December 31, 2013. We have incurred and may continue to incur costs for the manufacturing of fosbretabulin tromethamine for research and development activities, including for clinical trials and possibly to support any regulatory filings. Additionally, we expect to incur costs associated with our Phase 2 trial of fosbretabulin tromethamine in patients with recurrent GI-NETs with elevated biomarkers and in helping to support a Phase 1b/2 trial of fosbretabulin tromethamine in relapsed ovarian cancer in combination with Votrient® (pazopanib) being sponsored by two UK nonprofit organizations. As of September 30, 2014, we have a balance of unapplied purchase orders for expenditures related to clinical research activities and outsourced drug manufacturing of approximately $2,547,000 of which approximately $151,000 was estimated and accrued at September 30, 2014 for services performed, leaving approximately $2,396,000 to be incurred. Of the $2,396,000 amount to be incurred, we may incur approximately $866,000 during the remainder of 2014, of which approximately $215,000 is committed under non-cancelable contracts.

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General and administrative expenses

The table below summarizes the most significant components of our general and administrative expenses for the periods indicated in thousands and provides the percentage changes in these components:

	Three months ended September 30,				Change 2014 versus 2013						Nine months ended September 30,				Change 2014 versus 2013
	2014		2013		Amount			%			2014		2013		Amount			%
Employee compensation and related	$	383	$	454	$	(71	)		-16	%	$	1,619	$	1,086	$	533			49	%
Employee Stock-based compensation		29		234		(205	)		-88	%		85		359		(274	)		-76	%
Consulting and professional services		621		696		(75	)		-11	%		1,958		1,761		197			11	%
Other		180		193		(13	)		-7	%		545		558		(13	)		-2	%
Total general and administrative	$	1,213	$	1,577	$	(364	)		-23	%	$	4,207	$	3,764	$	443			12	%

Employee compensation and related expenses decreased in the three month period ended September 30, 2014 as compared to the same three month period ended in 2013, primarily due to a bonus paid to an officer in 2013 to compensate the officer for income taxes related to a restricted stock grant, offset in part by an employee incentive compensation program established in 2014. Employee compensation and related expenses increased in the nine month period ended September 30, 2014 as compared to the same nine month period in 2013, primarily due to severance expense recorded in 2014 related to the departure of an officer and an employee incentive compensation program established in 2014, offset in part by a bonus paid to an officer in 2013 to compensate the officer for income taxes related to a restricted stock grant.

Employee stock-based compensation expense decreased for the three and nine month periods ended September 30, 2014 compared to the same three and nine month periods in 2013 primarily due to a grant of restricted stock to an officer in 2013 having a value of $200,000 and to a lesser extent due to the timing and vesting of option grants.

Consulting and professional services expense decreased in the three month period ended September 30, 2014 as compared to the same three month period in 2013 due to a decrease in legal expenses related to public company filings and patent fees and a decrease in board fees related to the hiring of one of our board members as our Chief Executive Officer. Consulting and professional services expense increased in the nine month period ended September 30, 2014 as compared to the same nine month period in 2013 due primarily to marketing research costs and investor relations expenses offset in part by decreases related to legal and board fees.

Other expenses decreased in the three and nine month period ended September 30, 2014 as compared to the same three and nine month periods in 2013, primarily due to the timing of expenditures related to corporate fees such as Delaware franchise and transfer agent fees.

We continue to evaluate general and administrative expenses and look for ways to decrease such costs. As discussed above, we have recently begun new clinical trials and increased our research and development activities, resulting in an increase in general and administrative expenses for the nine month period ended September 30, 2014. General and administrative expenses in the future could vary significantly from those incurred in the 2013 fiscal year.

Other Income and Expenses

Investment income primarily reflects increases and decreases in cash balances due to interest income earned on our operating cash accounts. Other (expense) income primarily reflect foreign currency exchange gains and losses which can vary depending on exchange rate agreements with foreign vendors and the timing of expenditures.

LIQUIDITY AND CAPITAL RESOURCES

We have experienced negative cash flow from operations each year since our inception, except in the year ended December 31, 2000. As of September 30, 2014, we had an accumulated deficit of approximately $248,517,000. We expect to continue to incur increased expenses, resulting in losses, over the next several years due to, among other factors, our clinical trials and anticipated research and development activities. We had cash of approximately $32,887,000 at September 30, 2014.

The net cash used in operating activities was approximately $9,305,000 in the nine months ended September 30, 2014 compared to $4,871,000 in the comparable period in 2013. The net cash used in both periods was primarily attributable to our net losses, adjusted to exclude certain non-cash items, primarily stock based compensation. Net cash used in the 2014 period was offset in part by an increase in accounts payable and accrued expenses, primarily for expenses related to severance in the 2014 period and for manufacturing of fosbretabulin tromethamine in the 2013 period.

Net cash provided by financing activities was approximately $35,193,000 for the nine months ended September 30, 2014 compared to $8,702,000 in the comparable period in 2013. Net cash provided by financing activities for the nine months ended September 30, 2014 was primarily attributable to the net proceeds from financing transactions in February and May 2014 and exercises of warrants as described below. Net cash provided by financing activities in the nine months ended September 30, 2013 was primarily attributable to net proceeds from the sale of preferred stock and warrants in private placement financings closed in April and September 2013 and to a lesser extent from the sale of common stock pursuant to the ATM Agreement, which are all described below.

On May 28, 2014, we closed a financing in which we raised approximately $16,000,000 in gross proceeds or approximately $14,822,000 in net proceeds, after deducting placement agents’ fees and other offering expenses. Investors purchased shares of the Company’s common stock, at a price per share of $2.9625. For each share of common stock purchased, investors received one share of common stock and 0.5 of an unregistered warrant to purchase a share of the Company’s common stock. A total of 5,400,847 shares of common stock were issued and warrants for the purchase of 2,700,424 shares of common stock were issued. The warrants were exercisable immediately after issuance, have a five-year and three-month term, and an exercise price of $2.90 per share. Also, in connection with the offering, we issued to our placement agent and related persons warrants to purchase 216,033 shares of our common stock. The warrants issued to the placement agent and related persons were

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exercisable immediately after issuance, have an exercise price of $3.7031 per share and terminate on June 14, 2017. The shares of common stock underlying the warrants issued to investors and the placement agent and related persons were subsequently registered pursuant to a registration statement that became effective on June 16, 2014. None of the warrants issued on May 28, 2014 were exercised during the nine months ended September 30, 2014.

On February 18, 2014, we closed a registered public offering of units of common stock and warrants, in which we raised approximately $12,000,000 in gross proceeds or approximately $10,860,000 in net proceeds after deducting placement agents’ fees and other offering expenses. Investors purchased units, at a price per unit of $2.05, which consisted of one share of common stock and 0.5 of a warrant to purchase a share of our common stock. A total of 5,853,657 shares of common stock were issued and warrants for the purchase of 2,926,829 shares of common stock were issued. The warrants were exercisable immediately after issuance, have a five-year term and an exercise price of $2.75 per share. Also, in connection with the offering, we issued to our placement agent and related persons warrants to purchase 292,682 shares of our common stock, which were exercisable immediately after issuance, have a five-year term and an exercise price of $2.56 per share.

During the nine months ended September 30, 2014, the investors in the February 2014 public offering exercised 1,054,625 warrants for the purchase of 1,054,625 shares of our common stock for net proceeds of approximately $2,900,000.

On April 16, 2013, we closed an offering pursuant to the terms of a private placement agreement, in which we raised $5,000,000 in gross proceeds, or approximately $4,192,000 in net proceeds after deducting placement agents’ fees and other offering expenses, in a private placement of 5,000 shares of our Series A Preferred Stock. Subject to certain ownership limitations, shares of Series A Preferred Stock were convertible, at the option of the holder thereof, into an aggregate of up to 1,377,412 shares of our common stock. The Series A Preferred Stock was not redeemable or contingently redeemable, did not have a dividend right, nor did it have any preferences over our common stock, including liquidation rights.

During the year ended December 31, 2013, the investors in the private placement converted 2,198 shares of Series A Preferred Stock into 605,422 shares of our common stock. In connection with the September 2013 private placement, we agreed to redeem 2,802 shares of Series A Preferred Stock that remained outstanding as of that date, which had a redemption value of approximately $2,802,000, and therefore no shares of Series A Preferred Stock remain outstanding as of December 31, 2013.

Also included in the April 16, 2013 offering were warrants to purchase common stock, as follows:

(A) Series A Warrants to purchase 1,377,412 shares of our common stock, which were exercisable immediately after issuance, have a five-year term and a per share exercise price of $3.40; and

(B) Series B Warrants to purchase 1,377,412 shares of our common stock, which were exercisable immediately after issuance, have a two-year term and a per share exercise price of $3.40.

At the closing on April 16, 2013, we also issued to its placement agent and related persons Series A Warrants to purchase 82,645 shares of our common stock.

During the year ended December 31, 2013, the investors in the private placement exercised 270,390 Series B Warrants into 270,390 shares of our common stock for net proceeds of approximately $864,000. During the nine months ended September 30, 2014, the investors in the April 2013 private placement exercised 350,000 Series B Warrants for the purchase of 350,000 shares of our common stock for net proceeds of approximately $1,119,000.

On September 23, 2013, we closed another offering pursuant to the terms of a private placement agreement, in which we raised $5,800,000 in gross proceeds, or approximately $4,905,000 in net proceeds after deducting placement agents’ fees and other offering expenses, in a private placement of 5,800 shares of our Series B Preferred Stock. We used the proceeds from this offering in part to redeem the remaining outstanding balance of 2,802 shares of the Series A Preferred Stock, issued in April 2013, for a redemption value of approximately $2,802,000. As a result of the redemption, we recognized approximately $2.31 million as a non-cash deemed dividend in the quarter ended September 30, 2013. After further deducting the amount to redeem the outstanding shares of Series A Preferred Stock, the net proceeds of this offering were approximately $2,103,000.

Subject to certain ownership limitations, shares of Series B Preferred Stock were convertible, at the option of the holder thereof, into an aggregate of up to 2,452,431 shares of our common stock. The Series B Preferred Stock was not redeemable or contingently redeemable, did not have a dividend right, nor did it have any preferences over the common stock, including liquidation rights.

The investors in the private placement converted all of the 5,800 shares of Series B Preferred Stock into 2,452,431 shares of our common stock during the year ended December 31, 2013 and therefore no shares of Series B Preferred Stock remain outstanding as of December 31, 2013.

Also included in the offering were warrants to purchase 2,452,431 shares of our common stock, which were exercisable immediately after issuance, have a five-year term and a per share exercise price of $2.24.

At the closing, we also issued to our placement agent and related persons warrants to purchase 147,145 shares of our common stock, which are exercisable immediately after issuance, have a five-year term and a per share exercise price of $2.80.

During the nine months ended September 30, 2014, the investors in the September 2013 private placement exercised 2,452,431 warrants for the purchase of 2,452,431 shares of the Company’s common stock for net proceeds of approximately $5,493,000. As of September 30, 2014, no five-year term warrants issued to investors in the September 2013 private placement remain outstanding.

On July 21, 2010, we entered into the ATM Agreement with MLV pursuant to which we may issue and sell shares of our common stock from time to time through MLV acting as our sales agent and underwriter. Sales of our common stock through MLV are made on the principal trading market of our common stock by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by MLV and us. MLV uses its commercially reasonable efforts to sell our common stock from time to time, based upon our instructions (including

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any price, time or size limits we may impose). We pay MLV a commission rate of up to 7.0% of the gross sales price per share of any common stock sold through MLV as agent under the ATM Agreement. We are limited as to how many shares we can sell pursuant to the ATM Agreement due to SEC limitations on the number of shares issuable pursuant to a Form S-3 registration statement in a primary offering by smaller reporting companies. Further, we are restricted from using this facility until December 2014 pursuant to the terms of the securities purchase agreement we entered into with the purchasers in the May 2014 financing. Subject to these restrictions, we may be able to sell more shares over the next twelve months under this agreement depending on several factors, including the Company’s stock price, the number of shares of our common stock outstanding and the timing of the occurrence of the sales.

In connection with the ATM Agreement, we issued 422,000 shares of common stock for proceeds of approximately $1,936,000 net of issuance costs, during the nine months ended September 30, 2013 and issued no shares of common stock under this agreement during the nine months ended September 30, 2014.

In November 2011, we entered into a purchase agreement (the LPC Purchase Agreement) for the sale, from time to time, of up to $20,000,000 (with a remaining balance of $17,400,000) of our common stock to Lincoln Park Capital Fund, LLC or LPC, a Chicago-based institutional investor. We do not have the ability to sell shares under this arrangement if we fail to maintain a minimum stock price of $6.00 or if we fail to maintain the effectiveness of a registration statement filed with the SEC. Furthermore, we are restricted from using this facility until December 2014 pursuant to the terms of the securities purchase agreement we entered into with the purchasers in the May 2014 financing. With these restrictions and because the price of our common stock as of November 10, 2014 was $1.98, the facility is not available to us at this time. If our stock price rises above $6.00 and the other conditions of the arrangement are met, we could direct LPC to purchase up to $20,000,000 worth of shares of our common stock under our agreement over a 36-month period ending January 11, 2015, in amounts of up to $200,000, which amounts may be increased under certain circumstances. We do not intend to seek an extension of the expiration date of this agreement. During the term of the LPC Purchase Agreement, we generally control the timing and amount of any sales to LPC in accordance with the LPC Purchase Agreement. LPC has no right to require us to sell any shares to LPC, but LPC is obligated to make purchases as we direct, subject to certain conditions, which include the continuing effectiveness of a registration statement filed with the Securities and Exchange Commission covering the resale of the shares that may be issued to LPC and limitations related to the market value of our common stock. There is no guarantee that funding from LPC will be available when needed, or at all. There are no upper limits to the price LPC may pay to purchase our common stock and the purchase price of the shares related to any future sales will be based on the prevailing market prices of our shares immediately preceding the notice of sale to LPC without any fixed discount. The LPC Purchase Agreement may be terminated by us at any time, at our sole discretion, without any cost or penalty.

Based on our ongoing programs, planned new programs and operations, we expect our existing cash to support our operations through approximately the end of 2016. We expect this level of cash utilization to allow us to continue our ongoing programs, including a Phase 2 clinical trial of fosbretabulin tromethamine in patients with recurrent GI-NETs with elevated biomarkers and supporting a Phase 1b/2 trial of fosbretabulin tromethamine in relapsed ovarian cancer in combination with Votrient® (pazopanib) being sponsored by two UK based nonprofit organizations. While our existing cash will support the planning for a follow-on clinical program in fosbretabulin tromethamine for the treatment of advanced recurrent ovarian cancer, it does not allow for conducting any follow-on clinical studies of fosbretabulin tromethamine in advanced recurrent ovarian cancer. Any significant further development of fosbretabulin tromethamine or other capital intensive activities will be contingent upon our ability to raise capital in addition to the capital available to us under our existing financing arrangements.

We will require significant additional funding to fund operations and to continue the development of our product candidates. Our ongoing capital requirements will depend on numerous factors, including: the progress and results of preclinical testing and clinical trials of our product candidates under development, including fosbretabulin tromethamine and OXi4503; the costs of complying with FDA and other regulatory agency requirements; the progress of our research and development programs; the time and costs expended and required to obtain any necessary or desired regulatory approvals; the resources, if any, that we devote to develop manufacturing methods and advanced technologies; our ability to enter into licensing arrangements, including any unanticipated licensing arrangements that may be necessary to enable us to continue our development and clinical trial programs; the costs and expenses of filing, prosecuting and, if necessary, enforcing our patent claims, or defending against possible claims of infringement by third-party patent or other technology rights; the cost of commercialization activities and arrangements, if any, undertaken by us; and, if and when approved, the demand for our products, which demand depends in turn on circumstances and uncertainties that cannot be fully known, understood or quantified unless and until the time of approval, including the range of indications for which any product is granted approval.

If we are unable to raise additional funds when needed, we will not be able to continue development of our product candidates or we will be required to delay, scale back or eliminate some or all of our development programs or cease operations. We may seek to raise additional funds through public or private financing, strategic partnerships or other arrangements. Any additional equity financing may be dilutive to our current stockholders and debt financing, if available, may involve restrictive covenants. If we raise funds through collaborative or licensing arrangements, we may be required to relinquish, on terms that are not favorable to us, rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize. Our failure to raise capital when needed will materially harm our business, financial condition and results of operations.

Critical Accounting Policies and Significant Judgments and Estimates

There have been no changes to our critical accounting policies and significant judgments and estimates from our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 20, 2014.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no changes to our market risks from our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 20, 2014.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission requires that as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer, CEO, and the Chief Financial Officer, CFO, evaluate the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and report on the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective, as of September 30, 2014 to ensure that we record, process, summarize and report the information we must disclose in reports that we file or submit under the Exchange Act, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such control that occurred during the last fiscal quarter, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

There have been no material changes to the risk factors as described in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 20, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

        On November 12, 2014, OXiGENE and its Chief Financial Officer, Barbara Riching, entered into an amendment (the “Amendment”) to Ms. Riching’s Employment Agreement with the Company, dated February 27, 2013. Pursuant to the terms of the Amendment, if Ms. Riching’s employment is terminated by OXiGENE other than for cause or by Ms. Riching with good reason, as such terms are defined in the Amendment, OXiGENE will pay to Ms. Riching six (6) months of her then-current base salary, pursuant to the Company’s regular payroll practices, and will reimburse Ms. Riching for any COBRA premiums paid during the six (6) month period following her termination. In addition, if Ms. Riching’s employment is terminated by OXiGENE other than for cause or by Ms. Riching with good reason in the one year

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following the effective date of a change in control of OXiGENE, as defined in the Amendment, OXiGENE will pay to Ms. Riching a lump sum of six (6) months of her then-current base salary, will reimburse Ms. Riching for any COBRA premiums paid during the six (6) month period following her termination, and all of Ms. Riching’s unvested equity compensation outstanding on the date of termination shall vest and be immediately exercisable. A copy of the amendment is attached as an exhibit to this Form 10-Q.

Item 6. Exhibits

10.1	Amendment No. 1 to Employment Agreement, dated November 12, 2014, between Ms. Barbara Riching and OXiGENE, Inc.
10.2	Consulting Agreement, dated August 14, 2014, between Dr. William Schwieterman and OXiGENE, Inc.
31.1	Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from OXiGENE, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets at September 30, 2014 and December 31, 2013, (ii) Condensed Statements of Comprehensive Loss for the three and nine months ended September 30, 2014 and 2013, (iii) Condensed Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, and (iv) Notes to Condensed Financial Statements.

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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. (Registrant)
Date: November 13, 2014	By:	/s/ David J. Chaplin
		David J. Chaplin
		President and Chief Executive Officer
Date: November 13, 2014	By:	/s/ Barbara D. Riching
		Barbara D. Riching
		Chief Financial Officer

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EXHIBIT INDEX

10.1	Amendment No. 1 to Employment Agreement, dated November 12, 2014, between Ms. Barbara Riching and OXiGENE, Inc.
10.2	Consulting Agreement, dated August 14, 2014, between Dr. William Schwieterman and OXiGENE, Inc.
31.1	Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from OXiGENE, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets at September 30, 2014 and December 31, 2013, (ii) Condensed Statements of Comprehensive Loss for the three and nine months ended September 30, 2014 and 2013, (iii) Condensed Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, and (iv) Notes to Condensed Financial Statements

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT AMENDMENT

OXiGENE, Inc. (the “Company”) and Barbara D. Riching (“Employee”) hereby agree to amend the February 27, 2013 employment agreement between Company and Employee, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, to add the following provisions:

1. If the Company terminates Employee’s employment without Cause or Employee resigns her employment with Good Reason, the Company will provide Employee the following termination compensation and benefits, in addition to and separate and apart from those required under applicable federal and state law, subject to Employee’s execution of an employment release in a form prepared by and suitable to the Company:

(a) payments equal to Employee’s then-current base salary for a period of six (6) months, payable in accordance with the Company’s normal payroll cycle and subject to applicable withholdings and deductions, including those required and authorized by law; and

(b) should Employee timely elect and be eligible for COBRA coverage, payment of Employee’s COBRA premiums for Employee and Employee’s immediate family’s medical and dental insurance coverage for a period of six (6) months; provided, that the Company will have no obligation to provide such coverage if Employee becomes eligible for medical and dental coverage with another employer, provided that if the payment of the Employee’s premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010 or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Patient Protection and Affordable Care Act or Section 105(h) of the Code. Employee will give prompt written notice to the Company on attaining such eligibility.

2. If the Company terminates Employee’s employment without Cause or Employee resigns her employment with Good Reason in the one year period following the effective date of a Change in Control, the Company will provide Employee the following termination compensation and benefits, in addition to those required under applicable federal and state law:

(a) a lump sum payment of an amount equal to six (6) months of Employee’s then-current base salary, subject to applicable withholdings and deductions, including those required and authorized by law; and

(b) all stock options, stock appreciation rights, restricted stock, and other incentive compensation granted to Employee by the Company will vest and be immediately exercisable and Employee may exercise all such vested options and rights, and will receive payments and distributions accordingly, subject to the terms of the applicable Company stock plan documents that govern stock options, stock appreciation rights, restricted stock, and other applicable incentive compensation; and

(c) should Employee timely elect and be eligible for COBRA coverage, payment of Employee’s COBRA premiums for Employee and Employee’s immediate family’s medical and dental insurance coverage for a period of six (6) months; provided, that the Company will have no obligation to provide such coverage if Employee becomes eligible for medical and dental coverage with another employer, provided that if the payment of the Employee’s premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010 or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Patient Protection and Affordable Care Act or Section 105(h) of the Code. Employee will give prompt written notice to the Company on attaining such eligibility.

3. Definitions:

(a) “Cause” means: (a) Employee’s substantial failure to perform any of her duties as Chief Financial Officer or to follow reasonable, lawful directions of the Board or any officer to whom Employee reports; (b) Employee’s willful misconduct or willful malfeasance in connection with her employment; (c) Employee’s commission of, conviction of, or plea of nolo contendere to, any crime constituting a felony under the laws of the United States or any state thereof, or any other crime involving moral turpitude; (d) Employee’s material breach of any provision of this Agreement, the Company’s bylaws or any other written agreement with the Company; (e) Employee’s engaging in misconduct that causes significant injury to the Company, financial or otherwise, or to its reputation; or (f) any act, omission or circumstance constituting cause under the law governing this amendment.

(b) “Good Reason” means the Company: (a) materially reduces Employee’s title or responsibilities; (b) relocates its US headquarters more than sixty (60) miles from its current location (unless the relocation results in the headquarters being closer to Employee’s residence); (c) materially reduces Employee’s base salary; or (d) breaches a material term of this Agreement and within ninety (90) days of the initial occurrence of one of the foregoing events, Employee notifies the Company in writing that the event has occurred and the nature of the event, Employee provides the Company at least thirty (30) days following the date the Company receives Employee’s notice to cure the event and, if the Company fails to cure, Employee actually terminates Employee’s employment within sixty (60) days following the date the Company receives Employee’s notice. Good Reason must also meet the requirements for a good reason termination in accordance with Treasury Regulation §1.409A-1(n)(2), and any successor statute, regulation and guidance thereto.

(c) Change in Control means: (i) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; (ii) a merger or consolidation of the Company whether or not approved by the Board of

Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (iii) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of its assets; or (iv) a change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors, and provided in each such case the Change in Control also meets the requirements of a “Change in Control Event” within the meaning of Section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section 1.409A-3(i)(5). “Incumbent Directors” mean the directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

5. This amendment is an involuntary separation pay plan (as defined in Treasury Regulation 1.409A-1(b)(9)(iii)) and will be construed consistently with that provision. All references to a “termination” of employment in this Amendment shall be deemed to require Employee to incur a “separation from service” as that term is defined in Treasury Regulation 1.409A-1(h) before payment of any separation benefits commences.

6. Nothing in this amendment alters any other terms and conditions in the February 27, 2013 employment agreement between the Company and Employee, which remains in full force and effect. Nothing in this amendment alters any other terms and conditions applicable to Employee’s employment with the Company, including the at-will nature of the employment relationship between the Company and Employee. The Company and Employee can still terminate the employment relationship at any time, for any reason or no reason, and with or without notice. This amendment sets forth the entire agreement between the Company and Employee regarding its subject matter. The Company and Employee did not make any promises or representations to each other regarding the subject matter of this amendment that do not appear in this amendment. No variations or modifications to this amendment are valid unless agreed to in writing by the Company and Employee. If any provision in this amendment is found to be unenforceable, it will not affect the enforceability of the remaining provisions. The Court may enforce all remaining provisions to the extent permitted by law. The failure of the Company to seek enforcement of any provision of this amendment in any instance or for any period of time will not be construed as a waiver of that provision or of the Company’s right to seek enforcement of such provision in the future.

7. The validity, interpretation, enforceability, and performance of this amendment must be governed by and construed in accordance with the laws of the State of California, exclusive of its choice-of-law rules. Any action arising under or relating to this amendment must be commenced and maintained in the federal or state courts as applicable in San Francisco County, California. The parties consent to the jurisdiction of the San Francisco County, California federal and state courts, as applicable, for any claims or lawsuits filed there arising from or relating to this amendment.

	OXiGENE, Inc.
Dated: November 12, 2014	/s/ David J. Chaplin
	By:	David Chaplin, M.D., Ph.D.
	Chief Executive Officer
Dated: November 12, 2014	/s/ Barbara D. Riching
	Barbara D. Riching

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This CONSULTING AGREEMENT, made effective July 21, 2014 (the “Effective Date”), by and between OXiGENE, Inc., a Delaware corporation (“OXiGENE”), having a principal place of business at 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080 and Tekgenics, Inc. (“Consultant”), having an address of 3901 Point Rd. Mobile AL 36619 (OXiGENE and Consultant may be referred to individually as a “Party” or collectively as the “Parties.”)

WHEREAS, OXiGENE is engaged in the design and development of vascular targeting drugs aimed at the shut down of blood flow to cancerous tumors and various ocular diseases;

WHEREAS, OXiGENE desires to retain Consultant to provide certain consulting services for OXiGENE as indicated herein; and

WHEREAS, Consultant desires to provide such services to OXiGENE, in accordance with the terms and conditions herein contained.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Services. Based upon Consultant’s skills and experience, and subject to the terms and conditions herein, Consultant will provide to OXiGENE consulting services as requested by OXiGENE and as described in Exhibit A, which is attached hereto and incorporated herein by reference (the “Services”). Consultant agrees to use best efforts in its performance of the Services during the Term and shall diligently perform the Services in accordance with accepted industry practices, applicable laws and regulations, and the highest professional standards.

2. Consideration. OXiGENE agrees to pay Consultant up to a budget cap specified in Exhibit A for Services actually performed in accordance with this Agreement and Exhibit A at OXiGENE’s request and invoiced. Total charges for all professional service fees, including reasonable travel and necessary out of pocket expenses incurred by Consultant with the advance approval of OXiGENE will not exceed the budget cap specified in Exhibit A. In no event will Consultant perform work requiring expenditures in excess of the budget without prior written approval from OXiGENE. Notwithstanding anything in this Agreement or the Exhibits to the contrary, the aggregate annual compensation payable to Consultant under this Agreement and all Exhibits hereto, exclusive of travel, living and out of pocket expenses actually incurred by Consultant, cannot and will not exceed the sum of one hundred twenty thousand dollars ($120,000) per calendar year.

3. Confidentiality. In connection with the Agreement, the following provisions with respect to confidentiality and non-disclosure will apply:

3.1 From time to time hereafter, OXiGENE may make available or otherwise disclose to Consultant information which is non-public, confidential and proprietary to OXiGENE and which by nature is material to the trading or market value of OXiGENE’s stock and other securities, including, without limitation, information related to OXiGENE’s business and drugs and compounds developed or under development by OXiGENE (collectively, “Confidential Information”). Confidential Information includes not only written information, or copies, abstracts or summaries thereof or references thereto in any other document, but also information transferred verbally or by other means.

3.2 Consultant will keep secret and confidential, will not disclose, discuss, reproduce, distribute, or otherwise release any Confidential Information to any third party without the prior written consent of OXiGENE and will not purchase, sell, or enter into any other transaction involving any OXiGENE securities

in violation of applicable federal and state securities laws. Consultant agrees to take reasonable precautions to protect the confidential and proprietary nature of all Confidential Information and to prevent its disclosure to third parties. Consultant agrees not to make any public announcements with respect to OXiGENE or its business. Consultant further agrees to use the Confidential Information only in connection with Consultant’s performance of the Services.

3.3 Consultant agrees and acknowledges that (i) all Confidential Information remains the exclusive property of OXiGENE; and (ii) OXiGENE reserves all rights with respect to all information relating to OXiGENE’s products, including, but not limited to, the right to apply for patents. Consultant shall assure that upon termination of this Agreement or completion of the Services set forth in Exhibit A, all Confidential Information furnished to Consultant shall be returned to OXIGENE promptly at its request, except that Consultant may retain one copy for the sole purpose of ensuring compliance with this Agreement. Notwithstanding the forgoing, Consultant shall not be required to remove or destroy any Confidential Information that are contained on backup media as a result of systematic backups of Consultant’s computer system, provided that Consultant shall not access such backup media for the purpose of recovering the Confidential Information.

3.4 OXiGENE is disclosing the Confidential Information to Consultant under the confidentiality agreement exclusion in Rule 100(b)(2)(ii) of Regulation FD (Fair Disclosure), adopted by the Securities and Exchange Commission. Trading OXiGENE securities while in possession of Confidential Information or providing others with Confidential Information that they then use to trade OXiGENE securities may subject Consultant and others who receive Confidential Information to liability for insider trading.

3.5 Consultant agrees that the provision of this Section 3 are fair and reasonable, that money damages would not be sufficient remedy for any breach by the Consultant of this Section 3 and that, in addition to all other remedies, OXiGENE shall be entitled to specific performance and injunctive or other equitable relief for such breach.

4. Term.

4.1 This Agreement shall commence on the Effective Date and shall continue until December 31, 2015, or such later time as the Services described in Exhibit A have been completed, unless either Party terminates this Agreement earlier in accordance with Section 4.2.

4.2 Either Party may terminate this Agreement at any time upon (7) days’ prior written notice, provided, however, that either Party may terminate this Agreement immediately in the event the other Party’s material breach.

5. Independent Contractor.

5.1 The Parties acknowledge and agree that Consultant (i) offers professional services to the general public; (ii) currently provides and/or is otherwise free to provide professional services to other clients (to the extent not in conflict with the terms of this Agreement); and (iii) is subject to the control and direction of OXiGENE only as to the end result of the Services, and is otherwise free to perform the Services in a time, place and manner consistent with Consultant’s professional judgment. Accordingly, the Parties acknowledge and agree that Consultant’s affiliation with OXiGENE is that of an independent contractor and as such, Consultant will not be considered for any purpose to be an agent, partner or joint venturer of OXiGENE. Neither OXiGENE nor Consultant will have any obligation, responsibility or authority to act on behalf of or in the name of the other, or to bind the other in any manner whatsoever. As an independent contractor, Consultant shall be solely responsible for all applicable taxes arising from payments received from OXiGENE, including, but not limited to, social security, self-employment taxes and disability insurance.

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6. Ownership of Intellectual Property.

6.1 OXiGENE owns all work prepared or created under this Agreement, including all intellectual property rights in such work (the “OXiGENE Work”). Consultant agrees to maintain and furnish to OXiGENE complete and current records of all inventions or discoveries made under this Agreement, including without limitation the OXiGENE Work and disclose to OXiGENE in writing any such inventions. Consultant agrees to assign to OXiGENE ownership of the OXiGENE Work, including intellectual property rights therein. OXiGENE will bear the expense of such proceedings; provided that, any patent or other legal right so issued to Consultant shall be assigned by Consultant to OXiGENE without charge by Consultant. Consultant shall provide to OXiGENE, in writing, a full, signed statement of all inventions in which it participated during the course of the consulting arrangement. Consultant further agrees to use best efforts in the course of performing the Services to prevent any violation or infringement of any right, patent, copyright, trademark or right of privacy, or any act that would constitute libel or slander against or violate any other rights of any person, firm or corporation.

6.2 At any time during or after the Term, Consultant agrees that it will fully cooperate with OXiGENE, its attorneys and agents, in the preparation and filing of all papers and other documents as may be required to perfect OXiGENE’s rights in and to any OXiGENE Work, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such inventions, provided that OXiGENE will bear the expense of such proceedings. Consultant hereby designates OXiGENE as its agent, and grants to OXiGENE a power of attorney with full power of substitution (which power of attorney shall be deemed coupled with an interest), for the purpose of effecting the foregoing assignments from Consultant to OXiGENE.

7. No Conflicts. Consultant represents that Consultant has not entered into any other contract or other arrangement that would impair OXiGENE’s rights or Consultant ability to perform its obligations under this Agreement, and the performance of Consultant duties as a consultant to OXiGENE pursuant to the terms of this Agreement will not breach any agreement by which Consultant is bound, including any agreement limiting the use or disclosure of proprietary information acquired in confidence prior to an engagement by OXiGENE. OXiGENE acknowledges that Consultant provides similar services to other organizations that may be competitive with OXiGENE. During the Term, Consultant will not, without first advising OXIGENE in writing, enter into any other agreement, arrangement, understanding or other relationship pursuant to which it would be obligated to render advice and services to a commercial entity in OXiGENE’s “Field of Interest”. The term “Field of Interest” with respect to OXIGENE currently means the field of vascular disrupting agents. OXIGENE may modify the definition of Field of Interest by written notice to Consultant based on activities in which OXIGENE is then engaged or in which OXIGENE then proposes to be engaged.

8. Certification of Non-Debarment. Consultant the event that during the Term of this Agreement, Consultant becomes debarred or receives notice of an action or threat of an action with respect to its debarment, Consultant shall notify OXiGENE immediately. Consultant hereby certifies that it has not and will not use in any capacity the services of any individual, corporation, partnership or association that has been debarred. In the event that Consultant becomes aware of the actual or threatened debarment of any person or entity providing services hereunder, which directly or indirectly relate to services provided under this Agreement, Consultant shall notify OXiGENE immediately.

9. Notice. All notices and other communication hereunder shall be in writing and delivered by hand, nationally recognized express courier, or by first class registered or certified mail, return receipt requested, postage pre-paid, addressed as follows:

If to OXiGENE:	If to the Consultant:
OXiGENE, Inc.	Tekgenics, Inc.
701 Gateway Boulevard	3901 Point Rd.
South San Francisco, CA 94080	Mobile AL 36619
Attn: Chief Executive Officer	Attn: William D. Schwieterman, M.D.

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10. Non-Assignability. This Agreement is personal in nature and may not be assigned by Consultant. This Agreement shall be binding upon, and inure to the benefit of, OXiGENE and its successors and assigns.

11. Miscellaneous.

11.1 Survival. The following provisions shall survive the termination or expiration of this Agreement: Articles 2, 3, 5, 6, 9, 10 and 11.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any prior agreement or understanding, whether written or oral. This Agreement may not be amended, modified or supplemented, except by an instrument in writing executed by OXiGENE and Consultant.

11.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles thereof respecting conflicts of law.

11.4. Section Headings. The section headings on this Agreement are for reference purposes only and shall not affect in any way the meaning of interpretation of this Agreement.

11.5. Counterparts. The Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. The Agreement shall become a binding agreement when one or more counterparts shall have been signed by each of the Parties whose signature is provided for below.

11.6. Severability. If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be void or unenforceable, the balance of the provisions of this Agreement shall remain in effect and be enforced so as to give effect as nearly as possible to the intentions of the Parties hereto.

[Signature Page to Follow]

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IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the date first written above.

OXiGENE, Inc.
By:	/s/ David J. Chaplin, Ph.D.
Name:	David J. Chaplin, Ph.D.
Title:	Chief Executive Officer
CONSULTANT
By:	/s/ William D. Schwieterman, M.D.
Name:	William D. Schwieterman, M.D.
Title:	President

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Exhibit A

1. Services. Consultant agrees to provide the following consulting services upon OXiGENE’s request:

• regulatory development advice; and

• Such other services as OXiGENE may request in writing (including email) from time to time.

2. Compensation.

2.1 As full compensation for Services provided on a time and materials basis, OXiGENE will pay to Consultant four hundred dollars ($400) per hour. Consultant shall document and record all time spent in the performance of the Services to the reasonable satisfaction of OXiGENE.

2.2 The amount of remuneration authorized under this Exhibit A shall be up to but not more than the amount set forth in OXiGENE purchase order number 1657, as may be amended from time to time by OXiGENE in its sole discretion; provided, however, that the aggregate annual compensation payable to Consultant under this Agreement and all Exhibits hereto, exclusive of travel, living and out of pocket expenses actually incurred by Consultant, cannot and will not exceed the sum of one hundred twenty thousand dollars ($120,000) per calendar year.

2.3 The Parties agree that Services performed and travel and out-of-pocket expenses incurred by Consultant beyond the amount authorized herein shall not be subject to compensation without the prior written consent of OXiGENE.

3. Term.

3.1 This Exhibit A shall commence on the Effective Date of the Agreement and shall continue through the later of December 31, 2015, or such later time as the Services described in Exhibit A have been completed, unless either Party terminates this Amendment earlier in accordance with Section 3.2.

3.2 Either Party may terminate this Exhibit A at any time upon seven (7) days’ advance notice, provided, however, that either Party may terminate this Agreement immediately in the event of the other Party’s material breach.

4. Invoices. Consultant will provide to OXiGENE invoices for Services rendered as requested hereunder. Payment of invoices submitted with the required detail, delineated herein, will be made within thirty (30) days of OXiGENE’s receipt of such invoice. Should any part of the invoice be in dispute, OXiGENE shall pay the remainder of the undisputed amount according to the terms and conditions described herein while said dispute is being resolved.

All invoices must be issued to: “OXiGENE, Inc., Attn: Accounts Payable, 701 Gateway Blvd., South San Francisco, CA 94080” and forwarded via e-mail to ap@oxigene.com for payment.

To avoid any delay in payment, all invoices should clearly contain the detail required by OXiGENE, including:

Consultant’s name & full mailing address

Whom to make the check payable to and their Tax ID # if applicable

Invoice date

Total amount due & payment currency

Description of services rendered/project and/or study number and/or period ending

Invoices that do not contain the required detail will be rejected and must be resubmitted in order to be processed and paid.

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IN WITNESS WHEREOF, the Parties hereto have caused this Exhibit A to be executed and made effective by their duly authorized representatives.

OXiGENE, INC.		CONSULTANT
By	/s/ David J. Chaplin, Ph.D.	By	/s/ William D. Schwieterman, M.D.
Name:	David J. Chaplin, Ph.D.	Name:	William D. Schwieterman, M.D.
Title:	Chief Executive Officer	Title:	President
Date	14th August 2014	Date:	August 14th, 2014
		EIN: 35-2172996

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EX-31.1

Exhibit 31.1

Certification Under Section 302

I, David J. Chaplin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OXiGENE, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2014	By:	/s/ David J. Chaplin
		David J. Chaplin
		Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Under Section 302

I, Barbara D. Riching, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OXiGENE, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2014	By:	/s/ Barbara D. Riching
		Barbara D. Riching
		Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of OXiGENE, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the nine months ended September 30, 2014 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2014	By:	/s/ David J. Chaplin
		David J. Chaplin
		Chief Executive Officer
Date: November 13, 2014	By:	/s/ Barbara D. Riching
		Barbara D. Riching
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

4. Commitments and Contingencies

Facility Lease

The Company has a lease for its current facility in South San Francisco, California, which was amended in April 2014 to extend the term to June 30, 2019. The future minimum lease payments under the lease, as amended, are as follows:

	Amount (In thousands)
2014 (remaining 3 months)	$	33
2015		202
2016		209
2017		215
2018		221
Thereafter		112
Total lease obligations	$	992

Clinical Research Organization and Manufacturing Commitments

As of September 30, 2014, the Company has a balance of unapplied purchase orders for expenditures related to clinical research activities and outsourced drug manufacturing of approximately $2,547,000, of which approximately $151,000 was estimated and accrued at September 30, 2014 for services performed, leaving approximately $2,396,000 to be incurred. Of the $2,396,000 to be incurred, the Company expects to incur approximately $866,000 during the remainder of 2014, of which approximately $215,000 is committed under non-cancelable contracts.

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Net Loss Per Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Net Loss Per Share

3. Net Loss Per Share

Basic and diluted net loss per share was calculated by dividing the net loss per share attributed to the Company’s common shares by the weighted-average number of common shares outstanding. Diluted net loss per share includes the effect of all dilutive, potentially issuable common equivalent shares as defined using the treasury stock method. All of the Company’s common stock equivalents are anti-dilutive due to the Company’s net loss position for all periods presented. Accordingly, common stock equivalents of approximately 642,000 stock options and 7,445,000 warrants at September 30, 2014 and 5,800 shares of preferred stock convertible into 2,452,431 shares of common stock, 205,000 stock options and 5,313,000 warrants at September 30, 2013, were excluded from the calculation of weighted average shares for diluted net loss per share.

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Condensed Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current assets:
Cash	$ 32,887	$ 7,005
Prepaid expenses	279	93
Other current assets	1	67
Total current assets	33,167	7,165
Property and equipment, net of accumulated depreciation of $238 and $268 at September 30, 2014 and December 31, 2013, respectively	30	36
License agreements, net of accumulated amortization of $1,476 and $1,406 at September 30, 2014 and December 31, 2013, respectively	23	93
Other assets	33
Total assets	33,253	7,294
Current liabilities:
Accounts payable	365	476
Accrued compensation and benefits	811	116
Accrued research and development	212	317
Accrued other	286	342
Total current liabilities	1,674	1,251
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value, 15,000 shares authorized; No shares issued and outstanding
Common stock, $.01 par value, 70,000 shares authorized; 20,706 and 5,586 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively	207	56
Additional paid-in capital	279,889	244,495
Accumulated deficit	(248,517)	(238,508)
Total stockholders' equity	31,579	6,043
Total liabilities and stockholders' equity	$ 33,253	$ 7,294

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Description of Business

OXiGENE, Inc. (“OXiGENE” or the “Company”), is incorporated in the state of Delaware, and is a clinical-stage, biopharmaceutical company developing novel therapeutics primarily to treat cancer. The Company’s major focus is developing vascular disrupting agents (“VDAs”) that selectively disrupt abnormal blood vessels associated with solid tumor progression. The Company is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients. The Company has two VDA drug candidates currently being tested in clinical trials, fosbretabulin tromethamine and OXi4503.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They have been prepared on a basis which assumes that OXiGENE will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, however, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Annual Report on Form 10-K for the Company for the year ended December 31, 2013.

Capital Resources

The Company has experienced net losses every year since inception and, as of September 30, 2014, had an accumulated deficit of approximately $248,517,000. The Company expects to incur significant additional operating losses over the next several years, principally as a result of the Company’s clinical trials and anticipated research and development expenditures. The principal source of the Company’s working capital to date has been the proceeds of private and public equity financings, the exercise of warrants and, to a lesser extent, the exercise of stock options. The Company currently has no recurring material amount of income. As of September 30, 2014, the Company had approximately $32,887,000 in cash. Based on the Company’s ongoing programs, planned new programs and operations, the Company expects its existing cash to support its operations through approximately the end of 2016.

Significant Accounting Policies

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

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Commitments and Contingencies - Future Minimum Lease Payments Under Lease (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
2014 (remaining 3 months)	$ 33
2015	202
2016	209
2017	215
2018	221
Thereafter	112
Total lease obligations	$ 992

XML

Employee Severance - Additional Information (Detail) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Accrued compensation and benefits	$ 811,000	$ 116,000
Accrued compensation payable	282,000
Officer Separation Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Accrued compensation and benefits	$ 435,000

XML

Stockholders' Equity - Common and Preferred Shares

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Stockholders' Equity - Common and Preferred Shares

2. Stockholders’ Equity — Common and Preferred Shares

Registered Offering of Common Stock and Private Placement of Warrants

On May 28, 2014, the Company closed a financing in which it raised approximately $16,000,000 in gross proceeds or approximately $14,822,000 in net proceeds, after deducting placement agents’ fees and other offering expenses. Investors purchased shares of the Company’s common stock, at a price per share of $2.9625. For each share of common stock purchased, investors received one share of common stock and 0.5 of an unregistered warrant to purchase a share of the Company’s common stock. A total of 5,400,847 shares of common stock were issued and warrants for the purchase of 2,700,424 shares of common stock were issued. The warrants were exercisable immediately after issuance, have a five-year and three-month term, and an exercise price of $2.90 per share. Also, in connection with the offering, the Company issued to its placement agent and related persons warrants to purchase 216,033 shares of the Company’s common stock. The warrants issued to the placement agent and related persons were exercisable immediately after issuance, have an exercise price of $3.7031 per share and terminate on June 14, 2017. The shares of common stock underlying the warrants issued to investors and the placement agent and related persons were subsequently registered pursuant to a registration statement that became effective on June 16, 2014.

The warrants contain limitations that prevent each holder of warrants from acquiring shares upon exercise of the warrants that would cause the number of shares beneficially owned by it and its affiliates to exceed 4.99% of the total number of shares of the Company’s common stock then issued and outstanding, provided that, upon prior notice to the Company, a holder may increase or decrease this limitation provided any increase does not exceed 9.99% of the total number of shares of our common stock then issued and outstanding. In addition, upon certain changes in control of the Company, each holder of a warrant can elect to receive, subject to certain limitations and assumptions, securities in a successor entity. None of the warrants issued on May 28, 2014 were exercised during the nine months ended September 30, 2014.

Public Offering of Common Stock and Warrants

On February 18, 2014, the Company closed a registered public offering of units of common stock and warrants, in which the Company raised approximately $12,000,000 in gross proceeds or approximately $10,860,000 in net proceeds, after deducting placement agents’ fees and other offering expenses. Investors purchased units, at a price per unit of $2.05, which consisted of one share of common stock and 0.5 of a warrant to purchase a share of the Company’s common stock. A total of 5,853,657 shares of common stock were issued and warrants for the purchase of 2,926,829 shares of common stock were issued. The warrants were exercisable immediately after issuance, have a five-year term and an exercise price of $2.75 per share. Also, in connection with the offering, the Company issued to its placement agent and related persons warrants to purchase 292,682 shares of the Company’s common stock, which were exercisable immediately after issuance, have a five-year term and an exercise price of $2.56 per share.

The warrants issued to the investors and the placement agent and related persons contain limitations that prevent each holder of the warrants from acquiring shares upon exercise of the warrants that would result in the number of shares beneficially owned by it and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. In addition, upon certain changes in control of the Company, each holder of a warrant can elect to receive, subject to certain limitations and assumptions, securities in a successor entity.

During the nine months ended September 30, 2014, the investors in the February 2014 public offering exercised 1,054,625 warrants for the purchase of 1,054,625 shares of the Company’s common stock for net proceeds of approximately $2,900,000.

Private Placements of Preferred Shares and Warrants

April 2013 Private Placement

On April 16, 2013, the Company closed an offering pursuant to the terms of a private placement agreement, in which the Company raised $5,000,000 in gross proceeds, or approximately $4,192,000 in net proceeds after deducting placement agents’ fees and other offering expenses, in a private placement of 5,000 shares of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”). Subject to certain ownership limitations, shares of Series A Preferred Stock were convertible, at the option of the holder thereof, into an aggregate of up to 1,377,412 shares of the Company’s common stock. The Series A Preferred Stock was not redeemable or contingently redeemable, did not have a dividend right, nor did it have any preferences over the common stock, including any preferential liquidation rights.

During the year ended December 31, 2013, the investors in the private placement converted 2,198 shares of Series A Preferred Stock into 605,422 shares of the Company’s common stock. In connection with the September 2013 private placement described below, the Company agreed to redeem 2,802 shares of Series A Preferred Stock that remained outstanding as of that date, which had a redemption value of approximately $2,802,000, and therefore no shares of Series A Preferred Stock remain outstanding as of December 31, 2013. See below under September 2013 Private Placement.

Also included in the April 16, 2013 offering were warrants to purchase common stock, as follows:

(A) Warrants to purchase 1,377,412 shares of the Company’s common stock, which were exercisable immediately after issuance, have a five-year term and a per share exercise price of $3.40 (the “Series A Warrants”); and

(B) Warrants to purchase 1,377,412 shares of the Company’s common stock, which were exercisable immediately after issuance, have a two-year term and a per share exercise price of $3.40 (the “Series B Warrants”).

At the closing on April 16, 2013, the Company also issued to its placement agent and related persons Series A Warrants to purchase 82,645 shares of the Company’s common stock.

During the year ended December 31, 2013, the investors in the April 2013 private placement exercised 270,390 Series B Warrants for the purchase of 270,390 shares of the Company’s common stock for net proceeds of approximately $864,000. During the nine months ended September 30, 2014, the investors in the April 2013 private placement exercised 350,000 Series B Warrants into 350,000 shares of the Company’s common stock for net proceeds of approximately $1,119,000.

The Series A Preferred Stock issued in the offering had a beneficial conversion feature and, as a result, the Company recognized approximately $2.48 million as a non-cash deemed dividend in the quarter ended June 30, 2013. In order to calculate the amount of the deemed dividend, the Company estimated the relative fair value of the Series A Preferred Stock, the Series A Warrants and the Series B Warrants issued in order to determine the amount of the beneficial conversion feature present in the Series A Preferred Stock. The Series A Preferred Stock was valued using Level 2 inputs by reference to the market value of the Company’s common stock into which the Series A Preferred Stock is convertible. The Series A Warrants and Series B Warrants granted were valued using the Black-Scholes valuation model and the following Level 3 input assumptions:

Weighted Average Assumptions
	April 2013 Private Placement Series A Warrants			April 2013 Private Placement Series B Warrants
Risk-free interest rate		0.24	%		0.24	%
Expected life (years)		2.3			1.9
Expected volatility		87	%		87	%
Dividend yield		0.00	%		0.00	%

September 2013 Private Placement

On September 23, 2013, the Company closed an offering pursuant to the terms of a private placement agreement, in which the Company raised $5,800,000 in gross proceeds, or approximately $4,905,000 in net proceeds after deducting placement agents’ fees and other offering expenses, in a private placement of 5,800 shares of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”). The Company used the proceeds of this offering in part to redeem the remaining outstanding balance of 2,802 shares of the Series A Preferred Stock, issued in April 2013, for a redemption value of approximately $2,802,000. After further deducting the amount to redeem the outstanding shares of Series A Preferred Stock, the net proceeds of this offering were approximately $2,103,000.

Subject to certain ownership limitations, shares of Series B Preferred Stock were convertible, at the option of the holder thereof, into an aggregate of up to 2,452,431 shares of the Company’s common stock. The Series B Preferred Stock was not redeemable or contingently redeemable, did not have a preferential dividend right, nor did it have any preferences over the common stock, including liquidation rights.

The investors in the private placement converted all of the 5,800 shares of Series B Preferred Stock into 2,452,431 shares of our common stock during the year ended December 31, 2013 and therefore no shares of Series B Preferred Stock remain outstanding as of December 31, 2013.

Also included in the offering were warrants to purchase 2,452,431 shares of the Company’s common stock, which were exercisable immediately after issuance, have a five-year term and a per share exercise price of $2.24.

At the closing, the Company also issued to its placement agent and related persons warrants to purchase 147,145 shares of the Company’s common stock, which are exercisable immediately after issuance, have a five-year term and a per share exercise price of $2.80.

During the nine months ended September 30, 2014, the investors in the September 2013 private placement exercised 2,452,431 warrants for the purchase of 2,452,431 shares of the Company’s common stock for net proceeds of approximately $5,493,000. As of September 30, 2014, no five-year term warrants issued to investors in the September 2013 private placement remain outstanding.

As a result of the Company’s redemption of the outstanding balance of the Series A Preferred Stock, the excess of the fair value of the consideration transferred to the holders of the Series B Preferred Stock over the carrying amount of the Series A Preferred Stock in the Company’s balance sheet (net of issuance costs) was treated as a non-cash deemed dividend to the shareholders of the Series B Preferred Stock. The Company recognized approximately $2.31 million as a non-cash deemed dividend in the quarter ended September 30, 2013. In order to calculate the amount of the deemed dividend, the Company first calculated the amount of the consideration transferred to the holders of the Series B Preferred Stock which included the cash used to redeem the Series A Preferred Stock, and the estimated value of the Series B Preferred Stock and warrants. The Series B Preferred Stock was valued using Level 2 inputs by reference to the market value of the Company’s common stock into which the Series B Preferred Stock is convertible. The warrants granted were valued using the Black-Scholes valuation model and the following Level 3 input assumptions:

Weighted Average Assumptions
	September 2013
	Private Placement Warrants
Risk-free interest rate		0.24	%
Expected life (years)		1.9
Expected volatility		79	%
Dividend yield		0.00	%

At The Market Agreement and Purchase Agreement for the sale of common stock

On July 21, 2010, the Company entered into an “at the market” equity offering sales agreement (the “ATM Agreement”) with MLV & Co. LLC ( “MLV”), pursuant to which the Company may issue and sell shares of its common stock from time to time through MLV acting as sales agent and underwriter. The Company is limited as to how many shares it can sell under the ATM Agreement due to SEC limitations on the number of shares issuable pursuant to a Form S-3 registration statement in a primary offering by smaller reporting companies such as the Company. Further, the Company is restricted from using this facility until December 2014 pursuant to the terms of the securities purchase agreement entered into with the purchasers in the May 2014 financing. The Company may be able to sell more shares under this agreement over the next twelve months depending on several factors including the Company’s stock price, number of shares outstanding, and when the sales occur.

In connection with the ATM Agreement, the Company issued approximately 422,000 shares of common stock for proceeds of approximately $1,936,000 net of issuance costs, during the nine months ended September 30, 2013 and issued no shares of common stock under this agreement during the nine months ended September 30, 2014.

In November 2011, the Company entered into a purchase agreement (the “LPC Purchase Agreement”) for the sale, from time to time, of up to $20,000,000 (with a remaining balance of $17,400,000) of its common stock to Lincoln Park Capital Fund, LLC (“LPC”), which expires on January 11, 2015. The Company can only sell shares under this arrangement if it maintains a minimum stock price of $6.00, and the Company is restricted from using this facility until December 2014 pursuant to the terms of the securities purchase agreement entered into with the purchasers in the May 2014 financing. Accordingly, the facility is not available to the Company at this time.

Warrants

The following is a summary of the Company’s outstanding common stock warrants as of September 30, 2014 and December 31, 2013:

					Number of Warrants outstanding as of:
	Date of		Exercise		(In thousands)
Warrants Issued in Connection with:	Issuance		Price		September 30, 2014		December 31, 2013
Direct Registration Series I Warrants		07/20/09	$	504.00		—		12
Private Placement Series A Warrants		04/16/13	$	3.40		1,460		1,460
Private Placement Series B Warrants		04/16/13	$	3.40		757		1,107
2013 Private Placement Warrants		09/23/13	$	2.24		—		2,452
2013 Private Placement Warrants		09/23/13	$	2.80		147		147
2014 Public Offering Warrants		02/18/14	$	2.75		1,872		—
2014 Public Offering Warrants		02/18/14	$	2.56		293		—
2014 Private Placement Warrants		05/28/14	$	2.90		2,700		—
2014 Private Placement Warrants		05/28/14	$	3.70		216		—
Total Warrants Outstanding						7,445		5,178

The Direct Registration Series I Warrants, issued by the Company on July 20, 2009, had a five-year term and expired unexercised on July 20, 2014.

Options

The Company’s 2005 Stock Plan, as amended (the “2005 Plan”) provides for the award of options, restricted stock and stock appreciation rights to acquire up to 833,333 shares of the Company’s common stock in the aggregate. Currently, the 2005 Plan allows for awards of up to 200,000 shares that may be granted to any one participant in any fiscal year. For options subject to graded vesting, the Company elected the straight-line method of expensing these awards over the service period.

The following is a summary of the Company’s stock option activity under its 2005 Plan for the nine months ended September 30, 2014:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(Years)		(In thousands)
Options outstanding at December 31, 2013		192		$	12.54		7.61
Granted		491		$	2.73
Forfeited and expired		(41	)	$	33.40
Options outstanding at September 30, 2014		642		$	3.72		8.67	$	—
Options exercisable at September 30, 2014		229		$	4.60		7.26	$	—
Options vested or expected to vest at September 30, 2014		539		$	3.81		8.52	$	—

As of September 30, 2014 there was approximately $546,000 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over a weighted average period of approximately 3 years.

The fair values for the stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the nine months ended September 30, 2014:

Weighted Average Assumptions
Risk-free interest rate	1.57	%
Expected life (years)	4
Expected volatility	101	%
Dividend yield	0.00	%

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Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 238	$ 268
Accumulated amortization on license agreements	$ 1,476	$ 1,406
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares issued	20,706,000	5,586,000
Common stock, shares outstanding	20,706,000	5,586,000

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Stockholders' Equity - Common and Preferred Shares - Fair Value Measurements on Recurring and Nonrecurring Basis (Detail)	9 Months Ended
	Sep. 30, 2014
September 2013 Private Placement Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rate	0.24%
Expected life (years)	1 year 10 months 24 days
Expected volatility	79.00%
Dividend yield	0.00%
April 2013 Private Placement [Member] | Private Placement Series A Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rate	0.24%
Expected life (years)	2 years 3 months 18 days
Expected volatility	87.00%
Dividend yield	0.00%
April 2013 Private Placement [Member] | Private Placement Series B Warrants [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rate	0.24%
Expected life (years)	1 year 10 months 24 days
Expected volatility	87.00%
Dividend yield	0.00%

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 10, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	OXGN
Entity Registrant Name	OXIGENE INC
Entity Central Index Key	0000908259
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		20,705,514

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Stockholders' Equity - Common and Preferred Shares - Summary of Company's Outstanding Common Stock Warrants (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified					9 Months Ended		9 Months Ended			9 Months Ended			9 Months Ended		9 Months Ended		9 Months Ended
	Sep. 30, 2014	May 28, 2014	Feb. 18, 2014	Dec. 31, 2013	Sep. 30, 2014 Direct Registration Series I Warrants [Member]	Dec. 31, 2013 Direct Registration Series I Warrants [Member]	Sep. 30, 2014 Private Placement Series A Warrants [Member]	Dec. 31, 2013 Private Placement Series A Warrants [Member]	Apr. 16, 2013 Private Placement Series A Warrants [Member]	Sep. 30, 2014 Private Placement Series B Warrants [Member]	Dec. 31, 2013 Private Placement Series B Warrants [Member]	Apr. 16, 2013 Private Placement Series B Warrants [Member]	Sep. 30, 2014 Private Placement Warrants [Member]	Dec. 31, 2013 Private Placement Warrants [Member]	Sep. 30, 2014 Private Placement Warrants One [Member]	Dec. 31, 2013 Private Placement Warrants One [Member]	Sep. 30, 2014 Public Offering Warrants [Member]	Sep. 30, 2014 Public Offering Warrants One [Member]	Sep. 30, 2014 Private Placement Warrants Two [Member]	Sep. 30, 2014 Private Placement Warrants Three [Member]
Class of Warrant or Right [Line Items]
Date of Issuance					Jul. 20, 2009		Apr. 16, 2013			Apr. 16, 2013			Sep. 23, 2013		Sep. 23, 2013		Feb. 18, 2014	Feb. 18, 2014	May 28, 2014	May 28, 2014
Exercise Price	$ 2.24	$ 2.90	$ 2.75		$ 504		$ 3.40		$ 3.40	$ 3.40		$ 3.40	$ 2.24		$ 2.80		$ 2.75	$ 2.56	$ 2.90	$ 3.70
Number of Warrants Outstanding	7,445			5,178		12	1,460	1,460		757	1,107			2,452	147	147	1,872	293	2,700	216

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Condensed Statements of Comprehensive Loss (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Product revenues		$ 95		$ 95
Operating expenses:
Research and development	2,240	1,165	5,798	2,514
General and administrative	1,213	1,577	4,207	3,764
Total operating expenses	3,453	2,742	10,005	6,278
Loss from operations	(3,453)	(2,647)	(10,005)	(6,183)
Investment income	2	1	4	3
Other (expense) income, net	1		(8)
Net loss and comprehensive loss	(3,450)	(2,646)	(10,009)	(6,180)
Non-cash deemed dividend to preferred stock		(2,318)		(4,799)
Net loss attributable to common stock	$ (3,450)	$ (4,964)	$ (10,009)	$ (10,979)
Basic and diluted net loss per share attributable to common stock	$ (0.17)	$ (1.88)	$ (0.64)	$ (4.84)
Weighted-average number of common shares outstanding	20,705	2,640	15,716	2,268

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Description of Business

Description of Business

OXiGENE, Inc. (“OXiGENE” or the “Company”), is incorporated in the state of Delaware, and is a clinical-stage, biopharmaceutical company developing novel therapeutics primarily to treat cancer. The Company’s major focus is developing vascular disrupting agents (“VDAs”) that selectively disrupt abnormal blood vessels associated with solid tumor progression. The Company is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients. The Company has two VDA drug candidates currently being tested in clinical trials, fosbretabulin tromethamine and OXi4503.

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They have been prepared on a basis which assumes that OXiGENE will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, however, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Annual Report on Form 10-K for the Company for the year ended December 31, 2013.

Capital Resources

Capital Resources

The Company has experienced net losses every year since inception and, as of September 30, 2014, had an accumulated deficit of approximately $248,517,000. The Company expects to incur significant additional operating losses over the next several years, principally as a result of the Company’s clinical trials and anticipated research and development expenditures. The principal source of the Company’s working capital to date has been the proceeds of private and public equity financings, the exercise of warrants and, to a lesser extent, the exercise of stock options. The Company currently has no recurring material amount of income. As of September 30, 2014, the Company had approximately $32,887,000 in cash. Based on the Company’s ongoing programs, planned new programs and operations, the Company expects its existing cash to support its operations through approximately the end of 2016.

Use of Estimates

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). The Company is currently in the process of evaluating this new guidance. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted.

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Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2014

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

6. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). The Company is currently in the process of evaluating this new guidance. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted.

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Commitments and Contingencies - Additional Information (Detail) (USD $)	9 Months Ended
	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Unapplied purchase commitment due	$ 2,547,000
Unapplied purchase commitment estimated and accrued	151,000
Purchase commitment due	2,396,000
Unapplied purchase commitment due during remainder of 2014	866,000
Unapplied purchase commitment non-cancelable contracts	$ 215,000

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Stockholders' Equity - Common and Preferred Shares - Summary of the Company's Stock Option Activity under its 2005 Plan (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares, Options outstanding, Beginning Balance	192
Shares, Granted	491
Shares, Forfeited and expired	(41)
Shares, Options outstanding, Ending Balance	642
Shares, Options exercisable, Ending Balance	229
Shares, Options vested or expected to vest, Ending Balance	539
Weighted Average Exercise Price, Options outstanding, Beginning Balance	$ 12.54
Weighted Average Exercise Price, Granted	$ 2.73
Weighted Average Exercise Price, Forfeited and expired	$ 33.40
Weighted Average Exercise Price, Options outstanding, Ending Balance	$ 3.72
Weighted Average Exercise Price, Options exercisable, Ending Balance	$ 4.60
Weighted Average Exercise Price, Options vested or expected to vest, Ending Balance	$ 3.81
Weighted Average Remaining Contractual Life, Options Outstanding, Beginning Balance	7 years 7 months 10 days
Weighted Average Remaining Contractual Life, Options Outstanding, Ending Balance	8 years 8 months 1 day
Weighted Average Remaining Contractual Life, Options exercisable, Ending Balance	7 years 3 months 4 days
Weighted Average Remaining Contractual Life, Options vested or expected to vest, Ending Balance	8 years 6 months 7 days
Aggregate Intrinsic Value, Options outstanding, Ending Balance
Aggregate Intrinsic Value, Options exercisable outstanding, Ending Balance
Aggregate Intrinsic Value, Options vested or expected to vest, Ending Balance

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014 Candidate	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of VDA drug candidates tested	2
Accumulated earnings (deficit)	$ (248,517)	$ (238,508)
Cash	$ 32,887	$ 7,005	$ 8,777	$ 4,946

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Stockholders' Equity - Common and Preferred Shares (Tables)

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Fair Value Measurements on Recurring and Nonrecurring Basis

The Series A Warrants and Series B Warrants granted were valued using the Black-Scholes valuation model and the following Level 3 input assumptions:

Weighted Average Assumptions
	April 2013 Private Placement Series A Warrants			April 2013 Private Placement Series B Warrants
Risk-free interest rate		0.24	%		0.24	%
Expected life (years)		2.3			1.9
Expected volatility		87	%		87	%
Dividend yield		0.00	%		0.00	%

 The Series B Preferred Stock was valued using Level 2 inputs by reference to the market value of the Company’s common stock into which the Series B Preferred Stock is convertible. The warrants granted were valued using the Black-Scholes valuation model and the following Level 3 input assumptions:

Weighted Average Assumptions
	September 2013
	Private Placement Warrants
Risk-free interest rate		0.24	%
Expected life (years)		1.9
Expected volatility		79	%
Dividend yield		0.00	%

Summary of the Company's Outstanding Common Stock Warrants

The following is a summary of the Company’s outstanding common stock warrants as of September 30, 2014 and December 31, 2013:

					Number of Warrants outstanding as of:
	Date of		Exercise		(In thousands)
Warrants Issued in Connection with:	Issuance		Price		September 30, 2014		December 31, 2013
Direct Registration Series I Warrants		07/20/09	$	504.00		—		12
Private Placement Series A Warrants		04/16/13	$	3.40		1,460		1,460
Private Placement Series B Warrants		04/16/13	$	3.40		757		1,107
2013 Private Placement Warrants		09/23/13	$	2.24		—		2,452
2013 Private Placement Warrants		09/23/13	$	2.80		147		147
2014 Public Offering Warrants		02/18/14	$	2.75		1,872		—
2014 Public Offering Warrants		02/18/14	$	2.56		293		—
2014 Private Placement Warrants		05/28/14	$	2.90		2,700		—
2014 Private Placement Warrants		05/28/14	$	3.70		216		—
Total Warrants Outstanding						7,445		5,178

Summary of the Company's Stock Option Activity under its 2005 Plan

The following is a summary of the Company’s stock option activity under its 2005 Plan for the nine months ended September 30, 2014:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(Years)		(In thousands)
Options outstanding at December 31, 2013		192		$	12.54		7.61
Granted		491		$	2.73
Forfeited and expired		(41	)	$	33.40
Options outstanding at September 30, 2014		642		$	3.72		8.67	$	—
Options exercisable at September 30, 2014		229		$	4.60		7.26	$	—
Options vested or expected to vest at September 30, 2014		539		$	3.81		8.52	$	—

Weighted-Average Assumptions

The fair values for the stock options granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the nine months ended September 30, 2014:

Weighted Average Assumptions
Risk-free interest rate	1.57	%
Expected life (years)	4
Expected volatility	101	%
Dividend yield	0.00	%

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Lease Payments Under Lease

The future minimum lease payments under the lease, as amended, are as follows:

	Amount (In thousands)
2014 (remaining 3 months)	$	33
2015		202
2016		209
2017		215
2018		221
Thereafter		112
Total lease obligations	$	992

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Stockholders' Equity - Common and Preferred Shares - Additional Information (Detail) (USD $)	0 Months Ended				3 Months Ended	9 Months Ended								0 Months Ended		3 Months Ended			0 Months Ended	3 Months Ended	0 Months Ended			0 Months Ended	9 Months Ended	12 Months Ended		9 Months Ended		9 Months Ended	12 Months Ended	0 Months Ended		0 Months Ended	9 Months Ended		9 Months Ended			12 Months Ended					9 Months Ended		9 Months Ended
	May 28, 2014	Feb. 18, 2014	Sep. 23, 2013	Apr. 16, 2013	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	May 28, 2014	Feb. 18, 2014	Dec. 31, 2013	Apr. 16, 2013	Sep. 30, 2014 2005 Plan [Member] Participant	Sep. 30, 2014 Placement Agent and Related Persons [Member]	Sep. 23, 2013 Series A Preferred Stock [Member]	Apr. 16, 2013 Series A Preferred Stock [Member]	Jun. 30, 2013 Series A Preferred Stock [Member]	Dec. 31, 2013 Series A Preferred Stock [Member]	Sep. 30, 2013 Series A Preferred Stock [Member]	Sep. 23, 2013 Series B Preferred Stock [Member]	Sep. 30, 2013 Series B Preferred Stock [Member]	Apr. 16, 2013 Private Placement Series A Warrants [Member]	Sep. 30, 2014 Private Placement Series A Warrants [Member]	Apr. 16, 2013 Private Placement Series A Warrants [Member]	Apr. 16, 2013 Private Placement Series B Warrants [Member]	Sep. 30, 2014 Private Placement Series B Warrants [Member]	Dec. 31, 2013 Private Placement Series B Warrants [Member]	Apr. 16, 2013 Private Placement Series B Warrants [Member]	Sep. 30, 2014 Common Stock [Member]	Sep. 23, 2013 Common Stock [Member]	Sep. 30, 2014 Common Stock [Member] Private Placement Series B Warrants [Member]	Dec. 31, 2013 Common Stock [Member] Private Placement Series B Warrants [Member]	May 28, 2014 Registered Offering [Member]	May 28, 2014 Registered Offering [Member]	Feb. 18, 2014 Public Offering [Member]	Sep. 30, 2014 Public Offering [Member]	Feb. 18, 2014 Public Offering [Member]	Sep. 30, 2014 Private Placement [Member]	May 28, 2014 Private Placement [Member]	Feb. 18, 2014 Private Placement [Member]	Dec. 31, 2013 Private Placement [Member] Series A Preferred Stock [Member]	Dec. 31, 2013 Private Placement [Member] Series B Preferred Stock [Member]	Dec. 31, 2013 Private Placement [Member] Common Stock [Member]	May 28, 2014 Private Placement [Member] Registered Offering [Member]	Feb. 18, 2014 Private Placement [Member] Public Offering [Member]	Sep. 30, 2013 MLV & Co. LLC [Member]	Sep. 30, 2014 MLV & Co. LLC [Member]	Sep. 30, 2014 Lincoln Park Capital Fund, LLC [Member]	Nov. 30, 2011 Lincoln Park Capital Fund, LLC [Member]
Stockholders' Equity - Common and Preferred Shares [Line Items]
Net proceeds from issuance of common stock and warrants	$ 14,822,000	$ 10,860,000
Gross proceeds from issuance of common stock and warrants	16,000,000	12,000,000
Share price of common stock and warrants issued																																	$ 2.9625			$ 2.05
Number of warrants issued for each unit issued																																	0.5			0.5
Common stock issued during period															5,000				5,800											350,000	270,390	5,400,847		5,853,657											422,000
Exercise of warrants, shares of Company's common stock converted						1,054,625																	1,377,412				1,377,412	2,452,431					2,700,424			2,926,829	0						216,033	292,682
Term of warrants	5 years 3 months 18 days	5 years				5 years
Exercise Price						$ 2.24		$ 2.90	$ 2.75				$ 2.80									$ 3.40	$ 3.40		$ 3.40		$ 3.40											$ 3.7031	$ 2.56
Percentage of warrants owned								4.99%	9.99%
Increase in percentage of warrants owned	9.99%
Number of warrant exercised						1,054,625																															2,452,431
Proceeds from warrant exercises						9,512,000	432,000																		1,119,000	864,000		5,493,000							2,900,000
Gross proceeds			5,800,000	5,000,000
Net proceeds			4,905,000	4,192,000										2,103,000
Number of common stock issued upon conversion											1,377,412																		2,452,431												2,452,431	605,422
Number of preferred stock converted																																								2,198	5,800
Number of preferred stock outstanding						0				0				2,802			0	2,802																							0
Redeemable value of outstanding balance														2,802,000				2,802,000
Exercisable period of warrants						5 years															5 years			2 years
Purchase of common stock at closing						147,145																	82,645
Warrant exercised																									350,000	270,390
Non-cash deemed dividend to preferred stock					2,318,000		4,799,000									2,480,000				2,310,000
Proceeds from issuance of common stock, net of issuance costs						25,681,000	1,936,000																																						1,936,000
Issuance of common stock						20,706,000				5,586,000																																				0
Value of purchase agreement for the sale with Lincoln Park Capital Fund, LLC																																																20,000,000
Purchase agreement date of expiration																																															January 11, 2015
Minimum purchase price per share																																																$ 6.00
Additional value of purchase agreement for the sale with Lincoln Park Capital Fund, LLC																																																17,400,000
Warrant closing date						Jul. 20, 2014
Maximum number of shares acquired for the award of options, restricted stock and stock appreciation												833,333
Maximum number of shares granted to any one participant in any fiscal year												200,000
Number of participant												1
Weighted average period for recognizing unrecognized compensation cost as expense						3 years
Unrecognized compensation cost related to stock option awards						$ 546,000

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Net Loss Per Share - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock excluded from the calculation of weighted average shares for diluted net loss per share	642,000	205,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock excluded from the calculation of weighted average shares for diluted net loss per share	7,445,000	5,313,000
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock excluded from the calculation of weighted average shares for diluted net loss per share		5,800
Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock excluded from the calculation of weighted average shares for diluted net loss per share		2,452,431

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Condensed Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Operating activities:
Net loss	$ (10,009)	$ (6,180)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	12	8
Amortization of license agreement	70	73
Stock-based compensation	352	638
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(153)	(24)
Accounts payable and accrued expenses	423	614
Net cash used in operating activities	(9,305)	(4,871)
Investing activities:
Purchases of furniture, fixtures, equipment and other assets	(6)
Net cash used in investing activities	(6)
Financing activities:
Proceeds from issuance of preferred stock, net of issuance costs		6,334
Proceeds from issuance of common stock, net of issuance costs	25,681	1,936
Proceeds from exercise of warrants into common stock, net of issuance costs	9,512	432
Net cash provided by financing activities	35,193	8,702
Increase in cash and cash equivalents	25,882	3,831
Cash at beginning of period	7,005	4,946
Cash at end of period	32,887	8,777
Non-Cash investing and financing activities:
Conversion of preferred stock to common stock		2,198
Non-cash deemed dividend to preferred stock		$ 4,799

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Employee Severance

9 Months Ended

Sep. 30, 2014

Compensation Related Costs [Abstract]

Employee Severance

5. Employee Severance

During the nine months ended September 30, 2014 the Company recorded a charge in general and administrative expense and a related liability in accrued compensation and benefits of $435,000, related to an officer separation agreement. As of September 30, 2014, the Company had a remaining liability balance under this agreement of approximately $282,000 which is payable over the period ending May 2015.

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Stockholders' Equity - Common and Preferred Shares - Weighted-Average Assumptions (Detail)	9 Months Ended
	Sep. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Risk-free interest rate	1.57%
Expected life (years)	4 years
Expected volatility	101.00%
Dividend yield	0.00%