UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2015
OXiGENE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-21990 | 13-3679168 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
701 Gateway Boulevard, Suite 210, South San Francisco, CA |
94080 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (650) 635-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(a), (d) and (f) Not applicable.
(b) The disclosure provided under Item 5.02(c) below is incorporated herein by reference.
(c) On May 12, 2015, OXiGENE, Inc. (OXiGENE or the Company) announced that, effective immediately, William D. Schwieterman, M.D., a current member of the Board of Directors, has been appointed as OXiGENEs President and Chief Executive Officer. David (Dai) Chaplin, Ph.D., OXiGENEs previous President and Chief Executive Officer, will continue to serve on OXiGENEs Board of Directors and will become OXiGENEs Chief Scientific Officer.
Dr. Schwieterman, 57, is an experienced biotechnology executive with a background in clinical development and regulatory matters. From 2009 to 2014, he was Chief Medical Officer of Chelsea Therapeutics, Inc., a publicly traded biopharmaceutical development company, where he led the companys clinical development team toward the approval of droxidopa for the treatment of non-motor symptoms of Parkinsons disease and other neurodegenerative diseases. Dr. Schwieterman was formerly Chief of the Medicine Branch and Chief of the Immunology and Infectious Disease Branch in the Division of Clinical Trials at the Food and Drug Administration (FDA). During his ten years at the FDA, Dr. Schwieterman oversaw a wide range of clinical development plans for a large number of different types of molecules. Previously, Dr. Schwieterman was also a part-time medical advisor at Perceptive Advisors, LLC, a New York-based hedge fund. He holds a B.S. and M.D. from the University of Cincinnati.
OXiGENE entered into a consultancy agreement with Dr. Schwieterman, effective July 21, 2014, as disclosed in the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2014. OXiGENE paid Dr. Schwieterman $5,800 as compensation for services performed under this consultancy agreement during the fiscal year ended December 31, 2014. The consultancy agreement will be terminated in connection with Dr. Schwietermans becoming the Companys President and Chief Executive Officer.
OXiGENE has entered into an Employment Agreement (the CEO Agreement) with Dr. Schwieterman with respect to his service as President and Chief Executive Officer. Pursuant to the CEO Agreement, Dr. Schwieterman will initially receive an annual base salary of $410,000 per year. In addition, Dr. Schwieterman may be awarded an annual bonus of up to 50% of his then-current annual base salary, at the sole discretion of OXiGENE, based on OXiGENEs assessment of Dr. Schwietermans performance and OXiGENEs performance.
Subject to the approval of the 2015 Equity Incentive Plan by OXiGENEs stockholders at the Companys annual meeting to be held on May 28, 2015, Dr. Schwieterman will receive the following option grants pursuant to the 2015 Equity Incentive Plan: (i) options to purchase 150,000 shares of OXiGENEs common stock at an exercise price equal to the fair market value of such stock on the date of grant that will vest over four years, and (ii) options to purchase 75,000 shares of OXiGENEs common stock at an exercise price equal to the fair market value of such stock on the date of the grant that will vest in full upon the effective date of a change of control (as defined in the CEO Agreement) of the Company, subject to certain conditions as set forth in the CEO Agreement.
Dr. Schwieterman may terminate the CEO Agreement upon prior written notice to OXiGENE. OXiGENE may terminate the CEO Agreement on contemporaneous written notice for cause, as defined in the CEO Agreement, upon Dr. Schwietermans death, upon 30 days prior written notice if Dr. Schwieterman becomes disabled, or without cause on 60 days prior written notice. If Dr. Schwietermans employment is terminated by OXiGENE for cause, by reason of Dr. Schwietermans death or disability or by Dr. Schwieterman without good reason (as defined in the CEO Agreement), OXiGENE will pay to Dr. Schwieterman the amount of OXiGENEs accrued obligations, as defined in the CEO Agreement, as of the date of such termination. If Dr. Schwietermans employment is terminated by OXiGENE other than for cause or by Dr. Schwieterman with good reason, OXiGENE will pay to Dr. Schwieterman the accrued obligations, an amount equal to 12 months of his then-current base salary and premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for Dr. Schwieterman and his immediate family for 12 months, subject to the conditions outlined in the CEO Agreement.
If Dr. Schwietermans employment is terminated by OXiGENE other than for cause or by Dr. Schwieterman with good reason in the one year following the effective date of a change in control of OXiGENE, OXiGENE will pay to Dr. Schwieterman the accrued obligations, an amount equal to 12 months of his then-current base salary and COBRA premiums for a period of 12 months on the same conditions described above. In addition, all of Dr. Schwietermans unvested equity compensation outstanding on the date of termination shall vest and be immediately exercisable. Dr. Schwieterman has also agreed not to directly or indirectly solicit for employment certain current and former key employees and officers of OXiGENE during the term of his employment with OXiGENE and for the 12 month period following termination of his employment with OXiGENE.
OXiGENE has also entered into a Confidentiality and Invention Agreement with Dr. Schwieterman.
(e) | The disclosure provided under Item 5.02(c) above is incorporated herein by reference. |
OXiGENE has entered into an Employment Agreement (the CSO Agreement) with Dr. Chaplin with respect to his service as Chief Scientific Officer. Pursuant to the CSO Agreement, Dr. Chaplin will initially receive an annual base salary of $220,000 per year. In addition, Dr. Chaplin may be awarded an annual bonus of up to 35% of his then-current annual base salary, at the sole discretion of OXiGENE, based on OXiGENEs assessment of Dr. Chaplins performance and OXiGENEs performance.
Dr. Chaplin may terminate the CSO Agreement upon prior written notice to OXiGENE. OXiGENE may terminate the CSO Agreement on contemporaneous written notice for cause, as defined in the CSO Agreement, upon Dr. Chaplins death, upon 30 days prior written notice if Dr. Chaplin becomes disabled, or without cause on 60 days prior written notice. If Dr. Chaplins employment is terminated by OXiGENE for cause, by reason of Dr. Chaplins death or disability or by Dr. Chaplin without good reason (as defined in the CSO Agreement), OXiGENE will pay to Dr. Chaplin the amount of OXiGENEs accrued obligations, as defined in the CSO Agreement, as of the date of such termination. If Dr. Chaplins employment is terminated by OXiGENE other than for cause or by Dr. Chaplin with good reason, OXiGENE will pay to Dr. Chaplin the accrued obligations, an amount equal to 12 months of his then-current base salary and premiums pursuant to COBRA for Dr. Chaplin and his immediate family for 12 months, subject to the conditions outlined in the CSO Agreement.
If Dr. Chaplins employment is terminated by OXiGENE other than for cause or by Dr. Chaplin with good reason in the one year following the effective date of a change in control of OXiGENE, OXiGENE will pay to Dr. Chaplin the accrued obligations, an amount equal to 12 months of his then-current base salary and COBRA premiums for a period of 12 months on the same conditions described above. In addition, all of Dr. Chaplins unvested equity compensation outstanding on the date of termination shall vest and be immediately exercisable. Dr. Chaplin has also agreed not to directly or indirectly solicit for employment certain current and former key employees and officers of OXiGENE during the term of his employment with OXiGENE and for the 12 month period following termination of his employment with OXiGENE.
OXiGENE has also entered into a Confidentiality and Invention Agreement with Dr. Chaplin.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits:
Exhibit |
| |
99.1 | Press Release dated May 12, 2015. |
SIGNATURE
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 hereunto duly authorized.
OXiGENE, Inc. | ||||||
Date: May 12, 2015 | /s/ Frederick W. Driscoll | |||||
By: | Frederick W. Driscoll | |||||
Chairman of the Board of Directors |
Exhibit 99.1
Investor and Media Contact:
ir@oxigene.com
650-635-7000
OXIGENE APPOINTS BILL SCHWIETERMAN, M.D., AS PRESIDENT AND CHIEF EXECUTIVE
OFFICER
- Dai Chaplin Becomes Chief Scientific Officer -
SOUTH SAN FRANCISCO, Calif., May 12, 2015 OXiGENE, Inc. (Nasdaq:OXGN), a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer, today announced the appointment of a new President and Chief Executive Officer, Bill Schwieterman, M.D. The companys current CEO, Dai Chaplin, Ph.D., will become Chief Scientific Officer. Both Drs. Schwieterman and Chaplin will continue to serve on OXiGENEs board of directors.
Dr. Schwieterman is an experienced biotechnology executive with a deep background in clinical development and regulatory matters. From 2009 to 2014, he was Chief Medical Officer of Chelsea Therapeutics, Inc., where he led the companys clinical development team toward the approval of droxidopa for the treatment of non-motor symptoms of Parkinsons disease and other neurodegenerative diseases. Dr. Schwieterman was formerly Chief of the Medicine Branch and Chief of the Immunology and Infectious Disease Branch in the Division of Clinical Trials at the Food and Drug Administration (FDA). During his ten years at FDA, Dr. Schwieterman oversaw a wide range of clinical development plans for a large number of different types of molecules. Previously, Dr. Schwieterman was also a part-time medical advisor at Perceptive Advisors, LLC, a New York-based hedge fund. He holds a B.S. and M.D. from the University of Cincinnati.
On behalf of the companys board, chairman Fred Driscoll commented, We are pleased that Bill has agreed to lead OXiGENE into its next phase as a clinical development company. He brings an exceptional medical and regulatory background to the company, at a time which will be of great value as he builds on the work that Dai has done over the past year to focus our programs and strengthen the companys cash balance.
Commenting on his appointment, Dr. Schwieterman said, I am delighted to take over the reins as CEO at this important juncture, and work together with Dai to enhance our programs and their scientific, medical and commercial value. OXiGENE has a range of promising clinical and preclinical assets that we can further develop and optimize, even as we determine next steps for our lead clinical program, fosbretabulin, in platinum-resistant ovarian cancer. I look forward to transforming the company into a leader in clinical drug development.
About OXiGENE
OXiGENE is a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer. The company is focused on developing vascular disrupting agents (VDAs), which are compounds that selectively disrupt abnormal blood vessels associated with solid tumor survival and progression. The companys lead clinical product candidate, fosbretabulin, is in development as a potential treatment for solid tumors. OXi4503, its second-generation product candidate, is in development for acute myeloid leukemia (AML). OXiGENE is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements in this press release, which include the timing of advancement, outcomes, data and regulatory guidance relative to our clinical programs and achievement of our business and financing objectives may turn out to be wrong. Forward-looking statements can be affected by inaccurate assumptions OXiGENE might make or by known or unknown risks and uncertainties, including, but not limited to, the inherent risks of drug development, manufacturing and regulatory review, and the availability of additional financing to continue development of our programs. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in OXiGENEs reports to the Securities and Exchange Commission, including OXiGENEs reports on Form 10-K, 10-Q and 8-K. However, OXiGENE undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise. Please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.