UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 18, 2016
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) | |||
Registrant’s 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 obligation of the registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On March 18, 2016, Tamar D. Howson, a director of OXiGENE, Inc. (the “Company”), informed the Company that she will not stand for re-election as a director of the Company at the Company’s next annual stockholder meeting. Ms. Howson will continue to serve as a director of the Company until such meeting.
(d) On March 21, 2016, the Board of Directors of the Company (the “Board”) increased the authorized size of the Board from five seats to six seats and appointed Simon C. Pedder, Ph.D. as a member of the Board to fill the newly created vacancy.
Dr. Pedder, age 55, previously served as the President and Chief Executive Officer of Cellectar Biosciences, Inc., a biopharmaceutical company developing compounds for the treatment, diagnosis and imaging of cancer, from April 1, 2014 until June 15, 2015 and served as Cellectar’s Acting Chief Executive Officer from October 2013 until April 1, 2014. Dr. Pedder also served as a member of the board of directors of Cellectar from October 2013 until June 2015. From May 2004 through July 2012, Dr. Pedder served as President, Chief Executive Officer and director of Chelsea Therapeutics, Inc., a public development stage biopharmaceutical company. Dr. Pedder currently serves as the Vice President of Corporate Strategy and Business Development of Athenex, Inc., a private global specialty oncology pharmaceutical company. He also currently serves on the board of directors of Eboo Pharmaceuticals, Inc., a private development-stage pharmaceutical company, Ballantyne Therapeutics, Inc., a private pharmaceutical development company, and Atlantic Research Group, a private contract research organization. Dr. Pedder has a Bachelor of Environmental Studies from the University of Waterloo, a Master of Science in Toxicology from Concordia University and a Ph.D. in Pharmacology from the Medical College at the University of Saskatchewan College of Medicine.
In accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy, Dr. Pedder will receive, in exchange for his services as a member of the Board, $40,000 in annual cash compensation to be paid quarterly in advance on the first day of each fiscal quarter and will receive a pro-rated cash payment for his service as a member of the Board for the current quarter. In addition, Dr. Pedder was granted options to purchase 99,711 shares of common stock of the Company, to vest over a three (3) year term commencing on the effective date of his appointment.
There are no arrangements or understandings between Dr. Pedder and any other person pursuant to which he was selected as a member of the Board. The Company is not aware of any transaction in which Dr. Pedder has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release dated March 23, 2016, announcing Dr. Pedder’s appointment, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press release, dated March 24, 2016. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXiGENE, Inc. | ||||||
| Date: March 24, 2016 | /s/ WILLIAM D. SCHWIETERMAN | |||||
| By: William D. Schwieterman | ||||||
| Its: President and Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release, dated March 24, 2016. | |
Exhibit 99.1
Investor and Media Contact:
ir@oxigene.com
650-635-7000
OXIGENE APPOINTS DR. SIMON PEDDER TO BOARD OF DIRECTORS
SOUTH SAN FRANCISCO, Calif. – March 24, 2016 — OXiGENE, Inc. (Nasdaq:OXGN), a biopharmaceutical company developing vascular disrupting agents (VDAs) for the treatment of cancer, today announced that Simon C. Pedder, Ph.D. has been appointed to OXiGENE’s board of directors, effective March 21, 2016.
“I am extremely pleased to welcome Simon to our board,” said William D. Schwieterman, M.D., OXiGENE’s President and Chief Executive Officer. “Simon has a wealth of experience in many areas that will benefit OXiGENE as we continue to advance our investigational drugs. I am particularly excited about his business development expertise and his track record that includes getting drugs approved and successfully launched. He will be a valuable addition to OXiGENE’s board, and I know from working with him previously that he will have numerous contributions to make as we work to build shareholder value and advance our clinical candidates.”
Dr. Pedder has had a successful career in drug development and is currently the Vice President of Corporate Strategy and Business Development of Athenex, Inc., a global specialty oncology pharmaceutical company. Earlier, Dr. Pedder was Vice President of the Oncology Pharma Business at Hoffman-LaRoche. His other roles at Hoffman-LaRoche included Life Cycle Leader and Global Project Leader of Pegasys/IFN, Head of Hepatitis Franchise, Global Project Leader of Pharmaceutical Development and Director of Clinical Operations. Dr. Pedder’s recent leadership roles included serving as President and Chief Executive Officer of Cellectar Biosciences, Inc. and of Chelsea Therapeutics, Inc. Before joining the pharmaceutical industry, he was on the faculty of the Department of Pharmacology in the College of Medicine at the University of Saskatchewan, where he obtained his Ph.D. in Pharmacology. Dr. Pedder has led the late stage development and commercial launch of several pharmaceutical products.
Commenting on his appointment, Dr. Pedder stated, “I am delighted to join OXiGENE’s board at this time. Their lead investigational drug, CA4P, has shown strong efficacy in clinical trials when given in combination with an antiangiogenic agent, such as bevacizumab. I believe that the opportunities at OXiGENE are tremendous, and I look forward to working with Bill and the rest of the management team here to help achieve the full potential of the company’s portfolio.”
About OXiGENE
OXiGENE is a clinical-stage biopharmaceutical company developing vascular disrupting agents to treat cancer. VDAs selectively disrupt abnormal blood vessels that sustain tumors. The company’s investigational drugs include CA4P (fosbretabulin), which is in development as a treatment for solid tumors, and OXi4503, which is in development for acute myeloid leukemia (AML). OXiGENE is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients.
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements in this press release, which include the timing of advancement, outcomes, data and regulatory guidance relative to our clinical programs and achievement of our business and financing objectives may turn out to be wrong. Forward-looking statements can be affected by inaccurate assumptions OXiGENE might make or by known or unknown risks and uncertainties, including, but not limited to, the inherent risks of drug development, manufacturing and regulatory review, and the availability of additional financing to pursue and continue development of our programs. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in OXiGENE’s reports to the Securities and Exchange Commission, including OXiGENE’s reports on Form 10-K, 10-Q and 8-K. However, OXiGENE undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise. Please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.