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UNDER
THE SECURITIES ACT OF 1933
Delaware | 2836 | 13-3679168 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
South San Francisco, California 94080
(650) 635-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Executive Officer
OXiGENE, Inc.
701 Gateway Blvd., Suite 210
South San Francisco, California 94080
(650) 635-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Jonathan L. Kravetz, Esq.
Megan N. Gates, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyþ | |||
(Do not check if a smaller reporting company) |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the post-effective amendment No. 2 to the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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EX-23.1 Consent of Ernst & Young LLP. |
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• | aggressive and difficult-to-treat malignancies; | ||
• | use in combination with chemotherapy in a variety of solid tumors, particularly those in which carboplatin and/or paclitaxel chemotherapy are commonly used; and | ||
• | use in combination with commonly used anti-angiogenic drugs, such as bevacizumab, that act via VEGF pathway inhibition, in various solid tumor indications. |
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• | determine the therapeutic utility of ZYBRESTAT in PCV by measuring the effect of ZYBRESTAT on the vasculature of the polyps associated with PCV; | ||
• | determine blood concentrations of drug required for activity in humans and thereby estimate, with the benefit of preclinical data, an appropriate dose of topically-administered ZYBRESTAT to be evaluated in subsequent human clinical studies; and | ||
• | further evaluate the feasibility of and reduce the risk associated with developing a topical formulation of ZYBRESTAT for ophthalmologic indications. |
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• | decrease the requirement for or possibly even replace the use of medications injected into the eye; | ||
• | have utility for treating patients with newly developed and/or less severe forms of neovascular ophthalmological diseases and conditions, which could potentially prevent these patients from developing active and/or severe forms of the disease that result in vision loss; | ||
• | have utility in patients with neovascular ophthalmological diseases and conditions that do not respond well to treatment with currently available therapeutics; and | ||
• | provide an attractive partnering opportunity with a company operating in the ophthalmological disease space. |
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Percent of | (Applicable | |||||||
VWAP* | VWAP | Discount) | ||||||
Greater than $12.00 per share | 95 | % | (5 | )% | ||||
Less than or equal to $12.00 per share but greater than or equal to $9.01 per share | 94 | % | (6 | )% | ||||
Less than or equal to $9.00 per share but greater than or equal to $5.51 per share | 92 | % | (8 | )% | ||||
Less than or equal to $5.50 per share but greater than or equal to $2.41 per share | 90 | % | (10 | )% | ||||
Less than or equal to $2.40 per share but greater than or equal to $1.25 per share | 88 | % | (12 | )% | ||||
Less than or equal to $1.24 per share but greater than or equal to $0.75 per share | 86 | % | (14 | )% |
* | As set forth in the common stock purchase agreement, “VWAP” means the volume weighted average price (the aggregate sales price of all trades of common stock during each trading day divided by the total number of shares of common stock traded during such trading day) of the common stock during any trading day as reported by Bloomberg, L.P. using the AQR function. |
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• | Each of our representations and warranties in the common stock purchase agreement shall be true and correct in all material respects as of the date when made and as of the draw down exercise date as though made at that time, except for representations and warranties that are expressly made as of a particular date. | ||
• | We shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the common stock purchase agreement, the registration rights agreement and the warrant to be performed, satisfied or complied with by us. | ||
• | We shall have complied in all material respects with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the common stock purchase agreement and the consummation of the transactions it contemplates. | ||
• | The registration statement, which includes this prospectus, shall have previously become effective and shall remain effective. | ||
• | We shall not have knowledge of any event that could reasonably be expected to have the effect of causing the registration statement applicable to Kingsbridge’s resale of shares of our common stock to be suspended or otherwise ineffective. | ||
• | Trading in our common stock shall not have been suspended by the U.S. Securities and Exchange Commission, or SEC, The NASDAQ Global Market or the Financial Industry Regulatory Authority and trading in securities generally on The NASDAQ Global Market shall not have been suspended or limited. | ||
• | No statute, rule, regulation, executive order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority which prohibits the consummation of any of the transactions contemplated by the common stock purchase agreement. | ||
• | No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and to our knowledge no investigation by any governmental authority shall have been threatened, against us or any of our officers, directors or affiliates seeking to enjoin, prevent or change the transactions contemplated by the common stock purchase agreement. | ||
• | We shall have sufficient shares of common stock, calculated using the closing trade price of the common stock as of the trading day immediately preceding a draw down, registered under the registration statement to issue and sell such shares in accordance with such draw down. | ||
• | We shall not be in default in any material respect under the warrant issued to Kingsbridge to purchase up to 250,000 shares. | ||
• | Kingsbridge shall have received an opinion in the form previously agreed to. |
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Draw Down | Price to be Paid by | Number of Shares | ||||||||||||||
Amount | VWAP | % Discount | Kingsbridge | to be Issued | ||||||||||||
$1,000,000 | $ | 0.85 | 14 | % | $ | 0.73 | 1,369,863 |
Draw Down | Price to be Paid by | Number of Shares | ||||||||||||||
Amount | VWAP | % Discount | Kingsbridge | to be Issued | ||||||||||||
$1,000,000 | $ | 0.75 | 14 | % | $ | 0.65 | 1,538,461 |
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• | selection and oversight of vendors to our clinical trial-related services; | ||
• | maintenance and management of databases containing safety and other data from clinical trials, the timely reporting of any issues raised from the review of safety and other data to applicable regulatory authorities, institutional review boards and ethics committees, and data safety monitoring committees; | ||
• | oversight of the monitoring of clinical trial sites by outside vendors and the review of and response to periodic monitoring reports; |
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• | training of clinical trial investigators and site personnel; | ||
• | establishing adequate standard operating procedures, or SOPs, and internal staff training in such procedures to ensure appropriate adherence to applicable quality and compliance standards; and | ||
• | allocation of resources to our Quality/Compliance Department. |
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• | reliance on the third party for manufacturing process development, regulatory compliance and quality assurance; | ||
• | limitations on supply availability resulting from capacity and scheduling constraints of the third party; | ||
• | the possible breach of the manufacturing agreement by the third party because of factors beyond our control; and | ||
• | the possible termination or non-renewal of the agreement by the third party, based on our own business priorities, at a time that is costly or inconvenient for us. |
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• | the initiation, timing, progress and results of our preclinical and clinical trials, research and development programs; | ||
• | the further preclinical or clinical development and commercialization of our product candidates; | ||
• | the potential benefits of our product candidates over other therapies; | ||
• | the timing, costs and other limitations involved in obtaining regulatory approval for any product; | ||
• | our ability to enter into any collaboration with respect to product candidates; | ||
• | our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; | ||
• | our ability to retain the services of our current executive officers, directors and principal consultants; | ||
• | our estimates of future performance; and | ||
• | our estimates regarding anticipated operating losses, future revenue, expenses, capital requirements and our needs for additional financing. |
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Shares of Common | Shares of Common | |||||||||||||||||||
Stock Beneficially | Stock Beneficially | |||||||||||||||||||
Owned Prior to | Number of | Owned After | ||||||||||||||||||
Offering | Shares | Offering | ||||||||||||||||||
Security Holder | Number | Percent | Being Offered | Number | Percent | |||||||||||||||
Kingsbridge Capital Limited(1) | 5,323,435 | (2) | 7.1 | % | 5,323,435 | (2) | 0 | 0 | % |
(1) | The address of Kingsbridge is Kingsbridge Capital Limited, Attention: Mr. Tony Hillman, P.O. Box 1075, Elizabeth House, 9 Castle Street, St Helier, Jersey, JE42QP, Channel Islands. |
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(2) | Consists of (a) 5,073,435 shares of common stock issuable under the common stock purchase agreement we entered into with Kingsbridge on February 19, 2008, as amended, and (b) 250,000 shares of common stock issuable upon exercise of a warrant, issued to Kingsbridge on February 19, 2008, which is currently exercisable in full. For the purposes hereof, we assume the issuance of all 5,323,435 shares under (a) and (b). Anthony Gardner-Hillman, Adam Gurney and Maria O’Donoghue have voting and investment control of the securities held by Kingsbridge. Kingsbridge does not accept third-party investments. |
• | a block trade in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; | ||
• | an over-the-counter distribution in accordance with NASDAQ Stock Market LLC or Financial Industry Regulatory Authority rules; | ||
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; | ||
• | privately negotiated transactions; | ||
• | a combination of such methods of sale; and | ||
• | any other method permitted pursuant to applicable law. |
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• | the name of any such broker-dealers; | ||
• | the number of shares involved; | ||
• | the price at which such shares are to be sold; | ||
• | the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; | ||
• | that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and | ||
• | other facts material to the transaction. |
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ISSUER PURCHASES OF EQUITY SECURITIES
Fiscal Year 2010 | Fiscal Year 2009 | Fiscal Year 2008 | ||||||||||||||||||||||
High | Low | High | Low | High | Low | |||||||||||||||||||
First Quarter | $ | 1.38 | $ | 1.00 | $ | 0.89 | $ | 0.52 | $ | 2.55 | $ | 1.71 | ||||||||||||
Second Quarter | $ | 2.78 | $ | 0.71 | $ | 1.98 | $ | 1.14 | ||||||||||||||||
Third Quarter | $ | 2.37 | $ | 1.31 | $ | 1.58 | $ | 1.05 | ||||||||||||||||
Fourth Quarter | $ | 1.70 | $ | 1.01 | $ | 1.63 | $ | 0.60 |
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(Amounts In thousands except per share amounts) | ||||||||||||||||||||||||||||
Three Months Ended March 31, | Years Ended December 31, | |||||||||||||||||||||||||||
2010 | 2009 | 2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||||||
STATEMENT OF OPERATIONS DATA: | ||||||||||||||||||||||||||||
License revenue | $ | — | — | $ | — | $ | 12 | $ | 12 | $ | — | $ | 1 | |||||||||||||||
Operating costs and expenses: | ||||||||||||||||||||||||||||
Research and development | 4,185 | 4,925 | 22,256 | 18,995 | 14,511 | 11,213 | 7,253 | |||||||||||||||||||||
General and administrative | 1,703 | 1,708 | 8,900 | 6,957 | 7,774 | 6,703 | 5,796 | |||||||||||||||||||||
Restructuring | 510 | — | — | — | — | — | — | |||||||||||||||||||||
Total operating costs and expenses | 6,398 | 6,633 | 31,156 | 25,952 | 22,285 | 17,916 | 13,049 | |||||||||||||||||||||
Operating loss | (6,398 | ) | (6,633 | ) | (31,156 | ) | (25,940 | ) | (22,273 | ) | (17,916 | ) | (13,048 | ) | ||||||||||||||
Change in fair value of warrants | (4,633 | ) | (8 | ) | 2,166 | 3,335 | — | — | — | |||||||||||||||||||
Investment income | 7 | 52 | 110 | 618 | 1,955 | 2,502 | 1,135 | |||||||||||||||||||||
Other income (expense), net | (4 | ) | 14 | (63 | ) | 66 | (71 | ) | (43 | ) | 4 | |||||||||||||||||
Consolidated net loss | $ | (11,028 | ) | $ | (6,575 | ) | $ | (28,943 | ) | $ | (21,921 | ) | $ | (20,389 | ) | $ | (15,457 | ) | $ | (11,909 | ) | |||||||
Loss attributed to noncontrolling interest | — | (1,023 | ) | (4,215 | ) | (520 | ) | — | — | — | ||||||||||||||||||
Net loss attributed to OXiGENE, Inc. | $ | (11,028 | ) | $ | (5,552 | ) | $ | (24,728 | ) | $ | (21,401 | ) | $ | (20,389 | ) | $ | (15,457 | ) | $ | (11,909 | ) | |||||||
Excess purchase price over carrying value of noncontrolling interest acquired in Symphony ViDA, Inc. | $ | — | $ | — | $ | (10,383 | ) | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Net loss applicable to common stock | $ | (11,028 | ) | $ | (5,552 | ) | $ | (35,111 | ) | $ | (21,401 | ) | $ | (20,389 | ) | $ | (15,457 | ) | $ | (11,909 | ) | |||||||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.17 | ) | $ | (0.12 | ) | $ | (0.66 | ) | $ | (0.70 | ) | $ | (0.73 | ) | $ | (0.56 | ) | $ | (0.61 | ) | |||||||
Weighted average number of common shares outstanding | 64,441 | 46,008 | 53,414 | 30,653 | 27,931 | 27,626 | 19,664 |
As of March 31, | As of December 31, | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||||||
BALANCE SHEET DATA: | ||||||||||||||||||||||||
Cash, restricted cash and equivalents and available-for-sale securities | $ | 14,154 | $ | 14,072 | $ | 18,918 | $ | 28,438 | $ | 45,839 | $ | 58,855 | ||||||||||||
Marketable securities held by Symphony ViDA, Inc., restricted | — | — | 14,663 | — | — | — | ||||||||||||||||||
Working capital | 4,362 | 6,356 | 28,320 | 23,880 | 42,083 | 52,667 | ||||||||||||||||||
Total assets | 15,733 | 15,617 | 35,031 | 30,064 | 47,642 | 60,268 | ||||||||||||||||||
Total liabilities | 21,508 | 9,818 | 6,292 | 5,207 | 4,222 | 3,734 | ||||||||||||||||||
Accumulated deficit | (194,958 | ) | (183,930 | ) | (159,202 | ) | (137,801 | ) | (117,412 | ) | (101,955 | ) | ||||||||||||
Noncontrolling Interest | — | — | 9,432 | — | — | — | ||||||||||||||||||
Total stockholders’ equity | $ | (5,775 | ) | $ | 5,799 | $ | 28,739 | $ | 24,857 | $ | 43,420 | $ | 56,534 |
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Three Months Ended | |||||
March 31, | |||||
2010 | |||||
License revenue | $ | — | |||
Net loss attributed to OXiGENE, Inc. | (11,028 | ) | |||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.17 | ) |
Three Months Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2009 | 2009 | 2009 | 2009 | |||||||||||||
License revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
Net loss attributed to OXiGENE, Inc. | (5,552 | ) | (5,273 | ) | (16,858 | ) | (7,428 | ) | ||||||||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.12 | ) | $ | (0.11 | ) | $ | (0.29 | ) | $ | (0.12 | ) |
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2008 | 2008 | 2008 | 2008 | |||||||||||||
License revenue | $ | — | $ | — | $ | 12 | $ | — | ||||||||
Net loss attributed to OXiGENE, Inc. | (5,445 | ) | (7,048 | ) | (7,108 | ) | (1,800 | ) | ||||||||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.19 | ) | $ | (0.25 | ) | $ | (0.25 | ) | $ | (0.05 | ) |
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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• | aggressive and difficult-to-treat malignancies; | ||
• | use in combination with chemotherapy in a variety of solid tumors, particularly those in which carboplatin and/or paclitaxel chemotherapy are commonly used; and | ||
• | use in combination with commonly used anti-angiogenic drugs, such as bevacizumab, that act via VEGF pathway inhibition, in various solid tumor indications. |
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• | determine the therapeutic utility of ZYBRESTAT in PCV by measuring the effect of ZYBRESTAT on the vasculature of the polyps associated with PCV; | ||
• | determine blood concentrations of drug required for activity in humans and thereby estimate, with the benefit of preclinical data, an appropriate dose of topically-administered ZYBRESTAT to be evaluated in subsequent human clinical studies; and | ||
• | further evaluate the feasibility of and reduce the risk associated with developing a topical formulation of ZYBRESTAT for ophthalmologic indications. |
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• | decrease the requirement for or possibly even replace the use of medications injected into the eye; | ||
• | have utility for treating patients with newly developed and/or less severe forms of neovascular ophthalmological diseases and conditions, which could potentially prevent these patients from developing active and/or severe forms of the disease that result in vision loss; | ||
• | have utility in patients with neovascular ophthalmological diseases and conditions that do not respond well to treatment with currently available therapeutics; and | ||
• | provide an attractive partnering opportunity with a company operating in the ophthalmological disease space. |
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Three Months ended March 31, | ||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
% of Total | % of Total | |||||||||||||||||||||||
Operating | Operating | Increase (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
Research and development | $ | 4,185 | 65 | % | $ | 4,925 | 74 | % | $ | (740 | ) | -15 | % | |||||||||||
General and administrative | 1,703 | 27 | % | 1,708 | 26 | % | (5 | ) | 0 | % | ||||||||||||||
Restructuring | 510 | 8 | % | — | 0 | % | 510 | 100 | % | |||||||||||||||
Total operating expenses | $ | 6,398 | 100 | % | $ | 6,633 | 100 | % | $ | (235 | ) | -4 | % | |||||||||||
Three Months ended March 31, | ||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
% of Total | % of Total | Increase (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
External services | $ | 2,787 | 66 | % | $ | 2,964 | 60 | % | $ | (177 | ) | -6 | % | |||||||||||
Employee compensation and related | 1,164 | 28 | % | 1,572 | 32 | % | (408 | ) | -26 | % | ||||||||||||||
Employee stock-based compensation | 35 | 1 | % | 58 | 1 | % | (23 | ) | -40 | % | ||||||||||||||
Other | 199 | 5 | % | 331 | 7 | % | (132 | ) | -40 | % | ||||||||||||||
Total research and development | $ | 4,185 | 100 | % | $ | 4,925 | 100 | % | $ | (740 | ) | -15 | % | |||||||||||
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Three Months ended Mar 31, | ||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
% of Total | % of Total | Increase (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
Employee compensation and related | $ | 617 | 37 | % | $ | 773 | 45 | % | $ | (156 | ) | -20 | % | |||||||||||
Employee stock-based compensation | 57 | 3 | % | 128 | 7 | % | (71 | ) | -55 | % | ||||||||||||||
Consulting and professional services | 772 | 45 | % | 552 | 32 | % | 220 | 40 | % | |||||||||||||||
Other | 257 | 15 | % | 255 | 16 | % | 2 | 1 | % | |||||||||||||||
Total general and administrative | $ | 1,703 | 100 | % | $ | 1,708 | 100 | % | $ | (5 | ) | 0 | % | |||||||||||
• | We will continue to advance our high-priority Phase 2 ZYBRESTAT trial in non-small cell lung cancer (FALCON study), with updated safety and efficacy results anticipated for presentation at the upcoming American Society of Clinical Oncology (ASCO) meeting in June 2010. | ||
• | We have stopped further enrollment in the Phase 2/3 FACT clinical trial in anaplastic thyroid cancer (ATC), but will continue to treat and follow all patients who are currently enrolled. A survival analysis is anticipated in early 2011. We expect this plan to optimize our ability to gain useful additional insight into ZYBRESTAT’s antitumor activity earlier than the previously anticipated timeline, while also reducing cash utilization in 2010 and subsequent years. | ||
• | The OXi4503 Phase 1b trial in patients with hepatic tumors will continue with an interim analysis expected in mid-2010. | ||
• | The Phase 2 FAVOR study of ZYBRESTAT in polypoidal choroidal vasculopathy (PCV), a form of macular degeneration, will continue but with a reduced number of patients and an analysis of the treatment results expected in the first half of 2010. | ||
• | Future development decisions concerning the OXi4503 program and the ZYBRESTAT for ophthalmology program will be made following these analyses and additional review by our management and board of directors. | ||
• | We reduced our workforce by 20 employees or approximately 49%. |
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Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Change in fair value of warrants | $ | (4,633 | ) | $ | (8 | ) | ||
Investment income | 7 | 52 | ||||||
Other (expense) income, net | (4 | ) | 14 | |||||
Total | $ | (4,630 | ) | $ | 58 | |||
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Symphony Additional Investment Shares | $ | — | $ | (4 | ) | |||
Committed Equity Financing Facility Warrants | 2 | (4 | ) | |||||
Direct Registration Warrants | 225 | — | ||||||
Excess of value of the Private Placement Warrants at issuance over the net proceeds of the offering | (4,433 | ) | ||||||
Private Placement Warrants | (427 | ) | — | |||||
Total gain (loss) on change in fair market value of derivatives | $ | (4,633 | ) | $ | (8 | ) | ||
2009 | 2008 | |||||||||||||||||||||||
% of Total | % of Total | |||||||||||||||||||||||
Operating | Operating | Increase (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
Research and development | $ | 22,256 | 71 | % | $ | 18,995 | 73 | % | $ | 3,261 | 17 | % | ||||||||||||
General and administrative | 8,900 | 29 | % | 6,957 | 27 | % | 1,943 | 28 | % | |||||||||||||||
Total operating expenses | $ | 31,156 | 100 | % | $ | 25,952 | 100 | % | $ | 5,204 | 20 | % | ||||||||||||
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Twelve Months Ended Dec 31, | ||||||||||||||||||||||||
2009 | 2008 | Increase | ||||||||||||||||||||||
% of Total | % of Total | (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
External services | 13,233 | 59 | % | 13,273 | 69 | % | $ | (40 | ) | 0 | % | |||||||||||||
Employee compensation and related | 7,693 | 35 | % | 4,490 | 24 | % | 3,203 | 71 | % | |||||||||||||||
Stock-based compensation | 185 | 1 | % | 337 | 2 | % | (152 | ) | (45 | )% | ||||||||||||||
Facilities and related | 726 | 3 | % | 561 | 3 | % | 165 | 29 | % | |||||||||||||||
Other | 419 | 2 | % | 334 | 2 | % | 85 | 25 | % | |||||||||||||||
Total research and development | $ | 22,256 | 100 | % | $ | 18,995 | 100 | % | $ | 3,261 | 17 | % | ||||||||||||
2009 | 2008 | Increase | ||||||||||||||||||||||
% of Total | % of Total | (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
Employee compensation and related | $ | 3,165 | 35 | % | $ | 2,604 | 37 | % | $ | 561 | 22 | % | ||||||||||||
Stock-based compensation | $ | 273 | 3 | % | 663 | 10 | % | $ | (390 | ) | (59 | )% | ||||||||||||
Consulting and professional services | $ | 4,409 | 50 | % | 2,498 | 36 | % | $ | 1,911 | 77 | % | |||||||||||||
Facilities and related | $ | 294 | 3 | % | 354 | 5 | % | $ | (60 | ) | (17 | )% | ||||||||||||
Other | $ | 759 | 9 | % | 838 | 12 | % | $ | (79 | ) | (9 | )% | ||||||||||||
Total general and administrative | $ | 8,900 | 100 | % | $ | 6,957 | 100 | % | $ | 1,943 | 28 | % | ||||||||||||
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Increase | ||||||||||||||||
(Decrease) | ||||||||||||||||
2009 | 2008 | Amount | % | |||||||||||||
Gain from change in fair value of warrants and other financial instruments | $ | 2,166 | $ | 3,335 | $ | (1,169 | ) | (35 | )% | |||||||
Investment income | 110 | 618 | (508 | ) | (82 | )% | ||||||||||
Other income (expense), net | (63 | ) | 66 | (129 | ) | (195 | )% | |||||||||
Total | $ | 2,213 | $ | 4,019 | $ | (1,806 | ) | (45 | )% |
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• | We will continue to advance our high-priority Phase 2 ZYBRESTAT trial in non-small cell lung cancer (FALCON study), with updated safety and efficacy results anticipated for presentation at the upcoming American Society of Clinical Oncology (ASCO) meeting in June 2010. | ||
• | We plan to stop further enrollment in the Phase 2/3 FACT clinical trial in anaplastic thyroid cancer (ATC), but will continue to treat and follow all patients who are currently enrolled. A survival analysis is anticipated in early 2011. We expect this plan to optimize our ability to gain useful additional insight into ZYBRESTAT’s antitumor activity earlier than the previously anticipated timeline, while also reducing cash utilization in 2010 and subsequent years. | ||
• | The OXi4503 Phase 1b trial in patients with hepatic tumors will continue with an interim analysis expected in mid-2010. | ||
• | The Phase 2 FAVOR study of ZYBRESTAT in polypoidal choroidal vasculopathy (PCV), a form of macular degeneration, will continue with an interim analysis expected in the first half of 2010. | ||
• | Future development decisions concerning the OXi4503 program and the ZYBRESTAT for ophthalmology program will be made following these analyses and additional review by our management and board of directors. | ||
• | In addition, we reduced our workforce by 20 employees or approximately 49%. |
2008 | 2007 | |||||||||||||||||||||||
% of Total | % of Total | Increase | ||||||||||||||||||||||
Operating | Operating | (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
Research and development | $ | 18,995 | 73 | % | $ | 14,511 | 65 | % | $ | 4,484 | 31 | % | ||||||||||||
General and administrative | 6,957 | 27 | % | 7,774 | 35 | % | (817 | ) | (11 | )% | ||||||||||||||
Total operating expenses | $ | 25,952 | 100 | % | $ | 22,285 | 100 | % | $ | 3,667 | 16 | % | ||||||||||||
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2008 | 2007 | |||||||||||||||||||||||
% of Total | % of Total | |||||||||||||||||||||||
Research & | Research & | |||||||||||||||||||||||
Development | Development | Increase (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
External services | $ | 13,273 | 69 | % | $ | 9,552 | 66 | % | 3,721 | 39 | % | |||||||||||||
Employee compensation and related | 4,490 | 24 | % | 3,939 | 27 | % | $ | 551 | 14 | % | ||||||||||||||
Stock-based compensation | 337 | 2 | % | 320 | 2 | % | 17 | 5 | % | |||||||||||||||
Facilities related | 561 | 3 | % | 381 | 3 | % | 180 | 47 | % | |||||||||||||||
Other | 334 | 2 | % | 319 | 2 | % | 15 | 5 | % | |||||||||||||||
Total research and development | $ | 18,995 | 100 | % | $ | 14,511 | 100 | % | $ | 4,484 | 31 | % | ||||||||||||
2008 | 2007 | |||||||||||||||||||||||
% of Total | % of Total | |||||||||||||||||||||||
General & | General & | |||||||||||||||||||||||
Administrative | Administrative | Increase (Decrease) | ||||||||||||||||||||||
Amount | Expenses | Amount | Expenses | Amount | % | |||||||||||||||||||
Employee compensation and related | $ | 2,604 | 37 | % | $ | 2,574 | 33 | % | $ | 30 | 1 | % | ||||||||||||
Stock-based compensation | 663 | 10 | % | 1,472 | 19 | % | (809 | ) | (55 | )% | ||||||||||||||
Consulting and professional services | 2,498 | 36 | % | 2,326 | 30 | % | 172 | 7 | % | |||||||||||||||
Facilities related | 354 | 5 | % | 346 | 4 | % | 8 | 2 | % | |||||||||||||||
Other | 838 | 12 | % | 1,056 | 14 | % | (218 | ) | (21 | )% | ||||||||||||||
Total general and administrative | $ | 6,957 | 100 | % | $ | 7,774 | 100 | % | $ | (817 | ) | (11 | )% | |||||||||||
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Three Months | ||||
Ended March 31, | ||||
2010 | ||||
Operating activities: | ||||
Net loss | $ | (11,028 | ) | |
Non-cash adjustments to net loss | 4,877 | |||
Changes in operating assets and liabilities | (442 | ) | ||
Net cash used in operating activities | (6,593 | ) | ||
Investing activities: | ||||
Other | 14 | |||
Net cash provided by investing activities | 14 | |||
Investing activities: | ||||
Proceeds from issuance of common stock and warrants | 6,661 | |||
Net cash provided by financing activities | 6,661 | |||
Increase in cash and cash equivalents | 82 | |||
Cash and cash equivalents at beginning of period | 13,932 | |||
Cash and cash equivalents at end of period | $ | 14,014 | ||
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Less Than | 1-3 | 4-5 | After 5 | |||||||||||||||||
Total | 1 Year | Years | Years | Years | ||||||||||||||||
Clinical development and related committements | $ | 9,436 | $ | 8,681 | $ | 744 | $ | 11 | $ | — | ||||||||||
Operating Leases | 1,999 | 795 | 1,069 | 135 | — | |||||||||||||||
Total contractual cash obligations | $ | 11,435 | $ | 9,476 | $ | 1,813 | $ | 146 | — | |||||||||||
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• | aggressive and difficult-to-treat malignancies; | ||
• | use in combination with chemotherapy in a variety of solid tumors, particularly those in which carboplatin and/or paclitaxel chemotherapy are commonly used; and | ||
• | use in combination with commonly used anti-angiogenic drugs, such as bevacizumab, that act via VEGF pathway inhibition, in various solid tumor indications. |
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• | determine the therapeutic utility of ZYBRESTAT in PCV by measuring the effect of ZYBRESTAT on the vasculature of the polyps associated with PCV; | ||
• | determine blood concentrations of drug required for activity in humans and thereby estimate, with the benefit of preclinical data, an appropriate dose of topically-administered ZYBRESTAT to be evaluated in subsequent human clinical studies; and | ||
• | further evaluate the feasibility of and reduce the risk associated with developing a topical formulation of ZYBRESTAT for ophthalmologic indications. |
• | decrease the requirement for or possibly even replace the use of medications injected into the eye; |
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• | have utility for treating patients with newly developed and/or less severe forms of neovascular ophthalmological diseases and conditions, which could potentially prevent these patients from developing active and/or severe forms of the disease that result in vision loss; | ||
• | have utility in patients with neovascular ophthalmological diseases and conditions that do not respond well to treatment with currently available therapeutics; and | ||
• | provide an attractive partnering opportunity with a company operating in the ophthalmological disease space. |
Study Design and | ||||||||
Indication | Number of Subjects (n) | Regimen | Sponsor | Status | ||||
AnaplasticThyroid Cancer (ATC) | FACT Trial — Phase II/III Randomized, Controlled Pivotal Registration Study (n=180) Enrollment terminated at 78 patients in Jan 2010) | carboplatin + paclitaxel ± ZYBRESTAT | OXiGENE | Enrollment Discontinued; Patients to be treated until study termination. | ||||
1st-line Non-small Cell Lung Cancer (NSCLC) | FALCON Trial - Phase II Randomized, Controlled Study (n=60) | carboplatin + paclitaxel + bevacizumab ± ZYBRESTAT | OXiGENE | Enrolling | ||||
Platinum-resistant Ovarian Cancer | Phase II Simon Two-Stage Design Study (n=44) | ZYBRESTAT + carboplatin + paclitaxel | Cancer Research UK | Complete |
Study Design and | ||||||||
Indication | Number of Subjects (n) | Regimen | Sponsor | Status | ||||
Refractory Solid Tumors | Phase I Dose-Escalation Study | OXi4503 | Cancer Research UK | Enrolling | ||||
Hepatic Tumors | Phase Ib Dose-Ranging Study (n=18 in Phase Ib portion) | OXi4503 | OXiGENE | Enrolling | ||||
Additional Oncology Indication | PhaseIDose-Escalation Study | OXi4503 | OXiGENE | Planned for 2010 |
Study Design and | ||||||||
Indication | Number of Subjects (n) | Regimen | Sponsor | Status | ||||
Proof-of-mechanism Study in Polypoidal Choroidal Vasculopathy (PCV) | Phase II Randomized, Double-Masked, Placebo-controlled, Single-dose Study (n=40) | ZYBRESTAT (intravenous-route) | OXiGENE | Enrolling |
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1ST-Generation Anti-Vascular Drugs | 2ND-Generation Anti-Vascular Drugs | |||
Anti-AngiogenicDrugs(bevacizumab, ranibizumab, sorafenib, sunitinib, pegaptanib, etc.) | OXiGENE VDA Drug Candidates(ZYBRESTAT, OXi4503) | |||
Biological Effect | Prevent formation and growth of new blood vessels throughout the body | Selectively occlude and collapse pre-existing tumor vessels | ||
Mechanism | Continuously inhibit pro-angiogenic growth factor signaling (e.g., VEGF) Promiscuous for all angiogenesis | Intermittently and reversibly collapses the tubulin cytoskeleton vascular endothelial cells, causing vascular endothelial cells lining fragile and immature tumor vasculature to change shape, occlude and collapse tumor vessels | ||
Selectively disrupts the endothelial cell junctional protein, VE-cadherin, in tumor vessels and other abnormal vessels | ||||
ZYBRESTAT half-life is approximately 4 hours | ||||
Selective for abnormal vasculature characteristic of tumors and ocular lesions | ||||
Rapidity of Effect | Weeks | Hours | ||
Side Effects | Vascular and non-vascular side-effects, some of which are chronic in nature, e.g., chronic hypertension, wound-healing impairment, hemorrhage/hemoptysis, gastrointestinal perforation, proteinuria/nephrotic syndrome, thromboembolic events, etc. | Transient and manageable, Typical of a “vascularly active” which are chronic in agent (e.g., transient and manageable hypertension) | ||
Mostly non-overlapping with anti-angiogenics | ||||
Compare favorably with anti-angiogenics |
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• | Baylor University, Waco, Texas; | ||
• | Beth Israel Deaconess Medical Center, Boston, Massachusetts; |
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• | University of Oxford, Oxford United Kingdom; and | ||
• | University College London, London, United Kingdom. |
• | completion of pre-clinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices or other applicable regulations; | ||
• | submission to the FDA of an investigational new drug application, or IND, which must become effective before human clinical trials may begin; |
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• | performance of adequate and well-controlled human clinical trials according to Good Clinical Practices to establish the safety and efficacy of the proposed drug for its intended use; | ||
• | submission to the FDA of an NDA; | ||
• | satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with current good manufacturing practice, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; | ||
• | satisfactory completion of FDA inspections of clinical sites and GLP toxicology studies; and | ||
• | FDA review and approval of the NDA. |
• | Phase I: The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients. | ||
• | Phase II: Involves studies in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage. | ||
• | Phase III: Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product and provide, if appropriate, an adequate basis for product labeling. |
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Country / Territory | NCE Marketing Exclusivity Period | |
European Union | 10 years, with an additional year exclusivity available in event a new indication is obtained during the initial exclusivity period | |
New Zealand | 5 years | |
Japan | 6-10 years | |
China | 6 years |
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ROY HAMPTON FICKLING | ||
Age: | 44 | |
Director Since: | 2007 | |
Principal Occupation: | Mr. Fickling has been the owner and President of Fickling & Company, Inc., a Macon, Georgia-based regional real estate development, brokerage, management and consulting firm, since October 1993. | |
Business Experience: | Mr. Fickling was a founding Director of Rivoli Bank & Trust, of Macon and of Beech Street, U.K., Ltd. of London, England, an international healthcare administration firm. He was a major shareholder and advisor to Beech Street Corporation, the largest private PPO network, prior to its acquisition by Concentra, Inc. in 2005. Prior to forming Fickling & Company, Mr. Fickling was employed by Charter Medical Corporation where he worked in the administration of both a medical surgical hospital and a psychiatric hospital. Mr. Fickling holds a B.A. in Business Administration from the University of Georgia. | |
Other Directorships: | Mr. Fickling is a member of the board of directors of Piedmont Community Bank (public), and also serves on the board of directors of several closely held investment and operating companies. | |
Director Qualifications: | The Board highly values Mr. Fickling’s experiences in financial, consulting, healthcare administration, and real estate matters, developed in the course of his career as a senior executive in those industries. The Board believes that these experiences and skills are invaluable characteristics that Mr. Fickling brings to his Board service, and led to the Board’s conclusion that Mr. Fickling should be a member of the Board of Directors. | |
TAMAR D. HOWSON | ||
Age: | 61 | |
Director Since: | 2010 |
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Principal Occupation: | Ms. Howson is currently a Partner with JSB-Partners, a transaction advisory firm serving the life sciences industry. | |
Business Experience: | Ms. Howson formerly served as Executive Vice President of Corporate Development for Lexicon Pharmaceuticals. Prior to Lexicon, she served as Senior Vice President of Corporate and Business Development and was a member of the executive committee at Bristol-Myers Squibb. During her tenure there, Ms. Howson was responsible for leading the company’s efforts in external alliances, licensing and acquisitions. Earlier, Ms. Howson served as Senior Vice President and Director of Business Development at SmithKline Beecham. She also managed SR One Ltd., the $100 million venture capital fund of SmithKline Beecham. Ms. Howson has served as an independent business consultant and adviser to companies both in the United States and in Europe. She held the position of Vice President, Venture Investments at Johnston Associates, a venture capital firm, and earlier as Director of Worldwide Business Development and Licensing for Squibb Corporation. Ms. Howson received her M.B.A. in finance and international business from Columbia University. Educated as a chemical engineer, she holds a M.S. from the City College of New York and a B.S. from the Technion in Israel. | |
Other Directorships: | Ms. Howson currently serves on the boards of Idenix Pharmaceuticals, Inc. (Nasdaq:IDIX), a biopharmaceutical company engaged in the discovery and development of drugs for the treatment of human viral diseases, and S*Bio Pte Ltd. She also serves as a consultant to Pitango Venture Fund and is a member of the advisory board to Triana Venture Partners. She previously served on the boards of Ariad Pharmaceuticals, SkyePharma, NPS Pharma, Targacept, and HBA. | |
Director Qualifications: | The Board highly values Ms. Howson’s significant business development and life sciences industry expertise, developed through her career as a senior professional at several leading pharmaceutical companies. The Board believes that these characteristics uniquely qualify Ms. Howson to serve as a director of the Company and led to the Board’s conclusion that she should be a member of the Board of Directors. | |
MARK KESSEL | ||
Age: | 68 | |
Director Since: | 2008 | |
Principal Occupation: | Mr. Kessel, a Managing Director of Symphony Capital LLC, co-founded Symphony in 2002 and is widely recognized as the leader in structuring product development investments for the biopharmaceutical industry. | |
Business Experience: | Mr. Kessel was formerly the Managing Partner of Shearman & Sterling LLP, with day-to-day operating responsibility for this large international law firm. He received a B.A. with honors in Economics from the City College of New York and a J.D. magna cum laude from Syracuse University College of Law. Mr. Kessel has written on financing for the biotech industry for Nature Reviews Drug Discovery, Nature Biotechnology and other publications, and on issues related to governance and audit committees for such publications as The Wall Street Journal, Financial Times, The Deal and Euromoney. | |
Other Directorships: | Mr. Kessel is a director and Chairman of Symphony Icon, Inc., and a director of Symphony Dynamo, Inc., all Symphony portfolio companies. In addition, Mr. |
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Kessel is a director of the Global Alliance for TB Drug Development, Fondation Santé and the Biotechnology Industry Organization. | ||
Director Qualifications: | The Board believes that Mr. Kessel’s leadership and expertise in matters of strategic transactions and financing for life sciences companies, coupled with his extensive executive management experience leading one of the world’s premier professional services organizations, uniquely qualify Mr. Kessel to serve as a director of the Company and led to the Board’s conclusion that Mr. Kessel should be a member of the Board of Directors. | |
PETER J. LANGECKER, M.D., PH.D. | ||
Age: | 59 | |
Director Since: | 2010 | |
Principal Occupation: | Dr. Langecker joined OXiGENE as Executive Vice President and Chief Development Officer in June 2009 and was appointed Chief Executive Officer in October 2009. | |
Business Experience: | Dr. Langecker served as Chief Medical Officer of DURECT Corporation from May 2006 until June 2009. Prior to joining DURECT, Dr. Langecker served as Chief Medical Officer and Vice President of Clinical Affairs at Intarcia Therapeutics, Inc. from October 1999 to April 2006. Prior to that, Dr. Langecker was Vice President of Clinical Affairs at Sugen, Inc. from 1997 to 1999, Vice President, Clinical Research at Coulter Pharmaceuticals from 1995 to 1997 and Director of Clinical Research, Oncology, at Schering-Plough from 1992 to 1995. Previously, Dr. Langecker worked as a Project Physician-Central Medical Advisor, Oncology at Ciba-Geigy (now Novartis) in Basel, Switzerland. He received his M.D. degree and his doctorate in medical sciences from the Ludwig-Maximilians University in Munich. | |
Director Qualifications: | The Board believes that Dr. Langecker’s medical and scientific training, developed through his extensive career as a life sciences industry executive, uniquely qualify Dr. Langecker to serve as a director of the Company and led to the Board’s conclusion that Dr. Langecker should be a member of the Board of Directors. | |
WILLIAM D. SCHWIETERMAN, M.D. | ||
Age: | 52 | |
Director Since: | 2007 | |
Principal Occupation: | Dr. Schwieterman has been an independent consultant to biotech and pharmaceutical companies specializing in clinical development since July 2002. | |
Business Experience: | Dr. Schwieterman is a board-certified internist and a rheumatologist who was formerly Chief of the Medicine Branch and Chief of the Immunology and Infectious Disease Branch in the Division of Clinical Trials at the FDA. In these capacities and others, Dr. Schwieterman spent 10 years at the FDA in the Center for Biologics overseeing a wide range of clinical development plans for a large number of different types of molecules. Dr. Schwieterman holds a B.S. and M.D. from the University of Cincinnati. | |
Director Qualifications: | The Board believes that Dr. Schwieterman’s medical training and his expertise with regulatory matters involving the Food and Drug Administration and the clinical trials process, are invaluable skills that Dr. Schwieterman brings to his Board service, and led to the Board’s conclusion that Dr. Schwieterman should be a member of the Board of Directors. |
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WILLIAM N. SHIEBLER | ||
Age: | 68 | |
Director Since: | 2002; Chairman of the Board since May 2009 | |
Principal Occupation: | Mr. Shiebler is a principal in two family investment businesses — Tree Tops Investment LLC and Tree Tops Corporation LLC. | |
Business Experience: | From March 2002 to March 2007, Mr. Shiebler was the Advisory Vice Chairman and CEO of the Americas of Deutsche Asset Management, the asset arm of Deutsche Bank. Prior to joining Deutsche Bank, Mr. Shiebler was the President and CEO of Putnam Mutual Funds and prior to that he was President and COO of Dean Witter’s Intercapital Division. | |
Other Directorships: | Mr. Shiebler is a non-executive Chairman and a Director of Nextalk, Inc. (private), a director of Sallie Mae Bank in Murray, Utah (a subsidiary of Sallie Mae, Inc.) and an advisory board member of several corporations. Mr. Shiebler is currently a Trustee of the U.S. Ski and Snowboard Team Foundation, among other charitable and community organizations and privately held entities. Previously, Mr. Shiebler was a trustee or director of a number of other corporate and community organizations, including the Salt Lake Olympic Committee and Kean University. Mr. Shiebler was also a member of the Presidential Commission on Medicaid. | |
Director Qualifications: | The Board believes that Mr. Shiebler’s financial acumen, executive leadership skills, and his extensive experience developed in the course of his career as a senior executive in the financial services industry, uniquely qualify Mr. Shiebler to serve as a director of the Company and led to the Board’s conclusion that Mr. Shiebler should be a member of the Board of Directors. | |
ALASTAIR J.J. WOOD, M.D. | ||
Age: | 63 | |
Director Since: | 2008 | |
Principal Occupation: | Dr. Wood, a Managing Director of Symphony Capital LLC, has worked with Symphony since its inception, initially as Chairman of Symphony’s Clinical Advisory Council, and joined the firm full-time in September 2006 as a Managing Director. | |
Business Experience: | Prior to joining Symphony Capital LLC full-time, Dr. Wood completed more than 30 years at Vanderbilt University School of Medicine, most recently as Associate Dean of External Affairs, where he was also Attending Physician and Tenured Professor of Medicine and Pharmacology. Dr. Wood is currently Professor of Medicine (courtesy appointment) and Professor of Pharmacology (courtesy appointment) at Weill Cornell Medical School, appointments served in an unpaid capacity. Dr. Wood has written or co-authored more than 300 scientific papers and won numerous honors including election to the National Academy of Sciences’ Institute of Medicine. He was until 2006 the chairman of the FDA’s Nonprescription Drugs Advisory Committee, and recently chaired the FDA Advisory Committee on Cox-2 inhibitors. He previously served as a member of the Cardiovascular and Renal Advisory Committee of the FDA, and the FDA’s Nonprescription Drugs Advisory Committee. Dr. Wood has been a member of and chaired National Institutes of Health study sections, served on the editorial boards of four major journals, and between 1992 and 2004 was the Drug Therapy Editor of The New England Journal of Medicine. Most recently, he was named to the Board of the Critical Path Institute. He earned his medical degree at the University of St. Andrews. |
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Other Directorships: | Dr. Wood is a director of Symphony Evolution, Inc. and a member of the Development Committees of Symphony Dynamo, Inc., Symphony Allegro, Inc. and Symphony Icon, Inc., all Symphony portfolio companies. | |
Director Qualifications: | The Board believes that Dr. Wood’s medical training and expertise in drug development, combined with his prior service as a member of several advisory committees to the Food and Drug Administration, uniquely qualify Dr. Wood to serve as a director of the Company and led to the Board’s conclusion that Dr. Wood should be a member of the Board of Directors. |
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All Other | ||||||||||||||||||||||||||||
Stock | Option | Compensation | ||||||||||||||||||||||||||
Name | Year | Salary ($) | Bonus ($) | Awards ($)(1) | Awards ($)(1) | ($)(2) | Total ($) | |||||||||||||||||||||
David Chaplin(3) | 2009 | $ | 282,220 | $ | — | $ | 74,298 | $ | 27,530 | $ | — | $ | 384,048 | |||||||||||||||
Vice President and | 2008 | $ | 334,409 | $ | — | $ | 98,327 | $ | 45,884 | $ | — | $ | 478,620 | |||||||||||||||
Chief Scientific Officer | ||||||||||||||||||||||||||||
Peter Langecker(4) | 2009 | $ | 236,923 | $ | — | $ | — | $ | 41,926 | $ | 464 | $ | 279,313 | |||||||||||||||
Chief Executive Officer | 2008 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
James Murphy | 2009 | $ | 245,000 | $ | — | $ | 37,151 | $ | 63,244 | $ | 663 | $ | 346,058 | |||||||||||||||
Vice President and Chief | 2008 | $ | 245,000 | $ | — | $ | 49,158 | $ | 64,923 | $ | 2,327 | $ | 361,408 | |||||||||||||||
Financial Officer | ||||||||||||||||||||||||||||
John Kollins(5) | 2009 | $ | 222,767 | $ | — | $ | — | $ | 38,340 | $ | 148,340 | $ | 409,447 | |||||||||||||||
Former Chief Executive | 2008 | $ | 272,085 | $ | — | $ | — | $ | 84,687 | $ | 360 | $ | 357,132 | |||||||||||||||
Officer |
(1) | See Note 1 to our Condensed Consolidated Financial Statements reported in our Annual Report on Form 10-K for our fiscal year ended December 31, 2009 for details as to the assumptions used to determine the fair value of each of the stock awards and option awards set forth in this table, and Note 3 describing all forfeitures during fiscal year 2009. See also our discussion of stock-based compensation in our Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” | |
(2) | Other Compensation in 2008 for Mr. Murphy includes the reimbursement of fees and costs associated with providing corrected wage and earnings statements for prior years related to restricted stock compensation reporting. | |
(3) | Dr. Chaplin’s employment agreement provides that his salary be paid in British Pounds. The salary amounts presented above represent his annual salary of £180,257 converted into U.S. dollars at the average monthly conversion rate for the year presented. | |
(4) | Dr. Langecker commenced employment in June 2009 as Executive Vice President and Chief Development Officer. In October 2009 he was appointed as Chief Executive Officer. | |
(5) | Mr. Kollins terminated his employment with OXiGENE effective October 7, 2009. His separation agreement provides for a severance payment of $350,000, payable over one year in 26 equal installments. As of December 31, 2009, $148,077 of Mr. Kollins’ severance has been paid and is included in Other Compensation for him in 2009. | |
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Option Awards(1) | Stock Awards | |||||||||||||||||||||||
Number of | Number of | Market Value | ||||||||||||||||||||||
Securities | Securities | Number of | of Shares or | |||||||||||||||||||||
Underlying | Underlying | Option | Shares or | Units of Stock | ||||||||||||||||||||
Unexercised | Unexercised | Exercise | Option | Units of Stock | That Have Not | |||||||||||||||||||
Options | Options | Price | Expiration | That Have Not | Vested(2) | |||||||||||||||||||
Name | Exerciseable # | Unexerciseable # | $ | Date | Vested # | $ | ||||||||||||||||||
David Chaplin | 45,000 | — | $ | 5.06 | 7/12/2010 | 20,000 | $ | 22,800 | ||||||||||||||||
Vice President and Chief | 100,000 | — | $ | 2.24 | 3/15/2012 | |||||||||||||||||||
Scientific Officer | 100,000 | — | $ | 7.94 | 7/24/2013 | |||||||||||||||||||
50,000 | — | $ | 5.03 | 7/28/2014 | ||||||||||||||||||||
12,500 | 12,500 | $ | 4.18 | 1/25/2017 | ||||||||||||||||||||
— | 120,000 | $ | 0.65 | 1/20/2019 | ||||||||||||||||||||
Peter Langecker | — | 250,000 | $ | 2.32 | 6/29/2019 | — | $ | — | ||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||
James Murphy | 75,000 | — | $ | 9.05 | 2/23/2014 | 10,000 | $ | 11,400 | ||||||||||||||||
Vice President and Chief | 20,000 | — | $ | 5.03 | 7/28/2014 | |||||||||||||||||||
Financial Officer | 18,750 | 6,250 | $ | 3.51 | 6/14/2016 | |||||||||||||||||||
25,000 | 25,000 | $ | 4.18 | 1/25/2017 | ||||||||||||||||||||
— | 125,000 | $ | 0.65 | 1/20/2019 | ||||||||||||||||||||
John Kollins(3) | 50,000 | — | $ | 4.69 | 1/7/2010 | — | $ | — | ||||||||||||||||
Former Chief Executive Officer |
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Involuntary Not for | ||||||||||||||||
Cause Termination | ||||||||||||||||
Executive Benefits and | Termination within | Voluntary | or Termination by | |||||||||||||
Payments | 12 Months Following | Termination by | Executive with Good | For Cause | ||||||||||||
Upon Termination | Change in Control | Executive or Death | Reason | Termination | ||||||||||||
Base Salary | $ | 270,669 | $ | — | $ | 360,891 | $ | — | ||||||||
Annual Bonus (x% of Base Salary) | N/A | N/A | N/A | N/A | ||||||||||||
Acceleration of Vesting of Equity | 100 | % | 0 | % | 0 | % | 0 | % | ||||||||
Number of Stock Options and Value upon Termination | 440,000 | 307,500 | 307,500 | 307,500 | ||||||||||||
$ | 501,600 | $ | 350,550 | $ | 350,550 | $ | 350,550 | |||||||||
Number of Shares of Vested Stock Received and Value upon Termination | 125,000 | 125,000 | 125,000 | 125,000 | ||||||||||||
$ | 142,500 | $ | 142,500 | $ | 142,500 | $ | 142,500 | |||||||||
Relocation Reimbursement | N/A | N/A | N/A | N/A | ||||||||||||
Deferred Compensation Payout | N/A | N/A | N/A | N/A | ||||||||||||
Post-Term Health Care | N/A | N/A | N/A | N/A | ||||||||||||
Excise Tax Gross Up | N/A | N/A | N/A | N/A |
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Involuntary Not for | ||||||||||||||||||||
Cause Termination | ||||||||||||||||||||
Executive Benefits and | Termination within | Voluntary | or Termination by | |||||||||||||||||
Payments | 12 Months Following | Termination by | Executive with Good | For Cause | ||||||||||||||||
Upon Termination | Change in Control | Executive or Death | Reason | Termination | Disability | |||||||||||||||
Base Salary | $ | 350,000 | $ | — | $ | 350,000 | $ | — | $ | — | ||||||||||
Annual Bonus (x% of Base Salary) | Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid | Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid | Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid | N/A | Executive entitled to Annual Bonus related to most recently completed calendar year if not already paid | |||||||||||||||
Acceleration of Vesting of Equity | 100 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Stock Options: | ||||||||||||||||||||
Number of Stock Options | 250,000 | — | — | — | — | |||||||||||||||
Value upon Termination | $ | 285,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Vested Stock Received: | ||||||||||||||||||||
Number of Shares | — | — | — | — | — | |||||||||||||||
Value upon Termination | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Relocation Reimbursement | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Deferred Compensation Payout | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Post-Term Health Care | Up to 12 months for Executive and family | N/A | Up to 12 months for Executive and family | |||||||||||||||||
$ | 27,048 | $ | — | $ | 27,048 | $ | — | $ | — | |||||||||||
Excise Tax Gross Up | N/A | N/A | N/A | N/A | N/A |
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Involuntary Not for | ||||||||||||||||
Cause Termination | ||||||||||||||||
Executive Benefits and | Termination within | Voluntary | or Termination by | |||||||||||||
Payments | 12 Months Following | Termination by | Executive with Good | For Cause | ||||||||||||
Upon Termination | Change in Control | Executive or Death | Reason | Termination | ||||||||||||
Base Salary | $ | 245,000 | $ | — | $ | 245,000 | $ | — | ||||||||
Annual Bonus (x% of Base Salary) | N/A | N/A | N/A | N/A | ||||||||||||
Acceleration of Vesting of Equity | 100 | % | 0 | % | 0 | % | 0 | % | ||||||||
Number of Stock Options and Value upon Termination | 295,000 | 138,750 | 138,750 | 138,750 | ||||||||||||
$ | 336,300 | $ | 158,175 | $ | 158,175 | $ | 158,175 | |||||||||
Number of Shares of Vested Stock Received and Value upon Termination | 40,000 | 40,000 | 40,000 | 40,000 | ||||||||||||
$ | 45,600 | $ | 45,600 | $ | 45,600 | $ | 45,600 | |||||||||
Relocation Reimbursement | N/A | N/A | N/A | N/A | ||||||||||||
Deferred Compensation Payout | N/A | N/A | N/A | N/A | ||||||||||||
Post-Term Health Care | Up to 12 months for Executive and family | N/A | Up to 12 months for Executive and family | N/A | ||||||||||||
$ | 21,996 | $ | — | $ | 21,996 | $ | — | |||||||||
Excise Tax Gross Up | N/A | N/A | N/A | N/A |
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Fees Earned or | Stock | Option | All Other | |||||||||||||||||
Paid in Cash | Awards | Awards | Compensation | Total | ||||||||||||||||
Name | ($) | ($)(1) | ($) | ($) | ($) | |||||||||||||||
Joel-Tomas Citron(2) | $ | 33,333 | $ | — | $ | — | $ | — | $ | 33,333 | ||||||||||
Roy H. Fickling | $ | 5,625 | $ | 63,443 | $ | — | $ | — | $ | 69,068 | ||||||||||
Mark Kessel | $ | — | $ | 34,200 | $ | — | $ | — | $ | 34,200 | ||||||||||
Arthur Laffer(3) | $ | 7,937 | $ | 70,193 | $ | — | $ | — | $ | 78,130 | ||||||||||
William D. Schwieterman | $ | 6,281 | $ | 60,194 | $ | — | $ | — | $ | 66,475 | ||||||||||
William Shiebler | $ | 175,181 | $ | 47,755 | $ | — | $ | — | $ | 222,936 | ||||||||||
Per-Olof Söderberg(2) | $ | 4,625 | $ | 10,750 | $ | — | $ | — | $ | 15,375 | ||||||||||
Alastair J.J. Wood | $ | — | $ | 34,200 | $ | — | $ | — | $ | 34,200 |
(1) | See Note 1 to our Consolidated Financial Statements reported in our Annual Report on Form 10-K for our fiscal year ended December 31, 2009 for details as to the assumptions used to determine the fair value of each of the stock awards set forth in this table, and Note 3 describing all forfeitures during fiscal year 2009. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” | |
(2) | Messrs. Citron and Söderberg did not seek reelection to the Board of Directors at the 2009 annual meeting. | |
(3) | Effective March 11, 2010, Mr. Laffer resigned as a member of the Company’s Board of Directors. | |
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Number of Shares | ||||||||
Beneficially Owned | ||||||||
and Nature of | Percent of | |||||||
Name of Beneficial Owner | Ownership | Class | ||||||
David Chaplin(1) | 476,850 | * | ||||||
Roy Fickling(2) | 152,846 | * | ||||||
Tamar Howson(3) | — | * | ||||||
Mark Kessel(4) | 27,182,118 | 39.0 | % | |||||
John Kollins(5) | — | * | ||||||
Arthur Laffer(6) | 519,232 | * | ||||||
Peter Langecker | — | * | ||||||
Jim Murphy(7) | 222,500 | * | ||||||
William Schwieterman(8) | 129,208 | * | ||||||
William Shiebler(9) | 377,002 | * | ||||||
Alastair J.J. Wood | 65,000 | * | ||||||
All current directors and executive officers as a group (9 persons) (10) | 29,124,756 | 41.4 | % |
* | Less than 1%. |
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(1) | Includes options to purchase 343,750 shares of common stock, which are exercisable within 60 days of March 15, 2010 (May 14, 2010). | |
(2) | Includes 20,000 shares of unvested restricted common stock granted in 2007, which vest in equal annual installments over a four-year period, all of which are subject to transfer and forfeiture restrictions. | |
(3) | Ms. Howson was appointed to the Board of Directors of the Company on April 2, 2010; she did not own any of the Company’s equity securities prior to this time. | |
(4) | Includes 27,117,118 shares of common stock held by Symphony ViDA Holdings LLC. Mark Kessel is a Managing Member of Symphony GP LLC, which is the general partner of Symphony Capital GP, L.P., which is the general partner of Symphony Capital Partners, L.P., which is the manager of Symphony ViDA Holdings LLC. | |
(5) | Pursuant to Mr. Kollins’ stock option agreement, all of Mr. Kollins’ unvested options were forfeited on the effective date of his termination and his vested options, to the extent not exercised, were forfeited as of January 8, 2010. | |
(6) | Includes options to purchase 110,000 shares of common stock, which are exercisable within 60 days of March 15, 2010 (May 14, 2010). | |
(7) | Includes options to purchase 182,500 shares of common stock, which are exercisable within 60 days of March 15, 2010 (May 14, 2010). | |
(8) | Includes 20,000 shares of unvested restricted common stock granted in 2007, which vest in equal annual installments over a four-year period, all of which are subject to transfer and forfeiture restrictions. | |
(9) | Includes options to purchase 110,000 shares of common stock, which are exercisable within 60 days of March 15, 2010 (May 14, 2010). | |
(10) | Includes 40,000 shares of common stock subject to transfer restrictions, options to purchase 746,250 shares of common stock held by the directors and executive officers as a group and which are exercisable within 60 days of March 15, 2010 (May 14, 2010) and 40,000 shares of unvested restricted common stock, all of which were granted in 2007, which vest in equal annual installments over a four-year period, and which are subject to transfer and forfeiture restrictions. | |
Number of Shares Beneficially | ||||||||
Name and Address of Beneficial Owner | Owned and Nature of Ownership | Percent of Class | ||||||
Symphony ViDA Holdings LLC 875 Third Avenue 18th Floor New York, NY 10022 | 27,182,118 | 39.0 | % |
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• | inspect a copy of the Registration Statement, including the exhibits and schedules, without charge at the public reference room, | ||
• | obtain a copy from the SEC upon payment of the fees prescribed by the SEC, or | ||
• | obtain a copy from the SEC’s web site or our web site. |
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F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-28 | ||||
F-29 | ||||
F-30 | ||||
F-31 |
F-1
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F-2
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As of December 31, | ||||||||
2009 | 2008 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 13,932 | $ | 18,275 | ||||
Restricted cash | 140 | — | ||||||
Available-for-sale securities | — | 643 | ||||||
Marketable securities held by Symphony ViDA, Inc., restricted | — | 14,663 | ||||||
Prepaid expenses and other current assets | 752 | 505 | ||||||
Total current assets | 14,824 | 34,086 | ||||||
Furniture and fixtures, equipment and leasehold improvements | 1,515 | 1,456 | ||||||
Accumulated depreciation | (1,332 | ) | (1,255 | ) | ||||
183 | 201 | |||||||
License agreements, net of accumulated amortization of $1,016 and $919 at December 31, 2009 and December 31, 2008, respectively | 484 | 581 | ||||||
Other assets | 126 | 163 | ||||||
Total assets | $ | 15,617 | $ | 35,031 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,181 | $ | 1,744 | ||||
Accrued research and development | 4,753 | 3,416 | ||||||
Accrued other | 1,684 | 606 | ||||||
Derivative liability short term | 850 | — | ||||||
Total current liabilities | 8,468 | 5,766 | ||||||
Derivative liability long term | 1,350 | 466 | ||||||
Rent loss accrual | — | 60 | ||||||
Total liabilities | 9,818 | 6,292 | ||||||
Commitments and contingencies (Note 6) | ||||||||
OXiGENE, Inc. Stockholders’ equity: | ||||||||
Preferred Stock, $0.01 par value, 15,000 shares authorized; 0 shares issued and outstanding at December 31, 2009 and December 31, 2008 | — | — | ||||||
Common Stock, $0.01 par value, 150,000 shares authorized; 62,738 shares at December 31, 2009 and 46,293 shares at December 31, 2008 issued and outstanding | 627 | 463 | ||||||
Additional paid-in capital | 189,102 | 178,156 | ||||||
Accumulated deficit | (183,930 | ) | (159,202 | ) | ||||
Accumulated other comprehensive (loss) | — | (110 | ) | |||||
Total OXiGENE, Inc. stockholders’ equity | 5,799 | 19,307 | ||||||
Noncontrolling interest | — | 9,432 | ||||||
Total equity | 5,799 | 28,739 | ||||||
Total liabilities and stockholders’ equity | $ | 15,617 | $ | 35,031 | ||||
F-3
Table of Contents
Consolidated Statements of Operations
(All amounts in thousands,
except per share amounts)
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
License Revenue: | $ | — | $ | 12 | $ | 12 | ||||||
Operating costs and expenses(1): | ||||||||||||
Research and development | $ | 22,256 | $ | 18,995 | $ | 14,511 | ||||||
General and administrative | 8,900 | 6,957 | 7,774 | |||||||||
Total operating costs and expenses | 31,156 | 25,952 | 22,285 | |||||||||
Loss from operations | (31,156 | ) | (25,940 | ) | (22,273 | ) | ||||||
Gain from change in fair value of warrants and other financial instruments | 2,166 | 3,335 | — | |||||||||
Investment income | 110 | 618 | 1,955 | |||||||||
Other income (expense), net | (63 | ) | 66 | (71 | ) | |||||||
Consolidated net loss | $ | (28,943 | ) | $ | (21,921 | ) | $ | (20,389 | ) | |||
Net loss attributed to noncontrolling interest | $ | (4,215 | ) | $ | (520 | ) | $ | — | ||||
Net loss attributed to OXiGENE, Inc. | $ | (24,728 | ) | $ | (21,401 | ) | $ | (20,389 | ) | |||
Excess purchase price over carrying value of noncontrolling interest acquired in Symphony ViDA, Inc. | $ | (10,383 | ) | $ | — | $ | — | |||||
Net loss applicable to common stock | $ | (35,111 | ) | $ | (21,401 | ) | $ | (20,389 | ) | |||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.66 | ) | $ | (0.70 | ) | $ | (0.73 | ) | |||
Weighted-average number of common shares outstanding | 53,414 | 30,653 | 27,931 | |||||||||
(1) Includes share based compensation expense as follows: | ||||||||||||
Research and development | $ | 185 | $ | 328 | $ | 320 | ||||||
General and administrative | 593 | 671 | 1,472 |
F-4
Table of Contents
Accumulated | Non | |||||||||||||||||||||||||||||||
Other | Total | Controlling | ||||||||||||||||||||||||||||||
Common | Additional | Comprehensive | OXiGENE, Inc. | Interest in | ||||||||||||||||||||||||||||
Stock Value | Paid-In | Accumulated | Income | Stockholders’ | Symphony | Total | ||||||||||||||||||||||||||
Shares | $ | Capital | Deficit | (Loss) | Equity | ViDA Inc. | Equity | |||||||||||||||||||||||||
Balance at December 31, 2006 | 28,175 | 282 | 160,569 | (117,412 | ) | (19 | ) | 43,420 | — | 43,420 | ||||||||||||||||||||||
Unrealized gain fromavailable-for-sale securities | — | — | — | — | 34 | 34 | — | 34 | ||||||||||||||||||||||||
Net loss | — | — | — | (20,389 | ) | — | (20,389 | ) | — | (20,389 | ) | |||||||||||||||||||||
Comprehensive loss | (20,355 | ) | (20,355 | ) | ||||||||||||||||||||||||||||
Issuance of restricted stock | 330 | 3 | (3 | ) | — | — | — | — | — | |||||||||||||||||||||||
Stock-based compensation expense | — | — | 1,792 | — | — | 1,792 | — | 1,792 | ||||||||||||||||||||||||
Balance at December 31, 2007 | 28,505 | $ | 285 | $ | 162,358 | $ | (137,801 | ) | $ | 15 | $ | 24,857 | $ | — | $ | 24,857 | ||||||||||||||||
Formulation of Symphony ViDA, Inc. | — | — | — | — | — | — | 9,952 | 9,952 | ||||||||||||||||||||||||
Unrealized loss fromavailable-for-sale securities | — | — | — | — | (125 | ) | (125 | ) | (125 | ) | ||||||||||||||||||||||
Net loss | — | — | — | (21,401 | ) | (21,401 | ) | (520 | ) | (21,921 | ) | |||||||||||||||||||||
Comprehensive loss | — | — | — | — | — | (21,526 | ) | 9,432 | (22,046 | ) | ||||||||||||||||||||||
Issuance of common stock for executive incentive compensation | 36 | — | 87 | — | — | 87 | — | 87 | ||||||||||||||||||||||||
Issuance of common stock related to CEFF, net of costs | 635 | 6 | 734 | — | — | 740 | — | 740 | ||||||||||||||||||||||||
Stock-based compensation expense | — | — | 999 | — | — | 999 | — | 999 | ||||||||||||||||||||||||
Issuance of warrants to purchase common stock to Symphony ViDA Holdings, LLC | (8,935 | ) | — | — | (8,935 | ) | — | (8,935 | ) | |||||||||||||||||||||||
Settlement of Symphony warrant upon exercise | 5,622 | — | — | 5,622 | — | 5,622 | ||||||||||||||||||||||||||
Accounting for additional shares investment and a warrant issued to Kingsbridge as a liability | (489 | ) | — | — | (489 | ) | — | (489 | ) | |||||||||||||||||||||||
Issuance of common stock to Symphony as direct investment, net of costs | 2,232 | 22 | 1,407 | — | — | 1,429 | — | 1,429 | ||||||||||||||||||||||||
Exercise of Symphony warrant issuance of shares of common stock | 11,282 | 113 | 12,410 | — | — | 12,523 | — | 12,523 | ||||||||||||||||||||||||
Issuance of common stock as compensation for purchase option | 3,603 | 37 | 3,963 | — | — | 4,000 | — | 4,000 | ||||||||||||||||||||||||
Balance at December 31, 2008 | 46,293 | 463 | 178,156 | (159,202 | ) | (110 | ) | 19,307 | 9,432 | 28,739 | ||||||||||||||||||||||
Unrealized gain fromavailable-for-sale securities | — | — | — | — | 110 | 110 | — | 110 | ||||||||||||||||||||||||
Net loss | — | — | — | (24,728 | ) | — | (24,728 | ) | (4,215 | ) | (28,943 | ) | ||||||||||||||||||||
Comprehensive loss | — | — | — | — | — | (24,618 | ) | (4,215 | ) | (28,833 | ) | |||||||||||||||||||||
Issuance of common stock for Symphony ViDA, Inc. acquisition (including $10.4 million of excess purchase price over carrying value of non controlling interest) | 10,000 | 100 | 5,030 | — | — | 5,130 | (5,217 | ) | (87 | ) | ||||||||||||||||||||||
Issuance of common stock in lieu of compensation for the BoD | 295 | 3 | 318 | — | — | 321 | — | 321 | ||||||||||||||||||||||||
The elimination of the derivative liability for the CEFF warrants as a result of the Symphony ViDA, Inc. acquisition | — | — | 155 | — | — | 155 | — | 155 | ||||||||||||||||||||||||
Issuance of common stock in direct registration net of costs and fair value of warrants issued of $4,055,000 | 6,250 | 63 | 4,911 | — | — | 4,974 | — | 4,974 | ||||||||||||||||||||||||
Employee stock purchase plan | 75 | 1 | 124 | — | — | 125 | — | 125 | ||||||||||||||||||||||||
Stock based compensation expense | — | — | 407 | — | — | 407 | — | 407 | ||||||||||||||||||||||||
Forfeiture of restricted stock | (175 | ) | (3 | ) | 1 | — | — | (2 | ) | — | (2 | ) | ||||||||||||||||||||
Balance at December 31, 2009 | 62,738 | $ | 627 | $ | 189,102 | $ | (183,930 | ) | $ | — | $ | 5,799 | $ | — | $ | 5,799 | ||||||||||||||||
F-5
Table of Contents
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Operating activities: | ||||||||||||
Net loss attributed to OXiGENE, Inc. | $ | (24,728 | ) | $ | (21,401 | ) | $ | (20,389 | ) | |||
Loss attributed to noncontrolling interests | (4,215 | ) | (520 | ) | — | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Change in fair value of warrants and other financial instruments | (2,166 | ) | (3,335 | ) | — | |||||||
Depreciation | 123 | 133 | 115 | |||||||||
Amortization of license agreement | 97 | 98 | 98 | |||||||||
Rent loss accrual | (60 | ) | (163 | ) | (93 | ) | ||||||
Stock-based compensation | 778 | 1,086 | 1,792 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Restricted cash | (140 | ) | — | — | ||||||||
Prepaid expenses and other assets | (210 | ) | (78 | ) | 215 | |||||||
Accounts payable, accrued expenses and other payables | 1,852 | 782 | 1,078 | |||||||||
Net cash used in operating activities | (28,669 | ) | (23,398 | ) | (17,184 | ) | ||||||
Investing activities: | ||||||||||||
Purchase ofavailable-for-sale securities | — | (4,314 | ) | (34,340 | ) | |||||||
Proceeds from sale ofavailable-for-sale securities | 753 | 23,456 | 44,615 | |||||||||
Proceeds from sale of marketable securities held by Symphony ViDA, Inc. | 2,286 | (14,663 | ) | — | ||||||||
Purchase of furniture, fixtures and equipment | (109 | ) | (113 | ) | (95 | ) | ||||||
Proceeds from sale of fixed assets | 4 | — | ||||||||||
Decrease (increase) in other assets | — | 137 | (156 | ) | ||||||||
Net cash provided by investing activities | 2,934 | 4,503 | 10,024 | |||||||||
Financing activities: | ||||||||||||
Proceeds from direct registration of common stock issuance, net of acquisition costs | 9,029 | — | — | |||||||||
Proceeds from Symphony ViDA acquisition, net of acquisition costs | 12,289 | — | — | |||||||||
Proceeds from purchase on noncontrolling interest by preferred shareholders in Symphony ViDA, Inc., net of fees | — | 13,952 | — | |||||||||
Proceeds from employee stock purchase plan | 74 | — | — | |||||||||
Proceeds from issuance of common stock, net of fees | — | 14,691 | — | |||||||||
Net cash provided by financing activities | 21,392 | 28,643 | — | |||||||||
(Decrease) increase in cash and cash equivalents | (4,343 | ) | 9,748 | (7,160 | ) | |||||||
Cash and cash equivalents at beginning of period | 18,275 | 8,527 | 15,687 | |||||||||
Cash and cash equivalents at end of period | $ | 13,932 | $ | 18,275 | $ | 8,527 | ||||||
Non- cash Disclosures: | ||||||||||||
Stock issued as consideration for the Symphony SViDA purchase option | — | 4,000 | — | |||||||||
Accounting for additional shares investment and warrant issued to Kingsbridge as liabilities | — | 489 | — | |||||||||
FMV reclassification of Kingsbridge warrants to equity | 155 | — | — | |||||||||
Fair value of warrants and other financial instruments | 4,055 | 5,622 | — |
F-6
Table of Contents
1. | Description of Business and Significant Accounting Policies |
F-7
Table of Contents
• | Purchase Option Agreement; | |
• | Research and Development Agreement; | |
• | Amended and Restated Research and Development Agreement; | |
• | Technology License Agreement; | |
• | Novated and Restated Technology License Agreement; | |
• | Confidentiality Agreement; and | |
• | Additional Funding Agreement. |
• | Stock and Warrant Purchase Agreement; | |
• | Warrant to purchase up to 11,281,877 shares of OXiGENE common stock at $1.11 per share, which was issued on October 17, 2008 and subsequently exercised in full on December 30, 2008 following shareholder approval of the Symphony Transaction; and, | |
• | Registration Rights Agreement. |
F-8
Table of Contents
F-9
Table of Contents
F-10
Table of Contents
F-11
Table of Contents
F-12
Table of Contents
Direct Investment Warrant | Kingsbridge CEFF Warrant | |||||||||||||||||||
Date of Warrant | ||||||||||||||||||||
Date of Warrant | Date of Warrant | Designation as a | Date of Warrant | Date of Warrant | ||||||||||||||||
Issue | Exercise | Liability | Valuation | Valuation | ||||||||||||||||
Weighted Average Assumptions | 10/17/2008 | 12/30/2008 | 10/17/2008 | 12/31/2008 | 7/20/2009 | |||||||||||||||
Stock Price | $ | 0.94 | $ | 0.66 | $ | 0.94 | $ | 0.66 | $ | 1.56 | ||||||||||
Exercise Price | $ | 1.11 | $ | 1.11 | $ | 2.74 | $ | 2.74 | $ | 2.74 | ||||||||||
Contractual life | 10.00 years | 9.75 years | 4.83 years | 4.67 years | 4 years | |||||||||||||||
Expected volatility | 86 | % | 84 | % | 52 | % | 55 | % | 70 | % | ||||||||||
Risk-free interest rate | 3.50 | % | 3.75 | % | 2.75 | % | 1.50 | % | 1.87 | % | ||||||||||
Fair market value (in thousands) | $ | 8,934 | $ | 5,622 | $ | 45 | $ | 22 | $ | 155 |
As of July 20, | As of December 31, | |||||||||||||||
2009 | 2009 | |||||||||||||||
Series I | Series II | Series I | Series II | |||||||||||||
Stock Price | $ | 1.56 | $ | 1.56 | $ | 1.14 | $ | 1.14 | ||||||||
Exercise Price | $ | 2.10 | $ | 1.60 | $ | 2.10 | $ | 1.60 | ||||||||
Contractual life | 5 years | 1.25 years | 4.59 years | .91 years | ||||||||||||
Expected volatility | 67 | % | 100 | % | 69 | % | 100 | % | ||||||||
Risk-free interest rate | 2.46 | % | 0.28 | % | 2.60 | % | 0.40 | % | ||||||||
Fair market value (in thousands) | $ | 2,223 | $ | 1,832 | $ | 1,350 | $ | 850 |
2009 | 2008 | |||||||
Direct investment warrants | $ | — | $ | (3,312 | ) | |||
Additional investment shares | (444 | ) | — | |||||
CEFF warrant | 133 | (23 | ) | |||||
Direct registration warrants | (1,855 | ) | — | |||||
Total (gain) on change in fair market value of warrants | $ | (2,166 | ) | $ | (3,335 | ) | ||
F-13
Table of Contents
F-14
Table of Contents
December 31, 2008 | ||||||||||||
Gross Unrealized | ||||||||||||
Cost | Losses | Fair Value | ||||||||||
Corporate bonds maturing in less than one year | $ | 747 | $ | (104 | ) | $ | 643 | |||||
Totalavailable-for-sale securities | $ | 747 | $ | (104 | ) | $ | 643 | |||||
Level 1 inputs | Quoted prices in active markets; | |
Level 2 inputs | Generally include inputs with other observable qualities, such as quoted prices in active markets for similar assets or quoted prices for identical assets in inactive markets; and | |
Level 3 inputs | Valuations based on unobservable inputs. |
F-15
Table of Contents
F-16
Table of Contents
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Shares | Exercise Price | Contractual Life | Intrinsic Value | |||||||||||||
(In thousands) | (Years) | (In thousands) | ||||||||||||||
Options outstanding at December 31, 2008 | 2,333 | $ | 5.01 | 6.15 | $ | — | ||||||||||
Granted | 1,454 | $ | 1.10 | — | 485 | |||||||||||
Exercised | — | $ | — | — | — | |||||||||||
Forfeited and expired | (1,888 | ) | $ | 3.43 | — | (356 | ) | |||||||||
Options outstanding at December 31, 2009 | 1,899 | $ | 3.60 | 6.85 | $ | 244 | ||||||||||
Option exercisable at December 31, 2009 | 827 | $ | 6.36 | 3.88 | 3 | |||||||||||
Options vested or expected to vest at December 31, 2009 | 1,508 | $ | 4.19 | 6.26 | $ | 152 | ||||||||||
Weighted Average Assumptions | 2009 | 2008 | 2007 | |||||||||
Risk-free interest rate | 1.99 | % | 2.13 | % | 4.51 | % | ||||||
Expected life | 5 years | 5 years | 5 years | |||||||||
Expected volatility | 58 | % | 55 | % | 87 | % | ||||||
Dividend yield | 0.00 | % | 0.00 | % | 0.00 | % |
2009 | 2008 | 2007 | ||||||||||
Options Granted (In thousands) | 1,454 | 366 | 708 | |||||||||
Weighted average fair value | $ | 0.59 | $ | 0.89 | $ | 2.40 |
F-17
Table of Contents
Weighted | ||||||||||||
Average | ||||||||||||
Exercise | Warrants | |||||||||||
Date of Issue | Price | Issued | ||||||||||
Warrants outstanding as of December 31, 2008 | December 31, 2008 | $ | 2.74 | 250,000 | ||||||||
Direct Registration Series I | July 20, 2009 | $ | 2.10 | 2,813,000 | ||||||||
Direct Registration Series II | July 20, 2009 | $ | 1.60 | 2,813,000 | ||||||||
Warrants outstanding as of December 31, 2009 | December 31, 2009 | $ | 1.89 | 5,876,000 | ||||||||
Weighted Average | ||||||||
Shares | Fair Value | |||||||
(In thousands) | ||||||||
Unvested at December 31, 2008 | 285 | $ | 4.56 | |||||
Granted | — | $ | — | |||||
Vested | (70 | ) | $ | 4.68 | ||||
Forfeited | (175 | ) | 4.91 | |||||
Unvested at December 31, 2009 | 40 | $ | 4.09 | |||||
F-18
Table of Contents
F-19
Table of Contents
2009 | 2008 | |||||||
(In thousands) | ||||||||
Leasehold improvements | $ | 449 | $ | 425 | ||||
Equipment | 650 | 635 | ||||||
Furniture and fixtures | 416 | 396 | ||||||
Total gross assets | 1,515 | 1,456 | ||||||
Less accumulated depreciation | 1,332 | 1,255 | ||||||
Total property and equipment | $ | 183 | $ | 201 | ||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Consolidated net loss as reported | $ | (28,943 | ) | $ | (21,921 | ) | $ | (20,389 | ) | |||
Unrealized gain (loss) | 110 | (125 | ) | 34 | ||||||||
Total comprehensive loss | $ | (28,833 | ) | $ | (22,046 | ) | $ | (20,355 | ) | |||
Less comprehensive loss attributable to noncontrolling interest | (4,215 | ) | (520 | ) | — | |||||||
Comprehensive loss attributable to OXiGENE, Inc. | $ | (24,618 | ) | $ | (21,526 | ) | $ | (20,355 | ) | |||
F-20
Table of Contents
F-21
Table of Contents
2. | Related Party Transactions |
3. | Subsequent Events |
F-22
Table of Contents
4. | Stockholders’ Equity |
F-23
Table of Contents
F-24
Table of Contents
5. | Income Taxes |
2009 | 2008 | |||||||
Deferred Tax Assets (DTA) | ||||||||
Net operating loss carry-forwards | $ | 67,923 | $ | 62,152 | ||||
Stock-based awards | 1,205 | 1,050 | ||||||
Research & development credits | 2,183 | 1,437 | ||||||
Capital loss carryforward | 1,592 | — | ||||||
Other | 445 | 243 | ||||||
Deferred tax asset | 73,348 | 64,882 | ||||||
Valuation allowance | (73,348 | ) | (64,882 | ) | ||||
Net deferred tax asset | $ | — | $ | — | ||||
F-25
Table of Contents
6. | Commitments and Contingencies |
2009 | 2008 | 2007 | ||||||||||
Massachusetts | $ | 170 | $ | 480 | $ | 370 | ||||||
California | $ | 442 | 311 | 48 | ||||||||
Oxford, UK | $ | 50 | 46 | 60 | ||||||||
Total rent | $ | 662 | $ | 837 | $ | 478 | ||||||
F-26
Table of Contents
Gross | Receipts From | Net | ||||||||||
Commitments | Sublease | Comittments | ||||||||||
2010 | $ | 795 | $ | (233 | ) | $ | 562 | |||||
2011 | $ | 543 | $ | — | $ | 543 | ||||||
2012 | $ | 526 | $ | — | $ | 526 | ||||||
2013 | $ | 135 | $ | — | $ | 135 | ||||||
Thereafter | $ | — | $ | — | $ | — | ||||||
$ | 1,999 | $ | (233 | ) | $ | 1,766 | ||||||
7. | Retirement Savings Plan |
8. | Quarterly Results of Operations (Unaudited) |
Three Months Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2009 | 2009 | 2009 | 2009 | |||||||||||||
License revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
Net loss attributed to OXiGENE, Inc. | (5,552 | ) | (5,273 | ) | (16,858 | ) | (7,428 | ) | ||||||||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.12 | ) | $ | (0.11 | ) | $ | (0.29 | ) | $ | (0.12 | ) |
March 31, | June 30, | September 30 | December 31, | |||||||||||||
2008 | 2008 | 2008 | 2008 | |||||||||||||
License revenue | $ | — | $ | — | $ | 12 | $ | — | ||||||||
Net loss attributed to OXiGENE, Inc. | (5,445 | ) | (7,048 | ) | (7,108 | ) | (1,800 | ) | ||||||||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.19 | ) | $ | (0.25 | ) | $ | (0.25 | ) | $ | (0.05 | ) |
F-27
Table of Contents
Condensed Consolidated Balance Sheets
(All amounts in thousands, except per share data)
(Unaudited)
March 31, 2010 | December 31, 2009 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 14,014 | $ | 13,932 | ||||
Restricted Cash | 140 | 140 | ||||||
Prepaid expenses | 767 | 752 | ||||||
Other assets | 85 | — | ||||||
Total current assets | 15,006 | 14,824 | ||||||
Furniture and fixtures, equipment and leasehold improvements | 1,515 | 1,515 | ||||||
Accumulated depreciation | (1,360 | ) | (1,332 | ) | ||||
155 | 183 | |||||||
License agreements, net of accumulated amortization of $1,040 and $1,016 at March 31, 2010 and December 31, 2009, respectively | 460 | 484 | ||||||
Other assets | 112 | 126 | ||||||
Total assets | $ | 15,733 | $ | 15,617 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,830 | $ | 1,181 | ||||
Accrued research and development | 3,726 | 4,753 | ||||||
Accrued other | 1,580 | 1,684 | ||||||
Derivative liability short term | 3,508 | 850 | ||||||
Total current liabilities | 10,644 | 8,468 | ||||||
Derivative liability long term | 10,864 | 1,350 | ||||||
Total liabilities | 21,508 | 9,818 | ||||||
Commitments and contingencies (Note 5) | ||||||||
OXiGENE, Inc. Stockholders’ equity: | ||||||||
Preferred Stock, $.01 par value, 15,000 shares authorized; 0 shares issued and outstanding at March 31, 2010 and December 31, 2009 | — | — | ||||||
Common stock, $.01 par value, 175,000 shares authorized and 69,534 shares issued and outstanding at March 31, 2010; 150,000 shares authorized and 62,738 shares issued and outstanding at December 31, 2009 | 695 | 627 | ||||||
Additional paid-in capital | 188,488 | 189,102 | ||||||
Accumulated deficit | (194,958 | ) | (183,930 | ) | ||||
Total stockholders’ equity | (5,775 | ) | 5,799 | |||||
Total liabilities and stockholders’ equity | $ | 15,733 | $ | 15,617 | ||||
F-28
Table of Contents
Condensed Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Operating costs and expenses (1): | ||||||||
Research and development | $ | 4,185 | $ | 4,925 | ||||
General and administrative | 1,703 | 1,708 | ||||||
Restructuring | 510 | — | ||||||
Total operating costs and expenses | 6,398 | 6,633 | ||||||
Loss from operations | (6,398 | ) | (6,633 | ) | ||||
Change in fair value of warrants | (4,633 | ) | (8 | ) | ||||
Investment income | 7 | 52 | ||||||
Other (expense) income, net | (4 | ) | 14 | |||||
Consolidated net loss | $ | (11,028 | ) | $ | (6,575 | ) | ||
Less: net loss attributed to non controlling interest | $ | — | $ | (1,023 | ) | |||
Net loss attributed to OXiGENE, Inc. | $ | (11,028 | ) | $ | (5,552 | ) | ||
Basic and diluted net loss per share attributed to OXiGENE, Inc. common shares | $ | (0.17 | ) | $ | (0.12 | ) | ||
Weighted-average number of common shares outstanding | 64,441 | 46,008 | ||||||
(1) Includes share based compensation expense as follows: | ||||||||
Research and development | $ | 35 | $ | 58 | ||||
General and administrative | 157 | 128 | ||||||
F-29
Table of Contents
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Operating activities: | ||||||||
Consolidated net loss | $ | (11,028 | ) | $ | (6,575 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Change in fair value of warrants | 4,633 | 8 | ||||||
Depreciation | 28 | 33 | ||||||
Amortization of license agreement | 24 | 24 | ||||||
Rent loss accrual | — | (11 | ) | |||||
Stock-based compensation | 192 | 186 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (29 | ) | (330 | ) | ||||
Accounts payable, accrued expenses and other payables | (413 | ) | (259 | ) | ||||
Net cash used in operating activities | (6,593 | ) | (6,924 | ) | ||||
Investing activities: | ||||||||
Purchase of available-for-sale securities | — | (1 | ) | |||||
Proceeds from sale of marketable securities held by Symphony ViDA, Inc | — | 886 | ||||||
Purchase of furniture, fixtures and equipment | — | (17 | ) | |||||
Decrease in other assets | 14 | — | ||||||
Net cash provided by investing activities | 14 | 868 | ||||||
Financing activities: | ||||||||
Proceeds from private issuance of common stock, net of acquisition costs | 6,655 | — | ||||||
Proceeds from exercise of employee stock options | 6 | — | ||||||
Net cash provided by financing activities | 6,661 | — | ||||||
Increase (decrease) in cash and cash equivalents | 82 | (6,056 | ) | |||||
Cash and cash equivalents at beginning of period | 13,932 | 18,275 | ||||||
Cash and cash equivalents at end of period | $ | 14,014 | $ | 12,219 | ||||
Non- cash Disclosures: | ||||||||
Fair market value reclassication of Kingsbridge warrants to liability | $ | 103 | ||||||
Fair market value of private placement warrants at issuance | $ | 11,868 |
F-30
Table of Contents
F-31
Table of Contents
Level 1 inputs | Quoted prices in active markets; | |
Level 2 inputs | Generally include inputs with other observable qualities, such as quoted prices in active markets for similar assets or quoted prices for identical assets in inactive markets; and | |
Level 3 inputs | Valuations based on unobservable inputs. |
F-32
Table of Contents
Weighted Average | ||||||||||||||||
Weighted Average | Remaining | Aggregate | ||||||||||||||
Shares | Exercise Price | Contractual Life | Intrinsic Value | |||||||||||||
(In thousands) | (Years) | (In thousands) | ||||||||||||||
Options outstanding at December 31, 2009 | 1,899 | $ | 3.60 | 6.85 | $ | 244 | ||||||||||
Granted | 8 | $ | 1.14 | — | 1 | |||||||||||
Exercised | (7 | ) | $ | 0.72 | — | (4 | ) | |||||||||
Forfeited and expired | (225 | ) | $ | 1.80 | — | (64 | ) | |||||||||
Options outstanding at March 31, 2010 | 1,675 | $ | 3.84 | 6.40 | $ | 229 | ||||||||||
Option exercisable at March 31, 2010 | 899 | $ | 5.74 | 4.20 | 65 | |||||||||||
Options vested or expected to vest at March 31, 2010 | 1,426 | $ | 4.24 | 5.96 | $ | 174 | ||||||||||
F-33
Table of Contents
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Weighted Average Assumptions | ||||||||
Risk-free interest rate | 2.56 | % | 1.75 | % | ||||
Expected life | 5 years | 5 years | ||||||
Expected volatility | 68 | % | 55 | % | ||||
Dividend yield | 0.00 | % | 0.00 | % |
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Options Granted (In thousands) | 8 | 970 | ||||||
Weighted average fair value | $ | 0.66 | $ | 0.65 |
Number of Warrants outstanding as of: | ||||||||||||||
Weighted Average | (in thousands) | |||||||||||||
Warrants Issued in Connection with: | Date of Issue | Exercise Price | March 31, 2010 | December 31, 2009 | ||||||||||
Committed Equity Financing Facility | February 19, 2008 | $ | 2.74 | 250 | 250 | |||||||||
Direct Registration Series I Warrants | July 20, 2009 | $ | 2.10 | 2,813 | 2,813 | |||||||||
Direct Registration Series II Warrants | July 20, 2009 | $ | 1.60 | 2,813 | 2,813 | |||||||||
Private Placement Series A Warrants | March 11, 2010 | $ | 1.52 | 6,579 | — | |||||||||
Private Placement Series B Warrants | March 11, 2010 | $ | 1.14 | 6,579 | — | |||||||||
Private Placement Series C Warrants | March 11, 2010 | $ | 1.14 | 6,579 | — | |||||||||
Total Warrants outstanding | 25,613 | 5,876 | ||||||||||||
F-34
Table of Contents
F-35
Table of Contents
March 11, 2010
Total Fair | ||||||||||||||||||||
Series A | Series B | Series C | Series D | Market Value | ||||||||||||||||
Stock Price | $ | 1.24 | $ | 1.24 | $ | 1.24 | $ | 1.24 | ||||||||||||
Exercise Price | $ | 1.52 | $ | 1.14 | $ | 1.14 | $ | — | ||||||||||||
Contractual life | 5.0 years | 0.6 years | 5.3 years | 0.3 years | ||||||||||||||||
Expected volatility | 67 | % | 60 | % | 67 | % | 62 | % | ||||||||||||
Risk-free interest rate | 2.43 | % | 0.22 | % | 2.43 | % | 0.22 | % | ||||||||||||
Fair market value (in thousands) | $ | 4,331 | $ | 1,774 | $ | 4,930 | $ | 833 | $ | 11,868 | ||||||||||
March 31, 2010
Total Fair | ||||||||||||||||||||
Series A | Series B | Series C | Series D | Market Value | ||||||||||||||||
Stock Price | $ | 1.23 | $ | 1.23 | $ | 1.23 | $ | 1.23 | ||||||||||||
Exercise Price | $ | 1.52 | $ | 1.14 | $ | 1.14 | $ | — | ||||||||||||
Contractual life | 5.0 years | 0.5 years | 5.2 years | 0.5 years | ||||||||||||||||
Expected volatility | 68 | % | 68 | % | 68 | % | 68 | % | ||||||||||||
Risk-free interest rate | 2.55 | % | 0.24 | % | 2.55 | % | 0.24 | % | ||||||||||||
Fair market value (in thousands) | $ | 4,312 | $ | 1,855 | $ | 4,925 | $ | 1,204 | $ | 12,296 | ||||||||||
F-36
Table of Contents
Warrant Valuation | ||||||||
on Date of | ||||||||
Designation as a | ||||||||
Liability | Warrant Valuation as of | |||||||
March 11, 2010 | March 31, 2010 | |||||||
Stock Price | $ | 1.24 | $ | 1.23 | ||||
Exercise Price | $ | 2.74 | $ | 2.74 | ||||
Contractual life | 3.44 years | 3.39 years | ||||||
Expected volatility | 75 | % | 75 | % | ||||
Risk-free interest rate | 1.50 | % | 1.60 | % | ||||
Fair market value (in thousands) | $ | 103 | $ | 101 | ||||
F-37
Table of Contents
December 31, 2009
Total Fair | ||||||||||||
Series I | Series II | Market Value | ||||||||||
Stock Price | $ | 1.14 | $ | 1.14 | ||||||||
Exercise Price | $ | 2.10 | $ | 1.60 | ||||||||
Contractual life | 4.59 years | .91 years | ||||||||||
Expected volatility | 69 | % | 100 | % | ||||||||
Risk-free interest rate | 2.60 | % | 0.40 | % | ||||||||
Fair market value (in thousands) | $ | 1,350 | $ | 850 | $ | 2,200 | ||||||
March 31, 2010
Total Fair | ||||||||||||
Series I | Series II | Market Value | ||||||||||
Stock Price | $ | 1.23 | $ | 1.23 | ||||||||
Exercise Price | $ | 2.10 | $ | 1.60 | ||||||||
Contractual life | 4.30 years | .67 years | ||||||||||
Expected volatility | 72 | % | 68 | % | ||||||||
Risk-free interest rate | 2.30 | % | 0.32 | % | ||||||||
Fair market value (in thousands) | $ | 1,526 | $ | 449 | $ | 1,975 | ||||||
As of March 31, 2010 | As of December 31, 2009 | |||||||||||||||
Warrants Issued in Connection with: | Current | Long-term | Current | Long-term | ||||||||||||
Committed Equity Financing Facility | $ | 101 | $ | — | ||||||||||||
Direct Registration Series I Warrants | 1,526 | 1,350 | ||||||||||||||
Direct Registration Series II Warrants | 449 | 850 | ||||||||||||||
Private Placement Series A Warrants | 4,312 | — | ||||||||||||||
Private Placement Series B Warrants | 1,855 | — | ||||||||||||||
Private Placement Series C Warrants | 4,925 | — | ||||||||||||||
Private Placement Series D Warrants | 1,204 | — | ||||||||||||||
Total derivative liability | $ | 3,508 | $ | 10,864 | $ | 850 | $ | 1,350 | ||||||||
F-38
Table of Contents
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Symphony Additional Investment Shares | $ | — | $ | (4 | ) | |||
Committed Equity Financing Facility Warrants | 2 | (4 | ) | |||||
Direct Registration Warrants | 225 | — | ||||||
Excess of value of the Private Placement Warrants at issuance over the net proceeds of the offering | (4,433 | ) | ||||||
Private Placement Warrants | (427 | ) | — | |||||
Total gain (loss) on change in fair market value of derivatives | $ | (4,633 | ) | $ | (8 | ) | ||
F-39
Table of Contents
Three months ended March 31, | ||||||||
(in thousands) | ||||||||
2010 | 2009 | |||||||
Consolidated net loss as reported | $ | (11,028 | ) | $ | (6,575 | ) | ||
Unrealized gains | — | 57 | ||||||
Total comprehensive loss | (11,028 | ) | (6,518 | ) | ||||
Less comprehensive loss attributable to noncontrolling interest | — | (1,023 | ) | |||||
Comprehensive loss attributable to OXiGENE, Inc. | $ | (11,028 | ) | $ | (5,495 | ) | ||
F-40
Table of Contents
March 31, 2010 | December 31, 2009 | |||||||
(in thousands) | ||||||||
Leasehold improvements | $ | 449 | $ | 449 | ||||
Equipment | 650 | 650 | ||||||
Furniture and fixtures | 416 | 416 | ||||||
Total gross assets | 1,515 | 1,515 | ||||||
Less accumulated depreciation | (1,360 | ) | (1,332 | ) | ||||
Total property and equipment | $ | 155 | $ | 183 | ||||
F-41
Table of Contents
Amounts Paid Through | Amounts Accrued as of | |||||||||||
Original Charges | March 31, 2010 | March 31, 2010 | ||||||||||
General and Administrative Employee severance and related costs | $ | 52 | $ | (13 | ) | $ | 39 | |||||
Research and Development Employee severance and related costs | 458 | (235 | ) | 223 | ||||||||
Total restructuring | $ | 510 | $ | (248 | ) | $ | 262 | |||||
F-42
Table of Contents
F-43
Table of Contents
Item | Amount | |||
SEC registration fee | $ | 400 | ||
Legal fees and expenses | 30,000 | |||
Accounting fees and expenses | 10,000 | |||
Printing fees | 3,000 | |||
Miscellaneous fees and expenses | 600 | |||
Total | $ | 44,000 | ||
II-1
Table of Contents
II-2
Table of Contents
Exhibit | ||||
Number | Description | |||
2.1 | Agreement and Plan of Merger by and among OXiGENE, Inc., OXiGENE Merger Sub, Inc., VaxGen, Inc. and James P. Panek, as representative of VaxGen stockholders, dated as of October 14, 2009. £(1) | |||
3.1 | Restated Certificate of Incorporation of the Registrant.* | |||
3.2 | Amended and Restated By-Laws of the Registrant.%%% | |||
3.3 | Certificates of Amendment of Certificate of Incorporation, dated June 21, 1995 and November 15, 1996.** |
II-3
Table of Contents
Exhibit | ||||
Number | Description | |||
3.4 | Certificate of Amendment of Restated Certificate of Incorporation, dated July 14, 2005. ! | |||
3.5 | Certificate of Amendment of Restated Certificate of Incorporation, dated June 2, 2009. €€€ | |||
3.6 | Certificate of Amendment of Restated Certificate of Incorporation, dated February 8, 2010. X | |||
�� | ||||
4.1 | Specimen Common Stock Certificate.* | |||
4.2 | Warrant for the purchase of shares of common stock, dated February 19, 2008, issued by the Registrant to Kingsbridge Capital Limited.ˆˆˆˆ | |||
4.3 | Registration Rights Agreement, dated February 19, 2008, by and between the Registrant and Kingsbridge Capital Limited.ˆˆˆˆ | |||
4.4 | Form of Direct Investment Warrant, dated as of October 17, 2008. § | |||
4.5 | Registration Rights Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. § | |||
4.6 | Amended and Restated Registration Rights Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of July 2, 2009. € | |||
4.7 | Form of Five-year Warrant, dated as of July 15, 2009. €€ | |||
4.8 | Form of Short-term Warrant, dated as of July 15, 2009. €€ | |||
4.9 | Registration Rights Agreement, dated as of March 10, 2010, by and among the Company and the Buyers named therein. ££££ | |||
4.10 | Form of Series A Warrant, dated March 10, 2010. ££££ | |||
4.11 | Form of Series B Warrant, dated March 10, 2010. ££££ | |||
4.12 | Form of Series C Warrant, dated March 10, 2010. ££££ | |||
4.13 | Form of Series D Warrant, dated March 10, 2010. ££££ | |||
4.14 | Amendment No. 3 to Stockholder Rights Agreement, dated as of March 10, 2010, by and between the Company and American Stock Transfer and Trust Company. ££££ | |||
4.15 | Form of Exchanged Series D Warrant, dated March 26, 2010. £££££ | |||
10.1 | OXiGENE 1996 Stock Incentive Plan, as amended.+@ | |||
10.2 | Technology Development Agreement, dated as of May 27, 1997, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University.*** | |||
10.3 | Office Lease, dated February 28, 2000, between the Registrant and Charles River Business Center Associates, L.L.C. ### | |||
10.4 | Research Collaboration and License Agreement, dated as of December 15, 1999, between OXiGENE Europe AB and Bristol-Myers Squibb Company.++ | |||
10.5 | Independent Contractor Agreement For Consulting Services, dated as of April 1, 2001, between Registrant and David Chaplin Consultants, Ltd. #@ | |||
10.6 | Employment Agreement, dated as of April 1, 2001, between the Registrant and Dr. David Chaplin. #@ | |||
10.7 | Restricted Stock Agreement for Employees, dated as of January 2, 2002, between the Registrant and Dr. David Chaplin. #@ | |||
10.8 | Form of Compensation Award Stock Agreement for Non-Employee Directors, dated as of January 2, 2002. #@ | |||
10.9 | Amendment and Confirmation of License Agreement No. 206-01.LIC, dated as of June 10, 2002, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University. # | |||
10.10 | License Agreement No. 206-01.LIC by and between the Arizona Board of Regents, acting on behalf of and for Arizona State University, and OXiGENE Europe AB, dated August 2, 1999. & | |||
10.11 | Research and License Agreement between the Company and Baylor University, dated June 1, 1999. & | |||
10.12 | Agreement to Amend Research and License Agreement between the Company and Baylor University, dated April 23, 2002. & | |||
10.13 | “Addendum” to Research and License Agreement between the Company and Baylor University, dated April 14, 2003. & | |||
10.14 | Employment Agreement, dated as of February 23, 2004, between the Registrant and James B. Murphy.%@ | |||
10.15 | Lease by and between The Realty Associates Fund III and the Registrant, dated as of August 8, 2003.%% | |||
10.16 | Sublease by and between Schwartz Communications, Inc. and the Registrant, dated as of March 16, 2004.%% | |||
10.17 | Stockholder Rights Agreement. !! | |||
10.18 | OXiGENE 2005 Stock Plan. !!!@ | |||
10.19 | Form of Incentive Stock Option Agreement under OXiGENE 2005 Stock Plan. $@ | |||
10.20 | Form of Non-Qualified Stock Option Agreement under OXiGENE 2005 Stock Plan. $@ | |||
10.21 | Form of Restricted Stock Agreement under OXiGENE 2005 Stock Plan. $@ | |||
10.22 | Lease Modification Agreement No. 1 by and between The Realty Associates Fund III and the Registrant, dated as of May 25, 2005. !!!! |
II-4
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Exhibit | ||||
Number | Description | |||
10.23 | Second Amendment to Lease by and between BP Prospect Place LLC and the Registrant, dated as of March 28, 2006. $$ | |||
10.24 | Amendment No. 1 to Employment Agreement, dated as of January 1, 2007, between the Registrant and David Chaplin.%%%%@ | |||
10.25 | Common Stock Purchase Agreement, dated February 19, 2008, by and between the registrant and Kingsbridge Capital Limited.ˆˆˆˆ | |||
10.26 | Technology License Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §+++ | |||
10.27 | Novated and Restated Technology License Agreement by and among the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §+++ | |||
10.28 | Stock and Warrant Purchase Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §+++ | |||
10.29 | Purchase Option Agreement by and among the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of October 1, 2008. § | |||
10.30 | Additional Funding Agreement by and among the Company, Symphony ViDA, Inc., Symphony ViDA Investors LLC and Symphony ViDA Holdings LLC, dated as of October 1, 2008. § | |||
10.31 | Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company, dated as of October 1, 2008. § | |||
10.32 | Form of Indemnification Agreement between the Company and its Directors. §§@ | |||
10.33 | OXiGENE, Inc. Amended and Restated Director Compensation Policy, effective January 1, 2010. X@ | |||
10.34 | Separation Agreement between the Company and Dr. Chin, dated as of October 22, 2008.§§@ | |||
10.35 | Amendment No. 3 to Employment Agreement by and among the Company and Mr. Citron, dated as of October 22, 2008. §§@ | |||
10.36 | Amendment No. 1 to Employment Agreement by and between the Company and Mr. Kollins, dated as of December 16, 2008. §§§@ | |||
10.37 | 409A Amendment to Employment Agreement by and between the Company and Dr. Chaplin, dated as of December 30, 2008. §§§§@ | |||
10.38 | 409A Amendment to Employment Agreement by and between the Company and Mr. Kollins, dated as of December 27, 2008. §§§§@ | |||
10.39 | 409A Amendment to Employment Agreement by and between the Company and Mr. Murphy, dated as of December 30, 2008. §§§§@ | |||
10.40 | 409A Amendment to Employment Agreement by and between the Company and Dr. Walicke, dated as of December 31, 2008. §§§§@ | |||
10.41 | Amendment No. 2 to Employment Agreement by and between the Company and Dr. Chaplin, dated as of January 20, 2009. §§§§@ | |||
10.42 | Amendment No. 2 to Employment Agreement by and between the Company and Mr. Murphy, dated as of January 20, 2009. §§§§@ | |||
10.43 | Research and Development Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §§§§+++ | |||
10.44 | Amended and Restated Research and Development Agreement by and among the Company, Symphony ViDA Holdings LLC and Symphony ViDA, Inc., dated as of October 1, 2008. §§§§+++ | |||
10.45 | Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited Liability Company, as Landlord, and the Company, as Tenant, dated October 10, 2008. §§§§ | |||
10.46 | Office Lease Agreement, dated April 21, 2009, between the Registrant and King Waltham LLC. §§§§§ | |||
10.47 | Separation Agreement between OXiGENE and Dr. Walicke dated as of June 10, 2009. $$$$@ | |||
10.48 | Employment Agreement by and between the Company and Dr. Langecker, dated as of June 10, 2009. $$$$$@ | |||
10.49 | Amended and Restated Purchase Option Agreement by and among the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of July 2, 2009. € | |||
10.50 | Termination Agreement by and among the Company, Symphony ViDA Holdings LLC, Symphony ViDA Investors LLC and Symphony ViDA, Inc., dated as of July 2, 2009. € | |||
10.51 | Form of Voting Agreement by and among OXiGENE, Inc., VaxGen, Inc. and certain VaxGen stockholders, dated as of October 14, 2009. £ | |||
10.52 | Form of Voting Agreement by and among VaxGen, Inc., OXiGENE, Inc., and certain OXiGENE stockholders, dated as of October 14, 2009. £ | |||
10.53 | Amendment No. 2 to Stockholder Rights Agreement by and between OXiGENE, Inc. and American Stock Transfer & Trust Company, LLC, dated as of October 14, 2009. £ |
II-5
Table of Contents
Exhibit | ||||
Number | Description | |||
10.54 | Separation Agreement between OXiGENE, Inc. and John A. Kollins, dated as of October 28, 2009. ££@ | |||
10.55 | Amendment No. 1 to Common Stock Purchase Agreement by and between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as of February 9, 2010. £££ | |||
10.56 | Securities Purchase Agreement, dated as of March 10, 2010, by and among the Company and the Buyers named therein. ££££ | |||
10.57 | Voting Agreement, dated as of March 10, 2010, by and between the Company and Symphony ViDA Holdings LLC. ££££ | |||
10.58 | Form of Amendment and Exchange Agreement, dated as of March 25, 2010, by and among the Company and the Investors named therein. £££££ | |||
14.1 | Code of Conduct. #### | |||
23.1 | Consent of Ernst & Young LLP. | |||
23.2 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see Exhibit 5.1 to the Registration Statement on Form S-1 No. 333-150595). | |||
24.1 | Power of Attorney (see signature page). |
* | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (file no. 33-64968) and any amendments thereto. | |
** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996. | |
*** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997. | |
**** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999. | |
# | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002. | |
## | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002. | |
### | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000. | |
#### | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. | |
+ | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (file no. 333-92747) and any amendments thereto. | |
++ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 28, 1999. | |
& | Incorporated by reference to Amendment No. 3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. | |
% | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004. | |
%% | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004. | |
! | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (file no. 333-126636) and any amendments thereto. | |
!! | Incorporated by reference to the Registrant’s Registration Statement on Form 8-A, dated March 30, 2005 and any amendments thereto. | |
!!! | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 11, 2005. | |
!!!! | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005. |
II-6
Table of Contents
$ | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. | |
$$ | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006. | |
%%% | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 20, 2007. | |
%%%% | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. | |
ˆˆˆˆ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 21, 2008. | |
§ | Incorporated by reference to the Registrant’s Amendment No. 1 to its Current Report on Form 8-K/A, filed on October 10, 2008. | |
§§ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 24, 2008. | |
§§§ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2008. | |
§§§§ | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. | |
§§§§§ | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. | |
$$$$ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 12, 2009. | |
$$$$$ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 17, 2009. | |
€ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 7, 2009. | |
€€ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 15, 2009. | |
€€€ | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. | |
£ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 16, 2009. | |
££ | Incorporated by reference to the Registrant’s Amendment to its Current Report on Form 8-K/A, filed on November 2, 2009. | |
£££ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 12, 2010. | |
££££ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 11, 2010. | |
£££££ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 26, 2010. | |
X | Incorporated by reference to the Registrant’s Amendment No. 1 to its Annual Report on Form 10-K, filed on April 29, 2010. | |
+++ | Confidential treatment requested as to certain portions of the document, which portions have been | |
omitted and filed separately with the Securities and Exchange Commission. | ||
@ | Management contract or compensatory plan or arrangement. | |
(1) | Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and/or exhibits have been omitted from the Agreement and Plan of Merger. OXiGENE will furnish copies of any such schedules or exhibits to the Securities and Exchange Commission upon request. |
II-7
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II-8
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II-9
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OXiGENE, Inc. | ||||
By: | /s/ Peter J. Langecker | |||
Peter J. Langecker, M.D., Ph.D. Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Peter J. Langecker | Chief Executive Officer and Director | June 4, 2010 | ||
Peter J. Langecker | (Principal executive officer) | |||
/s/ James B. Murphy | Vice President and Chief Financial Officer | June 4, 2010 | ||
James B. Murphy | (Principal financial officer and principal accounting officer) | |||
* | Chairman of the Board of Directors | June 4, 2010 | ||
William N. Shiebler | ||||
* | Director | June 4, 2010 | ||
Roy H. Fickling | ||||
/s/ Tamar D. Howson | Director | June 4, 2010 | ||
Tamar D. Howson | ||||
* | Director | June 4, 2010 | ||
Mark Kessel | ||||
* | Director | June 4, 2010 | ||
William D. Schwieterman | ||||
* | Director | June 4, 2010 | ||
Alastair J.J. Wood |
* | Signed by Power of Attorney |
James B. Murphy
Vice President and Chief Financial Officer
90
Table of Contents
Exhibit | ||
Number | Description | |
2.1 | Agreement and Plan of Merger by and among OXiGENE, Inc., OXiGENE Merger Sub, Inc., VaxGen, Inc. and James P. Panek, as representative of VaxGen stockholders, dated as of October 14, 2009. £(1) | |
3.1 | Restated Certificate of Incorporation of the Registrant.* | |
3.2 | Amended and Restated By-Laws of the Registrant.%%% | |
3.3 | Certificates of Amendment of Certificate of Incorporation, dated June 21, 1995 and November 15, 1996.** | |
3.4 | Certificate of Amendment of Restated Certificate of Incorporation, dated July 14, 2005. ! | |
3.5 | Certificate of Amendment of Restated Certificate of Incorporation, dated June 2, 2009. €€€ | |
3.6 | Certificate of Amendment of Restated Certificate of Incorporation, dated February 8, 2010. X | |
4.1 | Specimen Common Stock Certificate.* | |
4.2 | Warrant for the purchase of shares of common stock, dated February 19, 2008, issued by the Registrant to Kingsbridge Capital Limited.ˆˆˆˆ | |
4.3 | Registration Rights Agreement, dated February 19, 2008, by and between the Registrant and Kingsbridge Capital Limited.ˆˆˆˆ | |
4.4 | Form of Direct Investment Warrant, dated as of October 17, 2008. § | |
4.5 | Registration Rights Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. § | |
4.6 | Amended and Restated Registration Rights Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of July 2, 2009. € | |
4.7 | Form of Five-year Warrant, dated as of July 15, 2009. €€ | |
4.8 | Form of Short-term Warrant, dated as of July 15, 2009. €€ | |
4.9 | Registration Rights Agreement, dated as of March 10, 2010, by and among the Company and the Buyers named therein. ££££ | |
4.10 | Form of Series A Warrant, dated March 10, 2010. ££££ | |
4.11 | Form of Series B Warrant, dated March 10, 2010. ££££ | |
4.12 | Form of Series C Warrant, dated March 10, 2010. ££££ | |
4.13 | Form of Series D Warrant, dated March 10, 2010. ££££ | |
4.14 | Amendment No. 3 to Stockholder Rights Agreement, dated as of March 10, 2010, by and between the Company and American Stock Transfer and Trust Company. ££££ | |
4.15 | Form of Exchanged Series D Warrant, dated March 26, 2010. £££££ | |
10.1 | OXiGENE 1996 Stock Incentive Plan, as amended.+@ | |
10.2 | Technology Development Agreement, dated as of May 27, 1997, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University.*** | |
10.3 | Office Lease, dated February 28, 2000, between the Registrant and Charles River Business Center Associates, L.L.C. ### | |
10.4 | Research Collaboration and License Agreement, dated as of December 15, 1999, between OXiGENE Europe AB and Bristol-Myers Squibb Company.++ | |
10.5 | Independent Contractor Agreement For Consulting Services, dated as of April 1, 2001, between Registrant and David Chaplin Consultants, Ltd. #@ | |
10.6 | Employment Agreement, dated as of April 1, 2001, between the Registrant and Dr. David Chaplin. #@ | |
10.7 | Restricted Stock Agreement for Employees, dated as of January 2, 2002, between the Registrant and Dr. David Chaplin. #@ | |
10.8 | Form of Compensation Award Stock Agreement for Non-Employee Directors, dated as of January 2, 2002. #@ | |
10.9 | Amendment and Confirmation of License Agreement No. 206-01.LIC, dated as of June 10, 2002, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University. # | |
10.10 | License Agreement No. 206-01.LIC by and between the Arizona Board of Regents, acting on behalf of and for Arizona State University, and OXiGENE Europe AB, dated August 2, 1999. & | |
10.11 | Research and License Agreement between the Company and Baylor University, dated June 1, 1999. & | |
10.12 | Agreement to Amend Research and License Agreement between the Company and Baylor University, dated April 23, 2002. & | |
10.13 | “Addendum” to Research and License Agreement between the Company and Baylor University, dated April 14, 2003. & |
Table of Contents
Exhibit | ||
Number | Description | |
10.14 | Employment Agreement, dated as of February 23, 2004, between the Registrant and James B. Murphy.%@ | |
10.15 | Lease by and between The Realty Associates Fund III and the Registrant, dated as of August 8, 2003.%% | |
10.16 | Sublease by and between Schwartz Communications, Inc. and the Registrant, dated as of March 16, 2004.%% | |
10.17 | Stockholder Rights Agreement. !! | |
10.18 | OXiGENE 2005 Stock Plan. !!!@ | |
10.19 | Form of Incentive Stock Option Agreement under OXiGENE 2005 Stock Plan. $@ | |
10.20 | Form of Non-Qualified Stock Option Agreement under OXiGENE 2005 Stock Plan. $@ | |
10.21 | Form of Restricted Stock Agreement under OXiGENE 2005 Stock Plan. $@ | |
10.22 | Lease Modification Agreement No. 1 by and between The Realty Associates Fund III and the Registrant, dated as of May 25, 2005. !!!! | |
10.23 | Second Amendment to Lease by and between BP Prospect Place LLC and the Registrant, dated as of March 28, 2006. $$ | |
10.24 | Amendment No. 1 to Employment Agreement, dated as of January 1, 2007, between the Registrant and David Chaplin.%%%%@ | |
10.25 | Common Stock Purchase Agreement, dated February 19, 2008, by and between the registrant and Kingsbridge Capital Limited.ˆˆˆˆ | |
10.26 | Technology License Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §+++ | |
10.27 | Novated and Restated Technology License Agreement by and among the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §+++ | |
10.28 | Stock and Warrant Purchase Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §+++ | |
10.29 | Purchase Option Agreement by and among the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of October 1, 2008. § | |
10.30 | Additional Funding Agreement by and among the Company, Symphony ViDA, Inc., Symphony ViDA Investors LLC and Symphony ViDA Holdings LLC, dated as of October 1, 2008. § | |
10.31 | Amendment No. 1 to the Stockholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company, dated as of October 1, 2008. § | |
10.32 | Form of Indemnification Agreement between the Company and its Directors. §§@ | |
10.33 | OXiGENE, Inc. Amended and Restated Director Compensation Policy, effective January 1, 2010. X@ | |
10.34 | Separation Agreement between the Company and Dr. Chin, dated as of October 22, 2008.§§@ | |
10.35 | Amendment No. 3 to Employment Agreement by and among the Company and Mr. Citron, dated as of October 22, 2008. §§@ | |
10.36 | Amendment No. 1 to Employment Agreement by and between the Company and Mr. Kollins, dated as of December 16, 2008. §§§@ | |
10.37 | 409A Amendment to Employment Agreement by and between the Company and Dr. Chaplin, dated as of December 30, 2008. §§§§@ | |
10.38 | 409A Amendment to Employment Agreement by and between the Company and Mr. Kollins, dated as of December 27, 2008. §§§§@ | |
10.39 | 409A Amendment to Employment Agreement by and between the Company and Mr. Murphy, dated as of December 30, 2008. §§§§@ | |
10.40 | 409A Amendment to Employment Agreement by and between the Company and Dr. Walicke, dated as of December 31, 2008. §§§§@ | |
10.41 | Amendment No. 2 to Employment Agreement by and between the Company and Dr. Chaplin, dated as of January 20, 2009. §§§§@ | |
10.42 | Amendment No. 2 to Employment Agreement by and between the Company and Mr. Murphy, dated as of January 20, 2009. §§§§@ | |
10.43 | Research and Development Agreement by and between the Company and Symphony ViDA Holdings LLC, dated as of October 1, 2008. §§§§+++ | |
10.44 | Amended and Restated Research and Development Agreement by and among the Company, Symphony ViDA Holdings LLC and Symphony ViDA, Inc., dated as of October 1, 2008. §§§§+++ | |
10.45 | Lease between Broadway 701 Gateway Fee LLC, A Delaware Limited Liability Company, as Landlord, and the Company, as Tenant, dated October 10, 2008. §§§§ | |
10.46 | Office Lease Agreement, dated April 21, 2009, between the Registrant and King Waltham LLC. §§§§§ | |
10.47 | Separation Agreement between OXiGENE and Dr. Walicke dated as of June 10, 2009. $$$$@ | |
10.48 | Employment Agreement by and between the Company and Dr. Langecker, dated as of June 10, 2009. $$$$$@ |
Table of Contents
Exhibit | ||
Number | Description | |
10.49 | Amended and Restated Purchase Option Agreement by and among the Company, Symphony ViDA, Inc. and Symphony ViDA Holdings LLC, dated as of July 2, 2009. € | |
10.50 | Termination Agreement by and among the Company, Symphony ViDA Holdings LLC, Symphony ViDA Investors LLC and Symphony ViDA, Inc., dated as of July 2, 2009. € | |
10.51 | Form of Voting Agreement by and among OXiGENE, Inc., VaxGen, Inc. and certain VaxGen stockholders, dated as of October 14, 2009. £ | |
10.52 | Form of Voting Agreement by and among VaxGen, Inc., OXiGENE, Inc., and certain OXiGENE stockholders, dated as of October 14, 2009. £ | |
10.53 | Amendment No. 2 to Stockholder Rights Agreement by and between OXiGENE, Inc. and American Stock Transfer & Trust Company, LLC, dated as of October 14, 2009. £ | |
10.54 | Separation Agreement between OXiGENE, Inc. and John A. Kollins, dated as of October 28, 2009. ££@ | |
10.55 | Amendment No. 1 to Common Stock Purchase Agreement by and between OXiGENE, Inc. and Kingsbridge Capital Limited, dated as of February 9, 2010. £££ | |
10.56 | Securities Purchase Agreement, dated as of March 10, 2010, by and among the Company and the Buyers named therein. ££££ | |
10.57 | Voting Agreement, dated as of March 10, 2010, by and between the Company and Symphony ViDA Holdings LLC. ££££ | |
10.58 | Form of Amendment and Exchange Agreement, dated as of March 25, 2010, by and among the Company and the Investors named therein. £££££ | |
14.1 | Code of Conduct. #### | |
23.1 | Consent of Ernst & Young LLP. | |
23.2 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see Exhibit 5.1 to the Registration Statement on Form S-1 No. 333-150595). | |
24.1 | Power of Attorney (see signature page). |
* | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (file no. 33-64968) and any amendments thereto. | |
** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996. | |
*** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997. | |
**** | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999. | |
# | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002. | |
## | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002. | |
### | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000. | |
#### | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. | |
+ | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (file no. 333-92747) and any amendments thereto. | |
++ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 28, 1999. | |
& | Incorporated by reference to Amendment No. 3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. | |
% | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004. |
Table of Contents
%% | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004. | |
! | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (file no. 333-126636) and any amendments thereto. | |
!! | Incorporated by reference to the Registrant’s Registration Statement on Form 8-A, dated March 30, 2005 and any amendments thereto. | |
!!! | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 11, 2005. | |
!!!! | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005. | |
$ | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. | |
$$ | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006. | |
%%% | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 20, 2007. | |
%%%% | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007. | |
ˆˆˆˆ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 21, 2008. | |
§ | Incorporated by reference to the Registrant’s Amendment No. 1 to its Current Report on Form 8-K/A, filed on October 10, 2008. | |
§§ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 24, 2008. | |
§§§ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2008. | |
§§§§ | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. | |
§§§§§ | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. | |
$$$$ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 12, 2009. | |
$$$$$ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 17, 2009. | |
€ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 7, 2009. | |
€€ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 15, 2009. | |
€€€ | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. | |
£ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 16, 2009. | |
££ | Incorporated by reference to the Registrant’s Amendment to its Current Report on Form 8-K/A, filed on November 2, 2009. | |
£££ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 12, 2010. | |
££££ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 11, 2010. | |
£££££ | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 26, 2010. | |
X | Incorporated by reference to the Registrant’s Amendment No. 1 to its Annual Report on Form 10-K, filed on April 29, 2010. | |
+++ | Confidential treatment requested as to certain portions of the document, which portions have been omitted and filed separately with the Securities and Exchange Commission. |
Table of Contents
@ | Management contract or compensatory plan or arrangement. | |
(1) | Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and/or exhibits have been omitted from the Agreement and Plan of Merger. OXiGENE will furnish copies of any such schedules or exhibits to the Securities and Exchange Commission upon request. |