SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ______ to ______
Commission File Number: 0-21990
OXiGENE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3679168
(State or other jurisdiction of (IRS Employer
incorporation or Identification No.)
organization)
110 East 59th Street
New York, NY 10022
(Address of principal executive offices, including zip code)
(212) 421-0001
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Warrant to Purchase One Share of Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of September 30, 1996, there were 7,647,418 shares of the Registrant's
Common Stock issued and outstanding.
OXiGENE, INC.
This Quarterly Report on Form 10-Q contains historical information
and forward-looking statements. Statements looking forward in time are included
in this Form 10-Q pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. They involve known and unknown risks
and uncertainties that may cause the Company's actual results in future periods
to be materially different from any future performance suggested herein. In the
context of forward-looking information provided in this Form 10-Q and in other
reports, please refer to the discussion of risk factors detailed in, as well as
the other information contained in, the Company's filings with the Securities
and Exchange Commission during the past 12 months.
INDEX PAGE NO.
PART I. FINANCIAL INFORMATION 1
Item 1. Financial Statements 1
Condensed Consolidated Balance Sheets 2
Condensed Consolidated Statement of Operations 3
Condensed Consolidated Statements of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION 9
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Securityholders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
ii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying consolidated financial statements have been prepared
by OXiGENE, Inc. ("OXiGENE" or the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (the "SEC"). In
the Company's opinion, these financial statements contain all adjustments
necessary to present fairly the financial position of OXiGENE, Inc. as of
September 30, 1996 and December 31, 1995, the results of operations for the
three-month and nine-month periods ended September 30, 1996 and September 30,
1995, and the cash flows for the nine-month periods ended September 30, 1996
and September 30, 1995. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1995. The results of
operations for the period ended September 30, 1996 are not necessarily
indicative of the results of operations and cash flows for any subsequent
interim period or for the full year.
1
OXiGENE, Inc.
(A development stage company)
Condensed Consolidated Balance Sheets
(All amounts in thousands)
September 30, 1996 December 31, 1995
------------------ -----------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 12,427 $ 10,407
Securities available-for-sale 502
Prepaid expenses 65 50
Interest receivable 182 202
Other 53 19
--------------------- --------------------
Total current assets 12,727 11,180
Furniture, fixtures and equipment, at cost 103 62
Accumulated depreciation (37) (25)
--------------------- ---------------------
Net property and equipment 66 37
Deposits 10 10
--------------------- --------------------
Total Assets 12,803 11,227
===================== ====================
Liabilities and stockholders' equity
Current Liabilities:
Accounts payable and accrued expenses:
Due to Cato Research, Ltd. 11 134
Other payables 494 536
--------------------- --------------------
Total current liabilities 505 670
Stockholders' equity
Common stock $0.01 par value:
Authorized shares - 15,000,000 shares
Issued and outstanding
7,647,418 at September 30, 1996
6,823,300 at December 31, 1995 76 68
Additional paid-in capital 28,216 21,864
Deficit accumulated during the development
stage (16,009) (11,400)
Foreign currency translation adjustment 15 25
--------------------- --------------------
Total stockholders' equity 12,298 10,557
--------------------- --------------------
Total liabilities and stockholders' equity $ 12,803 $ 11,227
===================== ====================
The accompanying notes are an integral part of this statement.
424544.1
OXiGENE, Inc.
(A development stage company)
Condensed Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)
Period from
February 22, 1988
(Inception)
Three months ended Nine months ended through
September 30, September 30, September 30,
1996 1995 1996 1995 1996
---------- ---------- ---------- --------- ---------------
Revenue
Interest income 118 159 371 241 1,118
Research 31
---------- ---------- ---------- --------- --------------
Total revenue 118 159 371 241 1,149
Operating expenses
Research and development:
Cato Research, Ltd. 72 255 460 537 2,925
Other 530 342 2,498 1,333 7,103
---------- ---------- ---------- --------- --------------
Total research and development 602 597 2,958 1,870 10,028
General and administrative 713 323 2,022 969 7,130
---------- ---------- ---------- --------- --------------
Total operating expenses 1,315 920 4,980 2,839 17,158
---------- ---------- ---------- --------- --------------
Net loss (1,197) (761) (4,609) (2,598) (16,009)
=========== ========== =========== ========== ===============
Net loss per common share (0.16) (0.12) (0.65) (0.47)
Weighted average number of
common shares outstanding 7,480 6,572 7,141 5,568
The accompanying notes are an integral part of this statement.
424544.1
OXiGENE, Inc.
(A development stage company)
Condensed Consolidated Statements of Cash Flows
(All amounts in thousands)
(Unaudited)
Period from
February 22, 1988
(Inception)
Nine months ended through
September 30, September 30,
1996 1995 1996
------------- ------------- ---------------------
Operating Activities
Net Loss (4,609) (2,598) (16,009)
Adjustment to reconcile net loss to net cash used
in operating activities:
Depreciation 12 7 36
Amortization/loss on sale of securities
available-for-sale 20 9
Compensation related to issuance of warrants,
options and stock appreciation rights 1,001 1,672
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (29) 132 (297)
Accounts payable and accrued expenses 58 165 496
------------- ------------- ---------------
Net cash used in operating activities (3,567) (2,274) (14,093)
Financing activities
Proceeds from issuance of common stock, net 5,083 9,609 26,568
Other capital contribution 53 53
------------- ------------- ---------------
Net cash provided by financing activities 5,136 9,609 26,621
Investing activities
Proceeds from sale of securities available-for-sale 502 1,840 3,359
Purchase of securities available-for-sale (3,368)
Deposits (10)
Purchase of furniture, fixture and equipment (41) (22) (102)
------------- ------------- ----------------
Net cash used in investing activities 461 1,818 (121)
Effect of exchange rate on changes in cash (10) 20
------------- ------------- ---------------
Net increase in cash and cash
equivalents 2,020 9,153 12,427
Cash and cash equivalents at beginning of period 10,407 1,194
------------- ------------ ---------------
Cash and cash equivalents at end of period 12,427 10,347 12,427
============= ============= ===============
The accompanying notes are an integral part of this statement.
424544.1
OXiGENE, INC.
(A development stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
1. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the nine-months
ended September 30, 1996 are not necessarily indicative of the results that may
be expected for the year ending December 31, 1996. For further information,
refer to the consolidated financial statements and footnotes thereto included
in the Company's annual report on Form 10-K for the year ended December 31,
1995.
Cash and Cash Equivalents
The Company considers all highly liquid financial instruments with a
maturity of three months or less when purchased to be cash equivalents.
Net Loss Per Share
Net loss per share is based upon the Company's aggregate net loss
divided by the weighted average number of shares of Common Stock outstanding
during the respective periods. All options and warrants were antidilutive and,
accordingly, excluded from the calculation of weighted average shares.
2. Principles of Consolidation
The condensed consolidated financial statements include the accounts
of the Company and its wholly-owned Swedish subsidiary, OXiGENE (Europe) AB.
Intercompany balances and transactions have been eliminated.
Stockholder's Equity
During the nine months ended September 30, 1996, the Company issued
824,118 shares of Common Stock upon exercise of previously granted warrants,
options and stock appreciation rights ("SARs"), with proceeds to the Company of
approximately $5.1 million.
During the nine months ended September 30, 1996, the Company recorded
a charge for financial reporting purposes of approximately $1.0 million because
the market value of the Company's Common Stock exceeded the exercise prices of
SARs issued by the Company. Because SARs are satisfied, upon exercise, only by
the distribution of shares of Common Stock, the charge was credited to
additional paid-in capital. In addition, SARs accrued as a liability as of
December 31, 1995, amounting to approximately $0.2 million, were credited to
additional paid-in capital.
5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Description of Business
OXiGENE is a development-stage pharmaceutical company engaged in
the research and development of products designed to enhance the clinical
efficacy of radiation and chemotherapy, the most common and traditional forms
of non-surgical cancer treatment. The Company's proprietary technology involves
the inhibition, measurement and stimulation of the cellular DNA repair process.
Since its inception in February, 1988, the Company has devoted substantially
all of its efforts and resources to research and development conducted on its
own behalf and through strategic collaborations with clinical institutions and
other organizations, particularly the University of Lund in Lund, Sweden. The
Company has generated a cumulative net loss of approximately $16.0 million for
the period from its inception through September 30, 1996. The Company expects
to incur significant additional operating losses in the year ending December
31, 1996, and for several years thereafter, principally as a result of its
continuing clinical trials and anticipated research and development
expenditures.
The principal source of the Company's working capital has been the
proceeds of private and public equity financings. In the summer of 1995, the
Company completed a private placement of approximately $10.0 million before
expenses. Further, on October 30, 1996, the Company announced that its
Registration Statement under the Securities Act, covering a proposed public
offering by the Company of 1 million shares of Common Stock, had been declared
effective by the SEC. D. Carnegie AB, a Swedish investment bank ("Carnegie"),
and Nordberg Capital Inc. will underwrite the Offering. The closing of the
Offering is expected in mid-November 1996.
As of September 30, 1996, the Company had no long-term debt or
loans payable. Since its inception, the Company has had no material amount of
licensing or other fee income, and does not anticipate any such income for the
foreseeable future.
Results of Operations - Nine Months Ended September 30, 1996 and 1995
During the nine-month periods ended September 30, 1996 and 1995, the
Company had no revenues, except for approximately $0.4 million and $0.2 million
of interest income, respectively. The increase in interest income is
attributable primarily to the increase in cash and cash equivalents as a result
of the completion of a $10 million (before expenses) private placement in the
summer of 1995. Operating expenses for those periods were approximately $5.0
million and $2.8 million, respectively. Research and development expenses for
the nine-month period ended September 30, 1996 increased to approximately $3.0
million from approximately $1.9 million for the comparable 1995 period. The
increase in reported research and development expenses was attributable to a
charge for financial reporting purposes of approximately $1.0 million. This
charge was recorded because the market value per share of Common Stock on
September 30, 1996 ($23.00) exceeded the exercise price of SARs previously
granted by the Company to certain clinical investigators and consultants.
Without giving effect to such charge, research and development expenses
increased by approximately $0.1 million compared to the comparable 1995 period.
Generally, the Company makes payments to its clinical investigators if and when
certain predetermined milestones in its clinical trials are reached, rather
than on a fixed quarterly or monthly basis. As a result of the foregoing and
the existence of outstanding SARs, research and development expenses have
fluctuated, and are expected to continue to fluctuate, from quarter to quarter.
General and administrative expenses for the nine-month period ended September
30, 1996 increased to
6
approximately $2.0 million from approximately $1.0 million for the comparable
1995 period. The increase in general and administrative expenses is primarily
attributable to investment banking fees paid to Carnegie, start-up expenses
related to establishing the Company's Swedish subsidiary and, generally, an
increase in the Company's activities, mostly in Sweden.
Liquidity and Capital Resources
OXiGENE has experienced net losses and negative cash flow from
operations each year since its inception and, as of September 30, 1996, had a
deficit during the development stage of approximately $16.0 million. The
Company expects to incur substantial additional expenses, resulting in
significant losses, over at least the next several years due to, among other
factors, its continuing clinical trials and anticipated research and
development activities. To date, the Company has financed its operations
principally through the net proceeds it has received from private and public
equity financings.
At December 31, 1995, the Company had approximately $10.9 million
in cash and cash equivalents and marketable securities available for sale. In
the first quarter of 1996, the Company disposed of its marketable securities.
The Company had cash and cash equivalents of approximately $12.4 million at
September 30, 1996, compared to approximately $10.7 million at June 30, 1996.
The increase in cash and cash equivalents in the third quarter is primarily
attributable to the issuance, upon exercise of outstanding options, warrants
and SARs, of 376,136 shares of Common Stock, with proceeds to the Company of
approximately $3.3 million. A portion of these proceeds was used to finance
operations during the three months ended September 30, 1996. The Company
believes that a relatively large number of publicly-traded warrants was
exercised in the three-month period ended September 30, 1996 because of an
increase in the exercise price of those warrants (from $10.35 to $12.35),
effective August 26, 1996. The Company does not believe that the rate of
exercise of the publicly-traded warrants in the quarter ended September 30,
1996 is indicative of the rate at which those warrants may be exercised in the
future. As of September 30, 1996, an aggregate of 1,193,241 publicly-traded
warrants remained outstanding.
OXiGENE's policy is to contain its fixed expenditures by
maintaining a relatively small number of employees and relying as much as
possible on outside services for its research, development, preclinical testing
and clinical trials. The Company maintains small executive offices in New York
and in Lund, Sweden, and recently established an office in Stockholm, Sweden,
all of which are subleased. Further, the Company contemplates subleasing new
laboratory space in the New York metropolitan area that will complement
research activities with those at the Lund facility. The Company contracts with
Cato Research, Ltd., Durham, North Carolina, for the coordination of the
Company's clinical trials and retention of its clinical files. The Company pays
the University of Lund, Sweden and other hospitals, where applicable, on a per
patient basis for conducting its clinical trials. Further, in May 1996, in
collaboration with ILEX(TM) Oncology Inc., a contract research organization in
San Antonio, Texas ("ILEX"), the Company established a large-scale synthesis of
Oxi-104, a new chemical compound under preclinical testing by the Company, in
accordance with current U.S. Good Laboratory Practice Standards. Through
September 30, 1996, the Company has paid ILEX approximately $0.4 million. As
the research and development with respect to Oxi-104 continue, the Company
expects that the amounts payable to ILEX from time to time will increase
significantly.
7
The Company anticipates that the net proceeds of the Offering,
together with available cash, cash equivalents, investment securities and
investment income, should be sufficient to satisfy the Company's projected cash
requirements for approximately 30 months from the completion of the Offering.
However, working capital and capital requirements may vary materially from
those now planned due to numerous factors including, but not limited to, the
progress with the preclinical testing and clinical trials; progress of the
Company's research and development programs; the time and costs required to
obtain regulatory approvals; the resources the Company devotes to manufacturing
methods and advanced technologies; the ability of the Company to obtain
collaborative or licensing arrangements; the costs of filing, prosecuting and,
if necessary, enforcing patent claims; the cost of commercializing activities
and arrangements; and the demand for its products if and when approved. The
Company anticipates that it will have to seek substantial additional private or
public financing or enter into collaborative arrangements with one or more
third parties to complete the development of any products or bring products to
market. The Company expects that these funding needs will continue even after
the closing of the Offering. There can be no assurance that additional
financing will be available on acceptable terms, if at all. The Company had no
material commitments for capital expenditures as of September 30, 1996.
Tax Matters
As of December 31, 1995, the Company had, for Federal income tax
purposes, net operating loss carryforwards of approximately $10.7 million.
Pursuant to the Tax Reform Act of 1986, annual utilization of the Company's net
operating loss carryforwards may be limited if a cumulative change in ownership
of the Company's stock of more than 50% (within the meaning of the Internal
Revenue Code) occurs within any three-year period. The Company has made no
determination concerning whether there has been such a cumulative change in
ownership and it is possible that such a change in ownership may be deemed to
have occurred following the Company's initial public offering, which was
completed in October, 1993, and/or the private placement of 1,666,700 shares of
Common Stock, which was completed in July 1995, or that it will be deemed to
have occurred upon completion of the Offering.
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings pending or, to the Company's best
knowledge, threatened against the Company.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The following exhibit is filed as part of this Quarterly
Report on Form 10-Q:
27.1 Financial Data Schedule
99.1 Press Release, dated August 13, 1996, with respect
to initiation of clinical trial for Oxi-104.
99.2 Press Release, dated August 13, 1996, with respect to
appointment of CFO.
99.3 Press Release, dated September 30, 1996, with
respect to filing of registration statement in
connection with Stockholm Stock Exchange listing.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the third quarter of
1996.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OXiGENE, INC.
Date: November 13, 1996 /s/BoHaglund
--------------------------
Bo Haglund
Chief Financial Officer
10
OXiGENE, INC.
Quarterly Report on Form 10-Q
for the Fiscal Quarter Ended September 30, 1996
Exhibits
Exhibit
Number Description
- ------ -------------
27.1 Financial data schedule.
99.1 Press Release, dated August 13, 1996, with respect to initiation of
clinical trial for Oxi-104.
99.2 Press Release, dated August 13, 1996, with respect to appointment of CFO.
99.3 Press Release, dated September 30, 1996, with respect to filing of
registration statement in connection with Stockholm Stock Exchange
listing.
11