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 June 30, 1999 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 organization) Identification No.) ONE COPLEY PLACE, SUITE 602 BOSTON, MA 02116 (Address of principal executive offices, including zip code) (617) 536-9500 (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 June 30, 1999, there were 10,258,036 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 5 Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures about 9 Market Risks PART II. OTHER INFORMATION 10 Item 1. Legal Proceedings 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of 10 Securityholders Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 ii PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying unaudited condensed 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. In the Company's opinion, these financial statements contain all adjustments necessary to present fairly the financial position of OXiGENE, Inc. as of June 30, 1999 and December 31, 1998, the results of operations for the three months and six months ended June 30, 1999 and June 30, 1998, and the cash flows for the three months and six months ended June 30, 1999 and June 30, 1998. 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, 1998. The results of operations for the periods ended June 30, 1999 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, except share amounts, in thousands of dollars) June 30, December 31, 1999 1998 ---- ---- (unaudited) ASSETS Current assets: Cash and cash equivalents 27,503 31,757 Prepaid expenses 344 609 Interest receivable 394 196 Other 90 173 -------- -------- Total current assets 28,331 32,735 Furniture, fixtures and equipment, at cost 373 372 Accumulated depreciation (196) (168) -------- -------- Net property and equipment 177 204 Deposits 80 80 -------- -------- Total assets $ 28,588 $ 33,019 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses: Accounts payable and accrued expenses $ 2,371 $ 2,171 Other payables 21 656 -------- -------- Total current liabilities 2,392 2,827 Stockholders' equity Common stock, $0.01 par value: Authorized shares - 60,000,000 shares Issued and outstanding 10,258,036 at June 30, 1999 10,207,049 at December 31, 1998 102 102 Additional paid-in capital 68,747 68,715 Deficit accumulated during the development stage (41,263) (36,966) Accumulated Other Comprehensive Income 378 326 Deferred compensation (1,768) (1,985) -------- -------- Total stockholders' equity 26,196 30,192 -------- -------- Total liabilities and stockholders' equity $ 28,588 $ 33,019 ======== ======== The accompanying notes are an integral part of this statement. 2 OXiGENE, INC. (A development stage company) Condensed Consolidated Statements of Operations (All amounts in thousands of dollars, except per share data) (Unaudited) Period from February 22, Three months ended June 30, Six months ended June 30, 1988 (inception) through 1999 1998 1999 1998 June 30, 1999 ---- ---- ---- ---- ------------- REVENUE Interest income $ 337 $ 515 $ 712 $ 1,062 $ 6,359 Research income - - - - 31 --------- --------- --------- --------- ---------- Total revenue 337 515 712 1,062 6,390 OPERATING EXPENSES Research and development 2,056 2,419 3,506 4,175 33,039 General and administrative 725 902 1,503 1,564 14,614 --------- --------- --------- --------- ---------- Total operating expenses 2,781 3,321 5,009 5,739 47,653 NET LOSS $ (2,444) $ (2,806) $ (4,297) $ (4,677) $ (41,263) ========= ========= ========= ========= ========== NET LOSS PER COMMON SHARE (0.24) (0.28) (0.42) (0.46) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,232 10,199 10,220 10,197 The accompanying notes are an integral part of this statement. 3 OXiGENE, INC. (A development stage company) Condensed Consolidated Statements of Cash Flows (All amounts in thousands of dollars) (Unaudited) Six months ended Period from February 22, June 30, 1988 (inception) through 1999 1998 June 30, 1999 ---- ---- ------------------------ OPERATING ACTIVITIES Net loss $ (4,297) $ (4,677) $(41,263) Adjustment to reconcile net loss to net cash used in operating activities: Loss on securities available-for-sale 12 Depreciation 33 42 235 Abandonment of furniture, fixture and equipment 13 Compensation related to issuance of warrants, options and stock appreciation rights 151 (264) 2,870 Changes in operating assets and liabilities: Prepaid expenses and other current assets 140 (327) (882) Accounts payable and accrued expenses (394) 1,304 2,517 -------- -------- -------- Net cash used in operating activities (4,367) (3,922) (36,498) FINANCING ACTIVITIES Proceeds from investor - - 100 Repayment to investor - - (100) Proceeds from issuance of common stock and capital contribution 98 109 64,160 Other capital contribution 53 -------- -------- -------- Net cash provided by financing activities 98 109 64,213 INVESTING ACTIVITIES Purchases of securities available-for-sale - - (3,368) Proceeds from sale of securities available-for-sale - - 3,356 Deposits - - (80) Purchase of furniture, fixture and equipment (11) (79) (447) -------- -------- -------- Net cash used in investing activities (11) (79) (539) Effect of exchange rate on changes in cash 26 14 327 -------- -------- -------- Net increase in cash and cash equivalents (4,254) (3,878) 27,503 Cash and cash equivalents at beginning of period 31,757 40,137 - -------- -------- -------- Cash and cash equivalents at end of period $ 27,503 $ 36,259 $ 27,503 ======== ======== ======== The accompanying notes are an integral part of this statement. 4 OXiGENE, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 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 three months and six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. 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, 1998. 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. 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, have been excluded from the calculation of weighted average shares. COMPREHENSIVE LOSS During the six months ended June 30, 1999 and 1998, total comprehensive loss amounted to $4,245,000 and $4,655,000, respectively. 5 2. STOCKHOLDER'S EQUITY During the six month period ended June 30, 1999, the Company issued 50,987 shares of Common Stock upon exercise of previously granted warrants, options and stock appreciation rights ("SARs"), with proceeds to the Company of approximately $98,000. The market value of the Company's Common Stock at June 30, 1999 was lower than the market value of the Company's Common Stock at December 31, 1998. Accordingly, the charge related to SARs that previously was recorded for financial reporting purposes was reduced by approximately $65,000 for the six months ended June 30, 1999, to reflect the market value of the unexercised SARs at June 30, 1999. Because upon exercise SARs are satisfied only by the distribution of shares of Common Stock, the change was debited to additional paid-in capital. During the six months ended June 30, 1999, the Company recorded stock-based compensation expense of approximately $217,000 resulting from the amortization of deferred compensation in connection with options issued to non-employees in the prior years. 6 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. OXiGENE 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. Consequently, OXiGENE believes that its research and development expenditures have been somewhat lower than those of other comparable development-stage companies. OXiGENE has generated a cumulative net loss of approximately $41.3 million for the period from its inception through June 30, 1999. OXiGENE expects to incur significant additional operating losses over at least the next several years, principally as a result of its continuing clinical trials and anticipated research and development expenditures. The principal source of OXiGENE's working capital has been the proceeds of private and public equity financings. As of June 30, 1999, OXiGENE 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 - SIX MONTHS ENDED JUNE 30, 1999 AND 1998 During each of the six-month periods ended June 30, 1999 and 1998, the Company had no revenues, except for approximately $0.7 million and $1.1 million in interest income, respectively. Operating expenses for those periods were approximately $5.0 million and $5.7 million, respectively. The decrease in operating expenses is primarily attributable to a decrease in research and development expenses related to the Combretastatin technology. This decrease is a function of the timing of certain research and development projects and is not necessarily indicative of any future research and development expenses. Research and development expenses for the six-month period ended June 30, 1999 decreased to approximately $3.5 million from approximately $4.2 million for the comparable 1998 period. SARs previously granted by the Company to certain clinical investigators and consultants affect the research and development expenses with a charge for financial reporting in reporting periods when the market value per share of Common Stock increases. Because the market value of the Company's Common Stock at June 30, 1999 was less than the market value on December 31, 1998, and the market value of the Company's Common Stock at June 30, 1998 was less than the market value on December 31, 1997, the charge previously recorded for financial reporting purposes was reduced for the six months ended June 30, 1999 and 1998 by approximately $65,000 and $264,000, respectively. Without giving effect to such charge or credit, research and development expenses for the six months ended July 30, 1999 decreased by approximately $870,000, compared to the comparable 1998 period. This decrease is primarily a result of a decrease in Combretastatin-related expenditures as described above. 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 7 fluctuated, and are expected to continue to fluctuate, from quarter to quarter. General and administrative expenses for the six-month period ended June 30, 1999 decreased to approximately $1.5 million from approximately $1.6 million for the comparable 1998 period. LIQUIDITY AND CAPITAL RESOURCES OXiGENE has experienced net losses and negative cash flow from operations each year since its inception and, as of June 30, 1999, had a deficit during the development stage of approximately $41.3 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. The Company had cash and cash equivalents of approximately $27.5 million at June 30, 1999, compared to approximately $31.8 million at December 31, 1998. The decrease in cash and cash equivalents is primarily a result of the cash being used to finance the Company's operating activities. During the second quarter of 1999, the Company received approximately $0.1 million upon the exercise of outstanding options, warrants and SARs. 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 offices in Stockholm, Sweden (executive offices and investor relations), and in Boston, Massachusetts (research and clinical trial coordination centers). In connection with the termination of certain of its clinical trials, the Company's Lund, Sweden, office is scheduled to close in the third quarter of 1999. The Company pays the University of Lund, Sweden, and other hospitals where applicable, on a per patient basis for conducting its clinical trials. Further, the Company has an agreement with ILEX (TM) Oncology Inc., a contract research organization in San Antonio, Texas ("ILEX"), pursuant to which ILEX performs contract research services for the Company in connection with the preclinical and clinical testing of compounds under development by the Company, particularly Oxi-104 and Combretastatin. Through June 30, 1999, the Company has paid ILEX approximately $5.7 million of which approximately $0.9 million was paid in the six-month period ended June 30, 1999. The amounts paid to ILEX have fluctuated, and are expected to continue to fluctuate, from time to time. 8 The Company anticipates that its cash and cash equivalents as of June 30, 1999, should be sufficient to satisfy the Company's projected cash requirements for approximately 30 months. 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. 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 June 30, 1999. TAX MATTERS As of December 31, 1998, the Company had net operating loss carry forwards of approximately $49.0 million for U.S. and foreign income tax purposes, of which $26.6 million expires for U.S. purposes through 2018. The utilization of approximately $2.5 million of such U.S. net operating losses is subject to an annual limitation, pursuant to Section 382 of the U.S. Internal Revenue Code, of approximately $350,000. IMPACT OF YEAR 2000 The Company's internal computer information system will be Year 2000 compliant before year end. These systems consist only of standard software from established and recognized providers. Any new software purchases will be Year 2000 compliant The Company's Year 2000 issues and potential business interruptions, costs damages or losses related thereto are primarily dependent upon the Year 2000 compliance of third parties. These third parties consist mainly of leading research organizations. The Company has no reason to believe that these third parties will not be Year 2000 compliant. However, the Company is in the process of reviewing its third party relationship in order to assess and address Year 2000 issues with respect to these third parties. The costs associated with the Company's Year 2000 compliance have been nominal, and the Company believes that the remaining costs will be minimal and will not have a material adverse effect on its financial condition or results of operations. The Company intends to develop a contingency plan to be able to react to any Year 2000 problems should they arise. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS Not applicable. 9 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Two former employees have charged, among other things, that their employment was terminated because of their sex, and have instituted legal action at the state level. The Company believes their claims are not meritorious; the Company has controverted their claims and is vigorously defending these matters. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 29, 1999, the Company held its Annual Meeting of Stockholders (the "Meeting") in Boston, Massachusetts. A total of 5,928,563 shares (or 57.7% of the Company's issued and outstanding shares) were present, in person or by proxy, and voted at the Meeting. At the Meeting, all nominees for director, Professor Marvin Caruthers, Gerald A. Eppner, Michael Ionata, Arthur B. Laffer, Dr. Bjorn Nordenvall, Dr. Ronald W. Pero and Per-Olof Soderberg, were elected as follows: Name of Director Votes For Votes Against - ---------------- --------- ------------- Number of Percentage Number of Percentage Shares of Vote Shares of Vote Marvin Caruthers 5,709,934 96.3% 218,629 3.7% Gerald A. Eppner 5,821,884 98.2% 106,679 1.8% Michael Ionata 5,820,884 98.2% 107,679 1.8% Arthur B. Laffer 5,821,627 98.2% 106,936 1.8% Bjorn Nordenvall 5,820,769 98.2% 107,794 1.8% Ronald W. Pero 5,821,934 98.2% 106,629 1.8% Per-Olof Soderberg 5,818,732 98.1% 109,831 1.9% At the Meeting, the Company's stockholders were also asked to approve and adopt certain amendments to the OXiGENE 1996 Stock Incentive Plan, including an increase in the number of shares that may be issued under that plan from 1.0 million to 1.5 million. The Company's stockholders approved the amendments with 4,548,883 votes (or 76.7%) cast in favor, 566,217 votes (or 9.6%) against, and 813,463 abstentions (or 13.7%). 10 The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 1999, with 5,900,406 votes or (99.5%) cast in favor, 14,580 votes against, and 30,315 abstentions. ITEM 5. OTHER INFORMATION Not applicable 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 (b) Reports on Form 8-K. No reports on Form 8-K were filed during the second quarter of 1999. 11 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: August 12, 1999 /s/ Bo Haglund ------------------------ ------------------------------------------- Bo Haglund Chief Financial Officer 12 OXiGENE, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 1999 EXHIBITS Exhibit Number Description - ------ ----------- 27.1 Financial data schedule.