OXiGENE Announces $5 Million Private Placement
SOUTH SAN FRANCISCO, Calif., April 11, 2013 (GLOBE NEWSWIRE) -- OXiGENE, Inc.
(Nasdaq:OXGN), a clinical-stage biopharmaceutical company developing novel
therapeutics to treat cancer, announced that it has entered into definitive
agreements with institutional accredited investors in a private placement of
$5.0 million of zero coupon convertible preferred stock (which are convertible
into a total of approximately 1.38 million shares of common stock) and 2
series of warrants potentially exercisable for up to approximately 2.76
million additional shares of common stock, in the aggregate. In addition to
the preferred stock not having a required dividend right, the preferred stock
will not have any preferences over the Company's common stock, including
liquidation rights. Subject to certain ownership limitations, the preferred
stock is convertible at any time at the option of the holder into shares of
common stock at a conversion price of $3.63 (which represents a price above
the closing price of the common stock on the previous trading day). The first
series of warrants will allow for the investors to purchase up to
approximately 1.38 million shares of common stock at an exercise price of
$3.40 per share and are exercisable for 5 years.The second series of warrants
will allow for the investors to purchase up to approximately 1.38 million
shares of common stock at an exercise price of $3.40 per share and are
exercisable for 2 years. OXiGENE has agreed to register the resale of the
shares of common stock issuable upon conversion of the preferred stock and
upon exercise of the warrants.
The offering is expected to close on or about April 12, 2013, subject to
satisfaction of customary closing conditions.
Dawson James Securities, Inc., acted as the placement agent for the
transaction and Geller Biopharm, a healthcare investment banking division of
Financial West Group, served as the co-placement agent.
The securities offered in the private placement have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or applicable
state securities laws. Accordingly, the securities may not be offered or sold
in the United States except pursuant to an effective registration statement or
an applicable exemption from the registration requirements of the Securities
Act and such applicable state securities laws. The securities were offered
only to accredited investors.
This release does not constitute an offer to sell or the solicitation of an
offer to buy the securities, nor shall there be any sale of the securities in
any state in which such offer,solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of such state.
Further details of the placement will be described in a Current Report on Form
8-K to be filed with the SEC by the Company and all of the transaction
documents will be attached to the Form 8-K.
OXiGENE is a clinical-stage biopharmaceutical company developing novel
therapeutics to treat cancer. The Company's major focus is developing vascular
disrupting agents (VDAs) that selectively disrupt abnormal blood vessels
associated with solid tumor progression. OXiGENE is dedicated to leveraging
its intellectual property and therapeutic development expertise to bring
life-extending and life-enhancing medicines to patients.
Safe Harbor Statement
This press release contains certain statements that may include
"forward-looking statements." All statements other than statements of
historical fact included herein are "forward-looking statements." These
forward-looking statements are often identified by the use of forward-looking
terminology such as "believes," "expects" or similar expressions, involving
known and unknown risks and uncertainties. Although the Company believes that
the expectations reflected in these forward-looking statements are reasonable,
they do involve assumptions, risks and uncertainties, and these expectations
may prove to be incorrect. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of a variety of
factors, including the risk factors discussed in the Company's periodic
reports that are filed with the Securities and Exchange Commission and
available on the SEC's website (http://www.sec.gov). All forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these risk factors. Other than as
required under the securities laws, the Company does not assume a duty to
update these forward-looking statements.
CONTACT: Investor and Media Contact:
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