OXiGENE reaches agreement with warrant holders for warrant exchange

Jan 19 2011

OXiGENE, Inc. (Nasdaq:OXGN), a clinical-stage, biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases, has entered into separate Warrant Exchange Agreements with each of the holders of outstanding warrants originally issued in March 2010 to eliminate all of such warrants having "ratchet" price-based anti-dilution protection features in exchange for shares of Company common stock and a lower number of warrants having no price based anti-dilution protections.

Under such separate agreements, these warrant holders have agreed to exchange all of their outstanding Series A and Series C warrants at an initial closing for an aggregate of 21,938,673 shares of Company common stock and Series E warrants to purchase an aggregate of 24,452,468 shares of Company common stock. The Series E warrants are not exercisable for six months, have an exercise price of $0.23 per share and do not contain any price-based anti-dilution protections. In addition, these warrant holders have agreed pursuant to such separate agreements to surrender all of the Series E warrants issued at the initial closing should the Company promptly obtain stockholder approval for the issuance of 9,150,892 additional shares of Company common stock, which would be exchanged for the Series E warrants in a subsequent closing. 

The initial closing is expected to take place on or about January 21, 2011, subject to the satisfaction of customary closing conditions. OXiGENE's Board of Directors and executive officers and Symphony Capital, who collectively own 25.7% of the outstanding shares of Common Stock, have agreed with the Company to vote to approve the issuance of the additional shares at an upcoming shareholder meeting, which is anticipated to take place early in March 2011. Roth Capital Partners, LLC acted as financial advisor to OXiGENE for this transaction.

"We are extremely pleased to have reached agreement with each of our warrant holders for this warrant exchange, as we believe this transaction will significantly simplify our Company's balance sheet, strengthen both our ability to regain compliance with Nasdaq listing standards and to take advantage of future business opportunities and provide flexibility relative to future financing transactions," said Peter J. Langecker, M.D., Ph.D., OXiGENE's Chief Executive Officer.