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. About OXiGENE 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.
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