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OXGN > SEC Filings for OXGN > Form 8-K on 14-Feb-2014All Recent SEC Filings

Show all filings for OXIGENE INC

Form 8-K for OXIGENE INC


14-Feb-2014

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement

On February 12, 2014, OXiGENE, Inc., a Delaware corporation ("OXiGENE"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors, pursuant to which OXiGENE agreed to sell, in a registered public offering, an aggregate of approximately $12 million of units, at a price per unit of $2.05. Each unit consists of one share of common stock and 0.5 of a warrant to purchase a share of OXiGENE common stock. The warrants have an exercise price of $2.75 per share, shall be exercisable immediately and will expire five years from the date of issuance. The closing of the offering is expected to occur on or about February 18, 2014, subject to satisfaction of customary closing conditions set forth in the Purchase Agreement. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

OXiGENE entered into a letter agreement with H.C. Wainwright & Co., LLC (the "Placement Agent"), dated February 11, 2014, pursuant to which the Placement Agent agreed to serve as the agent for OXiGENE in connection with the Offering. OXiGENE agreed to pay the Placement Agent a cash placement fee equal to 7% of the aggregate purchase price for the securities sold in the Offering, plus a non-accountable expense allowance equal to 1% of the gross proceeds of all securities sold in the Offering, not to exceed $50,000. The Placement Agent will also receive warrants equal to 5% of the aggregate number of shares sold in the Offering, at an exercise price of $2.56 per share.

The foregoing descriptions of the Purchase Agreement, the warrants, and the letter agreement with the Placement Agent are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 10.1, 4.1, 4.2 and 1.1, respectively, which are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                    Description

 1.1         Letter agreement dated as of February 11, 2014, by and between
             OXiGENE, Inc. and H.C. Wainwright & Co., LLC.

 4.1         Form of Common Stock Purchase Warrant.

 4.2         Form of Placement Agent Purchase Warrant.

10.1         Form of Securities Purchase Agreement dated as of February 12, 2014,
             by and among OXiGENE, Inc. and the purchasers signatory thereto.


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