UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event
Reported): 5/12/2006
OXIS
International, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
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DE
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94-1620407
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of Principal Executive Offices, Including Zip Code)
650
212-2568
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act(17CFR240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17CFR240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17CFR240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
May
12, 2006, OXIS International, Inc. (“OXIS”) entered into an Engagement Letter
with Ambient Advisors LLC. Gary M. Post, a member of the board of directors,
is
the manager of Ambient Advisors LLC.
Pursuant
to the Engagement Letter, Ambient Advisors will provide certain services
pertaining to strategic planning, investor communications and financing
strategies or other projects at the request of the Chief Executive Officer
of
OXIS for a one year period, thereafter on a month to month basis. Ambient
Advisors will receive monthly compensation in the amount of $5,000. As part
of
the compensation under the Engagement Letter, OXIS granted Ambient Advisors
a
ten year common stock purchase warrant to purchase 108,000 shares of OXIS common
stock at an exercise price of $0.39 per share, with 9,000 warrant shares
becoming exercisable each month over the term of the agreement.
The
foregoing summary of the material terms of the Engagement Letter is qualified
in
its entirety by the text of the Engagement Letter attached as Exhibit 10.1
to
this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
10.1 Engagement
Letter between OXIS International, Inc. and Ambient Advisors, LLC dated May
12,
2006.
Signature(s)
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 hereunto duly authorized.
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OXIS
International, Inc. |
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| Date: May
31,
2006 |
By: |
/s/ Michael
D. Centron |
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Michael
D. Centron |
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Vice
President and Chief Financial Officer |