PROSPECTUS
SUPPLEMENT NO. 2
Filed
Pursuant to Rule 424(b)(3)
Registration
File No. 333-123008
PROSPECTUS
SUPPLEMENT NO. 2 DATED May 31, 2006
TO
THE
PROSPECTUS DATED APRIL 12, 2006
This
Prospectus Supplement No. 2 supplements our Prospectus dated April 12, 2006
with the following attached documents:
A. Form
8-K
Current Report dated May 31, 2006
The
attached information modifies and supersedes, in part, the information in the
prospectus. Any information that is modified or superseded in the prospectus
shall not be deemed to constitute a part of the Prospectus except as modified
or
superseded by this Prospectus Supplement.
This
Prospectus Supplement No. 2 should be read in conjunction with Prospectus No.
1
and the Prospectus, each of which are required to be delivered with this
Prospectus Supplement.
INVESTING
IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE
“RISK
FACTORS” BEGINNING ON PAGE 4 OF THE PROSPECTUS, AS
SUPPLEMENTED
BY THIS PROSPECTUS SUPPLEMENT.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES
OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS
TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL
OFFENSE.
The
date
of this prospectus supplement is May 31, 2006.
INDEX
TO
FILINGS
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Annex
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Form
8-K Current Report of the registrant filed with the Securities and
Exchange Commission on May 31, 2006
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A
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Annex
A
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
(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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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 |
Exhibit
10.1
Ambient
Advisors, LLC
100
North Crescent Drive
Suite
305
Beverly
Hills, CA 90210
Tel
310-432-1750
Fax
310-432-1755
May
12,
2006
Mr.
Steven T. Guillen
OXIS
INTERNATIONAL, INC.
323
Vintage Park Drive, Suite B
Foster
City, CA 94404
Dear
Steve:
This
letter (the “Agreement”) will confirm our understanding that OXIS INTERNATIONAL,
INC. (“OXIS”) has engaged Ambient Advisors, LLC (the "Advisor") to act as a
financial and business advisor with respect to the services described in
Section
1 of this Agreement.
Section
1. Services
to be Rendered.
The
Advisor shall report to the CEO in providing advisory services in the following
main areas:
| a) |
Assisting
the CEO in developing and monitoring a strategic assessment and planning
process,
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| b) |
Participating
in the development and execution of a investor relations/communications
programs including, but not limited to: assisting in developing investor
presentations, planning and executing a press release strategy and
reviewing and commenting on individual press releases,
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| c) |
Assisting
in developing relationships with potential new investors,
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| d) |
Assisting
in managing relationships with current key
investors,
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| e) |
Advising
on financing strategies, including approaches, terms and conditions,
and
timing,
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| f) |
Advising
on retention of investment banking firm(s) and assisting in managing
these
relationships,
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| g) |
Providing
other general advice related to the above matters as may reasonably
be
requested.
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OXIS
and
the Advisor may mutually agree on additional roles that the Advisor may perform
outside the scope of this engagement, pursuant to separate agreement(s)
regarding the Advisor, roles, responsibilities and compensation for these
activities.
Section
2. Compensation.
In
consideration of the Advisor's services to be provided hereunder, the Advisor
shall receive cash compensation of $5,000 per month, payable in advance,
and a
warrant to purchase 108,000 shares of common stock vesting at the rate of
9,000
per month over the initial engagement term of 12 months. The warrant shall
have
a strike price of $0.39 and shall be exercisable for a period of ten years
from
the date of issue. The warrants shall contain a cashless exercise option
and
other wise shall have terms and features customary for these types of
securities.
Section
3. The
Advisor's Expenses.
The
Company will reimburse the Advisor for all reasonable out-of-pocket expenses
incurred by the Advisor in connection with the furnishing of services under
this
Agreement. This provision is not intended to include office supplies, but
may
include, but is not limited to, long distance phone charges and travel expenses.
All travel billed to the Company shall be pre-approved by the CEO of the
Company.
Section
4. Term
of Engagement.
This
Agreement shall for a period of 12 months from the date hereof and continue
month-to-month thereafter at the same compensation until either party gives
30
days notice to the other. However, this agreement may be terminated by OXIS
after six months if OXIS can demonstrate that Advisor has failed to reasonably
provide the services that are the subject of this agreement. Upon termination
the Advisors will be paid any unpaid compensation or expenses as per Sections
2
and 3 herein. Upon any termination of this Agreement for any reason, the
Advisor
shall deliver to Oxis within 10 days from the effective date of termination
of
this Agreement:
| a) |
Any
property of Company (including any tangible expression of the Company’s
Confidential Information (as defined below) in the possession or control
of the Advisor; and
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All
work products, whether finished or unfinished, prepared or produced
by the
Advisor for the benefit of Company under this
Agreement.
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Section
5. Confidentiality.
By
acceptance hereof, the Advisor expressly acknowledges that the list of OXIS’s
customers, its trade secrets, know-how, data, marketing techniques, trademark
and other confidential information pertaining to the operations and business
affairs of OXIS (the “Confidential Information”) are valuable, special and
unique assets of OXIS. The Advisor agrees that it shall not disclose any
Confidential Information to any person, firm, corporation, association or
other
entity, for any reason or purpose whatsoever and that disclosure of Confidential
Information would cause irreparable injury to OXIS.
For
the
purposes of this Agreement, Confidential Information shall not include
information that (i) is or becomes generally available to the public other
than
as a result of a breach of this Agreement, (ii) was known to the receiving
party
prior to its disclosure hereunder, (iii) becomes known or available to the
receiving party on a non-confidential basis and not in contravention of
applicable law from a source (other than a party hereunder) which represents
that it is entitled to disclosure such Confidential Information, or (iv)
is
required to be disclosed by operation of law.
Notwithstanding
the foregoing, if required pursuant to judicial or administrative subpoena
or
process or other legal obligation to disclose any Confidential Information,
the
Advisor may make such disclosure only to the extent required, in the opinion
of
counsel for the Advisor, to comply with such subpoena process or other
obligation. The Advisor shall, as promptly as possible and in any event prior
to
the making of such disclosure, notify the Company of any such subpoena, process
or obligation and shall cooperate with the Company in seeking a protective
order
or other means of protecting the confidentiality of the Confidential
Information.
Section
6. Cooperation.
OXIS
shall furnish the Advisor with all information, data or documents that the
Advisor shall reasonably deem appropriate in connection with its activities
hereunder and shall provide the Advisor full access to OXIS's officers,
employees and professional advisors. OXIS represents and warrants that all
such
information, data and documents shall be complete and correct in all material
respects and shall not contain any untrue statement of a material fact or
omit
to state a material fact necessary in order to make the statements therein
not
misleading. OXIS recognizes and confirms that the Advisor does not assume
responsibility for the accuracy or completeness of any such information,
data or
documents. OXIS agrees to inform the Advisor if any such information, data
or
documents becomes inaccurate, misleading or incomplete in any respect during
the
term of this engagement. The Advisor shall be entitled to rely on the accuracy
and completeness of such information, data and documents, and the Advisor
shall
not be required to make an independent verification thereof.
Section
7. Notices.
All
notices and other communications which are required or permitted hereunder
shall
be in writing and shall be delivered personally or sent by air courier (e.g.,
Federal Express) or first class certified or registered mail, postage prepaid,
return receipt requested to the following address:
If
to
the Advisor: If
to
the Company:
Gary
M.
Post Steven
T.
Guillen
Ambient
Advisors, LLC President
& CEO
100
North
Crescent Drive Oxis
International, Inc.
Suite
305 323
Vintage Park Drive Suite B
Beverly
Hills, CA 90210 Foster
City, CA 94404
Either
party may designate any other address to which notice shall be given, by
giving
written notice to the other of such change of address in the manner herein
provided.
Section
8. Governing
Law.
This
Agreement has been made in the State of California and shall be construed
and
governed in accordance with the laws thereof.
Section
9. Entire
Agreement.
This
agreement contains the entire Agreement between the parties with respect
to the
rendering of the services described herein and may not be altered or modified,
except in writing and signed by the party to be charged thereby and supersedes
any and all previous Agreements between the parties with respect to the
services.
Section
10. Severability.
If any
provision of this Agreement, or part thereof, is held to be unenforceable,
the
remainder of such provision of this Agreement, as the case may be, shall
nevertheless remain in full force and effect.
Section
11. Assignment.
This
agreement may not be assigned by either of the parties hereto without the
prior
written consent of the other party, provided,
however,
that
such prior written consent will not be necessary in the instance where the
Company is merged with and into another entity or the transfer occurs in
connection with sale of substantially all of the Company’s assets.
Section
12. Execution
in Counterparts.
This
agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original agreement, but all of which together shall
constitute one and the same instrument.
Section
13. Headings,
Interpretation of Syntax.
The
headings contained in this Agreement are for reference purposes only and
shall
not affect the meaning or interpretation of this Agreement. All references
made
and pronouns used herein shall be construed in the singular or plural, and
in
such gender, as the sense and circumstances
Section
14. Third
Party Beneficiaries.
This
Agreement is intended solely for the benefit of the parties hereto and, with
the
exception of the rights and benefits conferred upon the Indemnified Parties
by
Section 6 of this Agreement, shall not be deemed or interpreted to confer
any
rights upon any third parties, including without limitation OXIS's
shareholders.
Section
15. References
to the Advisor or the Engagement.
OXIS
hereby agrees that the terms of this Agreement, as well as the fact that
the
Advisor has been engaged hereunder, shall not be publicly disclosed without
the
Advisor’s prior written consent. Furthermore, OXIS shall provide drafts of any
such press releases or other public communications referencing the Advisor
or
the engagement to the Advisor for its review and written approval a reasonable
time in advance of any planned dissemination thereof.
If
the
foregoing terms meet with your approval, please indicate your acceptance
by
signing and returning the attached copy of this letter to us.
Very
truly yours,
Ambient
Advisors, LLC
By: /s/
Gary M. Post
Gary
M.
Post, Manager
AGREED
TO
AND ACCEPTED:
OXIS
INTERNATIONAL, INC.
By: /s/
Steven Guillen
Steven
Guillen
President
and CEO
