PROSPECTUS
SUPPLEMENT NO. 6
Filed
Pursuant to Rule 424(b)(3)
Registration
File No. 333-123008
OXIS
INTERNATIONAL
PROSPECTUS
SUPPLEMENT NO. 5 DATED September 21, 2006
TO
THE
PROSPECTUS DATED APRIL 12, 2006
This
Prospectus Supplement No. 6 supplements our Prospectus dated April 12, 2006
with the following attached documents:
A. Form
8-K
Current Report dated September 21, 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 Any information that is modified or superseded in the prospectus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superseded by this Prospectus Supplement.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. 5 should be read in conjunction with Prospectus
Supplement No. 1, Prospectus Supplement No. 2, Prospectus Supplement No. 3,
Prospectus Supplement No. 4, Prospectus Supplement No. 5 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 September 21, 2006.
INDEX
TO
FILINGS
|
|
|
|
|
Annex
|
Form
8-K Current Report of the registrant filed with the Securities and
Exchange Commission on September 21, 2006
|
|
A
|
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):
09/15/2006
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
DE
|
|
94-1620407
|
(State
or Other Jurisdiction of
|
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
|
Identification
No.)
|
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
2.04. Triggering Events That Accelerate or Increase a
Direct Financial Obligation.
In
connection with the termination of
Steven T. Guillen as the President and Chief Executive as disclosed below
in
Item 5.02, certain financial obligations under Mr. Guillen’s employment
agreement are triggered. Pursuant to the employment agreement dated February
25,
2005 with Mr. Guillen, his termination triggers severance obligations of
$250,000 to be paid in monthly installments over a one year period from
the
termination date, back salary in the amount of approximately $75,000, continued
coverage under OXIS’ medical and health plan in accordance with COBRA rules and
regulations, and reimbursement of all business expenses incurred until
the date
of termination accompanied by normal and customary documentation. The severance
payment and continued medical and health plan coverage payments are contingent
upon Mr. Guillen’s executive of a waiver and release of all claims against the
corporation.
Item
5.02. Departure of Directors or Principal Officers;
Appointment of Principal Officers.
(b) |
Departure
of Principal Officer
|
Steven
T. Guillen’s employment as
President and Chief Executive Officer of OXIS International, Inc. (“OXIS”) was
terminated on September 15, 2006. Steven Guillen will remain a member of
the board of directors of OXIS.
(c) |
Appointment
of Principal Officer
|
On
September 15, 2006 the board of
directors of OXIS appointed Marvin S. Hausman, M.D. as President and Chief
Executive Officer of OXIS. Dr. Hausman will remain the Chairman of the
board of
directors. The terms of Dr. Hausman’s employment with OXIS as President and
Chief Executive Officer are currently under negotiation.
On
November 17, 2005, OXIS entered into
a Consulting Agreement with NW Medical Research Partners, Inc. Marvin Hausman,
M.D., is the Principal of NW Medical Research Partners. Pursuant to the
Consulting Agreement Marvin Hausman has provided certain consulting services
pertaining to licensing of intellectual property, development of potential
products and financing activities. Dr. Hausman has been paid approximately
$28,000 pursuant to the Consulting Agreement for compensation and expenses
and
is currently owed $56,000 for his services, including out of pocket expenses.
Dr. Hausman was also compensated with the grant of a stock option to purchase
108,000 shares of OXIS common stock at an exercise price of $0.37 per share,
with 9,000 options vesting each month over the term of the agreement. It
is
expected that the Consulting Agreement with Dr. Hausman will be terminated
upon
his signing of an employment agreement with OXIS.
On
September 21, 2006, OXIS
International issued a press release announcing the termination of Steven
T.
Guillen and the appointment of Marvin S. Hausman, M.D. A copy of the press
release is attached as Exhibit 99.1 under Item 9.01 of this Report.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits
99.1 Press
Release dated September 21, 2006 entitled “OXIS International Appoints Marvin S.
Hausman, M.D. President and Chief Executive Officer”
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.
|
|
|
|
OXIS
International, Inc. |
|
|
|
Date:
September 21, 2006 |
By: |
/s/ Michael
D. Centron |
|
Michael
D. Centron |
|
Title:
Chief
Financial Officer |
Exhibit
99.1
OXIS
INTERNATIONAL APPOINTS MARVIN S. HAUSMAN M.D.
PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Foster
City, CA (September 21, 2006) - OXIS International, Inc. (OTCBB: OXIS.OB)
(Nouveau Marché: OXIS) (FWB: OXI) announced today that Steve
T.
Guillen's employment as the President and Chief Executive Officer of OXIS
was
terminated on September 15, 2006.
Mr.
Guillen will continue to serve on the company’s Board of Directors. The Board of
Directors of OXIS has appointed Dr. Marvin S. Hausman to succeed Mr. Guillen.
Dr. Hausman will maintain his current position as Chairman of the
Board.
John
Repine M.D., OXIS Board member and CEO of Webb-Waring Institute, Denver,
Colorado, a leading antioxidant research center, stated “Because of his
extensive experience, creative insights and numerous contacts in medical
diagnostics and therapeutics, Dr. Hausman brings a visionary leadership
to OXIS.
He has the comprehensive scientific, marketing and business skills needed
to
integrate and energetically advance OXIS’s diagnostic and therapeutic
portfolios.”
Dr.
Hausman is a highly respected physician-scientist and graduate of New York
University School of Medicine. He is a Board Certified Urological Surgeon
who
trained at the UCLA School of Medicine and was a practicing physician for
more
than 25 years. Dr. Hausman has gained over 30 years of experience in the
research and development of pharmaceutical therapeutic and diagnostic products.
He has assisted in the successful research, development and launch of marketed
pharmaceutical products for many companies, including Bristol Myers
International, Mead Johnson Pharmaceutical Company, Baxter-Travenol and
E. R.
Squibb. In addition he co-founded Medco Research, Inc, a NYSE biopharmaceutical
company acquired by King Pharmaceuticals as well as Axonyx, Inc, (AXYX),
a
NASDAQ listed company specializing in the development of central nervous
system
drugs, who on June 8th,
2006
announced a merger with Torrey Pines Therapeutics Inc. Dr. Hausman is a
Principal of Northwest Medical Research, Inc., a company dedicated to the
discovery of drugs, neutraceuticals and diagnostic agents that have applications
in promoting the well-being of humans and animals. Northwest Medical Research
is
currently involved in an international collaboration on the development
of a
rapid sensitive diagnostic assay to track Avian Influenza infections as
well as
the development of bioactive anti-inflammatory products from exotic
mushrooms.
About
OXIS and BioCheck:
OXIS
International, Inc. develops technologies and products to research, diagnose,
treat and prevent diseases of oxidative stress associated with damage from
free
radical and reactive oxygen species. The company holds the rights to three
therapeutic classes of compounds in the area of oxidative stress, and has
focused commercialization programs in clinical cardiovascular markers,
including
MPO (myeloperoxidase) and GPx (glutathione peroxidase), as well as a highly
potent antioxidant, Ergothioneine, that may be sold over-the-counter (OTC)
as a
dietary supplement. OXIS has acquired a 51% interest in and has the option
to
purchase the remaining 49% of BioCheck, Inc..
BioCheck,
Inc. is a leading provider of high quality enzyme immunoassay research
services
and products including immunoassay kits for cardiac and tumor markers,
infectious diseases, thyroid function, steroids, and fertility hormones.
The
company operates a 15,000 square-foot, U.S. Food and Drug Administration
(FDA)
certified cGMP, and ISO device-manufacturing facility in Foster City,
California. BioCheck has advanced developmental programs on two promising
cancer
biomarkers, related to the Id-gene, and the HMGA2 gene. Id proteins play
a
significant role in the process of tumor related angiogenesis and other
functions related to blood vessel formation. The HMGA2 gene has been implicated
in aggressive forms of breast cancer.
More
information about OXIS, BioCheck and its products, services as well as
current
SEC filings may be obtained by visiting http://www.oxis.com,
http://www.oxisresearch.com
and
http://www.biocheckinc.com.
*
*
*
The
statements in this press release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including,
without limitation, statements regarding our expectations, objectives,
anticipations, plans, hopes, beliefs, intentions or strategies regarding
the
future. Forward-looking
statements in this release include statements regarding: (i) that
Dr. Hausman will bring visionary leadership to OXIS and (ii) that Dr. Hausman
will be able to integrate and energetically advance OXIS’s diagnostic and
therapeutic portfolios based on his comprehensive scientific, marketing
and
business skills. Factors
that could cause actual results to differ materially from the forward-looking
statements include risks and uncertainties such as the
inability of OXIS to close a financing transaction to maintain its operations
and repay its debt; the acquisition of the remaining 49% of the BioCheck
shares
by OXIS not closing due to, among other reasons, the inability of OXIS
to close
a financing transaction; the risks inherent in integrating an acquired
business;
risks inherent in owning a majority interest in a company; unforeseen
difficulties in achieving synergies following an acquisition; unforeseen
difficulties related to the company’s oxidative stress and other diagnostic
products; the development by the company’s competitors of new competing
products; the ability to integrate and advance OXIS’s diagnostic and therapeutic
portfolios, and other risks indicated in the company’s filings with the
Securities and Exchange Commission. It is important to note that actual
outcomes
could differ materially from those in such forward-looking statements.
Readers
should also refer to the documents filed by the company with the Securities
and
Exchange Commission, specifically the company’s annual report on Form 10-KSB
filed with the Securities and Exchange Commission on March 31, 2006 and
the
company's quarterly reports on Form 10-QSB filed thereafter.