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):
10/12/2006
(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
1.02. Termination
of a Material Definitive Agreement.
On
October 12, 2006, OXIS International, Inc. (“OXIS”) mutually agreed with Gary M.
Post to terminate the Engagement Letter with Ambient Advisors LLC, effective
October 15, 2006. OXIS and Ambient Advisors intend to replace the Engagement
Letter with a new consulting agreement. Gary M. Post, a member of the board
of
directors, is the manager of Ambient Advisors LLC. Under the terms of the
Engagement Letter dated May 12, 2006, Ambient Advisors provided certain
services
pertaining to strategic planning, investor communications and financing
strategies at the request of the Chief Executive Officer of OXIS for a
one year
period in return for monthly compensation in the amount of $5,000. As part
of
the compensation under the Engagement Letter, on May 12, 2006, 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.
Upon the agreed termination of the Engagement Letter, OXIS accelerated
vesting
of the warrant to be fully vested effective October 15, 2006. The terms
of the
new agreement are under negotiation.
On
October 12, 2006, OXIS mutually agreed with Marvin S. Hausman, M.D. to
terminate
the consulting agreement with NW Medical Research Partners, of which Dr.
Hausman
is the sole member and manager, effective October 15, 2006. Pursuant to
the
consulting agreement dated October 1, 2005, Dr. Hausman provided certain
services pertaining to licensing of intellectual property, development
of
potential products, financing activities and other issues at the request
of the
Chief Executive Officer of OXIS. In conjunction with the termination of
the
consulting agreement, the board of directors approved the issuance of 330,769
shares of restricted common stock to Dr. Hausman in lieu of cash payment
of
$67,477 in fees and expenses due under the consulting agreement to the
date of
termination. Dr. Hausman was appointed the President and Chief Executive
Officer
on September 15, 2006 and remains 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.
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:
October 16, 2006 |
By: |
/s/ MICHAEL
D. CENTRON |
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Michael
D. Centron |
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Title:
Vice
President and Chief Financial
Officer |
