PROSPECTUS
SUPPLEMENT NO. 7
Filed
Pursuant to Rule 424(b)(3)
Registration
File No. 333-123008
OXIS
INTERNATIONAL
PROSPECTUS
SUPPLEMENT NO. 7 DATED OCTOBER 16, 2006
TO
THE
PROSPECTUS DATED APRIL 12, 2006
This
Prospectus Supplement No. 7 supplements our Prospectus dated April 12, 2006
with the following attached documents:
A. Form
8-K
Current Report dated October 16, 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 Any information that is modified or superseded in the prospectus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superseded by this Prospectus Supplement.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. 7 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, Prospectus Supplement
No. 6 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 October 16, 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 October 16, 2006
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A
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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
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 |