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): 9/13/2007
(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))
Items
to
be Included in this Report
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c) Appointment
of Principal Officers
On
September 24, 2007 the board of directors of OXIS International, Inc. appointed
Gary M. Post as the Chief Operating Officer of OXIS International, effective
immediately.
Mr.
Post
has served as a director of OXIS since March 15, 2006 and, through an advisory
agreement, has effectively served part-time as acting chief operating officer
of
OXIS. Since 1999 Mr. Post has been the Managing Director and
Investment Principal of Ambient Advisors, LLC. Ambient Advisors primarily
invests its own and its partners’ capital in private and public companies with a
particular interest in the health care and life sciences sector and certain
other special situations. Ambient Advisors also actively advises these
companies, sometimes taking interim management roles. In his capacity as
Managing Director at Ambient Advisors, Mr. Post has acted as an interim Chief
Executive Officer in two private early to mid stage companies that Ambient
had
invested in, Opticon Medical, Inc., a medical device company and OccMeds Billing
Services, Inc., a worker’s compensation pharmacy payment processing company. Mr.
Post also served as a President and CEO of VoIP, Inc., a leading provider of
Voice over Internet Protocol (VoIP) communications solutions for service
providers, resellers and consumers during 2006 and continues as a member of
the
VoIP, Inc. Board of Directors. Mr. Post holds a MBA from the U.C.L.A. Graduate
School of Management and an A.B. in Economics from Stanford
University.
On
May
12, 2006, OXIS entered into an engagement letter with Ambient Advisors
LLC. Gary M. Post is the Managing Director and Investment Principal
of Ambient Advisors. Ambient Advisors provided certain services
pertaining to strategic planning, investor communications and financing
strategies and other projects at the request of our chief executive officer
for
a one year period in return for monthly compensation of $5,000. Under
the agreement, Ambient Advisors was issued a ten year warrant to purchase
108,000 shares of our common stock at an exercise price of $0.39 per share,
with
9,000 shares becoming exercisable each month over the term of the
agreement. On October 12, 2006, OXIS mutually agreed with Gary M.
Post to terminate the engagement letter with Ambient Advisors LLC, effective
October 15, 2006, replace it with a new consulting agreement and accelerate
the
vesting of the warrant to be fully vested effective October 15,
2006.
On
November 6, 2006, OXIS entered into an advisory agreement with Ambient Advisors
that commenced retroactively on October 15, 2006. Gary Post, on
behalf of Ambient Advisors, has provided certain services to OXIS pertaining
to
operations, strategic planning, financial planning and budgeting, investor
relations, corporate finance and such additional roles and responsibilities
as
requested for a three year period beginning October 15, 2006. The
terms of this advisory agreement are detailed in the Form 8-K filed by OXIS
on
November 13, 2006. It is expected that Mr. Post will continue to be
compensated pursuant to the Ambient Advisors advisory agreement after his
appointment as Chief Operating Officer and will not be entering into an
employment agreement with regard to that appointment.
Item
8.01. Other
Events.
On
September 13, 2007, the lawsuit
initiated by Applied Genetics Incorporated Dermatics (“AGI”) against OXIS on or
about April 13, 2007 was dismissed without prejudice by agreement of both
parties. The original complaint by AGI alleged that certain actions
taken by OXIS to protect and enforce its patents have caused damage to AGI,
and
asserted claims of unfair competition, tortuous interference with prospective
economic advantage and contractual relations. The complaint also
challenged the validity of one of OXIS’ patents. OXIS subsequently
counterclaimed alleging that AGI’s production, use and sale of L-ergothioneine
infringes certain patents held by OXIS. The parties have agreed to
pursue mediation on the dispute, and subsequently arbitration if mediation
proves unsuccessful.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
None.
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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Dated
September
27, 2007
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By:
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/s/
Marvin S. Hausman, M.D. |
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Marvin
S. Hausman, M.D. |
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President
&
CEO |
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