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): 6/6/2008
(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
8.01 Other
Events
On June 6, 2008, OXIS International,
Inc. (“OXIS”) received a Notification of Disposition of Collateral dated June 5,
2008 from Bristol Investment Fund, Ltd. (“Bristol”) in which Bristol
communicated its intention to sell all or some of the “Pledged Securities” as
that term is referred to in the Security Agreement dated October 25, 2006
entered into between OXIS, Bristol and three other holders (“Debenture Holders”)
of certain Secured Convertible Debentures (“Debentures”) due October 25, 2008 in
an aggregate principal amount of $1,694,250. Bristol holds a
Debenture in the principal amount of $502,000. Apparently Bristol is acting as the agent for all
Debenture Holders in pursuing the sale of collateral. The
Pledged Securities referenced in the Security Agreement include the capital stock and other equity interests owned,
directly or indirectly, by OXIS, specifically its equity interests in its
subsidiaries, including its 53% interest in BioCheck, Inc. Bristol’s
Notification indicates that the sale of these equity interests will be sold to
the highest qualified bidder in public on Thursday, June 19, 2008 at 10:00 a.m.
at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP in New
York, New York. Nonetheless, OXIS and the Debenture Holders have
continued their negotiations for a forbearance and OXIS is continuing the
process of selling assets to repay amounts owed under the
Debentures.
Beginning on February 1, 2007, OXIS was
required to amortize the Debenture in equal installments on a monthly basis
resulting in a complete repayment by the maturity date. OXIS has not
made the required monthly cash redemption amounts and as of June 1, 2008 was
seventeen months behind on these payments. Pursuant to the provisions
of the Debentures, such non-payment is an event of default. Upon an
event of default, each Debenture Holder has the right to accelerate the cash
repayment of the Mandatory Default Amount, which is the greater of: (1) 130% of
the outstanding principal amount of the debenture or (2) the outstanding
principal amount of the debenture, divided by the conversion price (currently
$0.35) on the date the Mandatory Default Amount is either demanded or paid in
full, whichever has a higher volume weighted average price, and all other
amounts, costs, expenses and liquidated damages due in respect of the
debenture. Penalty interest accrues on any unpaid balance at an
interest rate equal to the lesser of 18% per annum or the maximum rate permitted
by applicable law until such amount is paid in full.
Previously, on April 9, 2008 and April
28, 2008, Bristol sent demand letters to OXIS stating that OXIS was in default
under the Debentures due to lack of payment of required monthly principal
installment payments starting in February 1, 2007. At the time of the
April 9, 2008 letter, OXIS and Bristol were in active negotiations on a proposed
financing transaction which would provide OXIS an opportunity to resolve the
existing default under the Debentures. The proposed financing
transaction was not accepted by all Debenture Holders and therefore was not
executed. In the April 28, 2008 letter, Bristol demanded that OXIS
provide them with a definitive plan of action to resolve the existing default
within three business days. Bristol has not made any specific demands
for other costs, expenses or liquidated damages to date. On May 30,
Cranshire Capital, LP (“Cranshire”), another Debenture Holder, sent a letter to
OXIS stating that OXIS was in default on the Debentures and that Cranshire
intended to seek all potential remedies. Cranshire holds a Debenture
in the principal amount of $313,750. In response to the default
letters received from Bristol and Cranshire, OXIS management had communicated
its plan to pay all amounts due under the terms of the Debentures upon the sale
of its 53% interest in BioCheck, Inc. and its research assay business prior to
the maturity date of the Debentures on October 25, 2008 and referenced four
non-binding letters of intent that it has received from potential
purchasers. The indications of value
contained in the letters of intent would provide, if closed, funds sufficient to
pay off the Debenture Holders and additionally provide cash resources to support
a business plan based on its neutraceutical and therapeutic assets. OXIS has been in active
negotiations with the Debenture Holders aimed at resolving the existing default
under the Debentures and avoiding the foreclosure sale.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
10.1 Notification
of Disposition of Collateral dated June 5, 2008.
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:
June 13, 2008
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By:
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/s/ Marvin
S. Hausman |
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Marvin
S. Hausman |
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CEO
and Chairman |
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