Exhibit 99.1
OXIS International, Inc.
323
Vintage Park Drive, Suite B, Foster City,
California 94404
June 16,
2008
To 2006
Debenture Holders:
Alpha
Capital Anstalt
Bristol
Investment Fund, Ltd.
Cranshire
Capital, LP
Whalehaven
Capital Fund Limited
On behalf
of our Board of Directors and in the best interests of our shareholders, debt
holders, employees, customers and suppliers, I am requesting that each of you
move immediately to retract your Notice of Deposition of Collateral dated June
5, 2008.
Our
request is based on the simple fact that the management of Oxis International,
Inc. (OXIS) combined with our investment banker, Burrill & Co. is better
equipped and motivated to sell the BioCheck shares owned by Oxis and our
research assay business (“Diagnostic Businesses”) in a manner that maximizes
value so that we can: a) repay funds owed to you, and b) provide capital to fund
a new growth strategy based on our neutraceutical and therapeutic
assets.
You have
been aware of our strategy to repay you in full for a number of months as the
sale of our Diagnostic Businesses has progressed on a normal schedule for this
type of transaction with strong potential interest by prospective buyers.
Burrill & Co., a leading life science investment banking and investment
firm, was engaged last fall and has acted very ably as our investment banker for
this project.
Early in
the morning of Thursday June 5, 2008 we informed you of our positive progress
towards the completion of the sale of the Diagnostics Businesses as now reported
in our 8-K filed last Friday. Furthermore, one of our Directors met with the
debenture holder contact at Alpha Capital Anstalt in New York to discuss a
restructuring of the 2006 Debentures. However, to our amazement, Bristol
Investments, collateral agent for the four investors, sent a notice of
foreclosure the very same day it received the report on our favorable
progress. We consider this timing particularly curious, and are
baffled as to why you chose to interfere with our sale process after receiving
the positive news.
Management
and the Board of Directors of Oxis maintain that a foreclosure on the BioCheck
stock that Oxis owns could significantly reduce its value in a sale, and also
destroy our ability to obtain interim financing critical to continuing our
operations. Should this happen, it would be harmful to shareholder
value.
Thus, we
reiterate our request that foreclosure efforts be cancelled and that Oxis
Management be allowed to complete the sale of our Diagnostic Businesses to
maximize the value of its sale to the Company and to continue our
business.
As we
have stated many times, we also remain amenable to restructuring the Debentures
and will continue this dialog with you. However this process has
become very challenging to complete since your collateral agent has said that
you require us to negotiate separately with each individual fund. Moreover, the
Debenture Holder requests on terms and conditions for a restructuring are
unclear and keep changing. Restructuring under these conditions will be very
time consuming, and thus may not be possible to complete in the few remaining
days before the June 19 date indicated on the Notice of Disposition of
Collateral. This time constraint is an additional reason why the Notice of
Disposition of Collateral should be cancelled, or at least delayed until we can
reach an agreement on the restructuring. We also request that one of the four
Debenture holders act as a coordinator for negotiations, while recognizing that
each holder has to make its own decision on any restructuring.
We remain
interested in working with you to the benefit of all Oxis shareholders and look
forward to hearing from you.
Sincerely,
/s/
Marvin S. Hausman
Marvin S.
Hausman, MD
CEO and
Chairman