UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 18,
2008
(Exact
name of registrant as specified in charter)
|
DE
|
0-8092
|
94-1620407
|
|
(State
or Other Jurisdiction of
|
(Commission
File
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Number)
|
Identification
No.)
|
323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (650) 212-2568
With a
copy to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th
Floor
New York,
New York 10005
T:
516.833.5034
F:
516.977.1209
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 (see General Instructions A.2. below):
/_/
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 (17 CFR
240.14a-12)
/_/
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
/_/
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Previous
independent registered public accounting firm
On August
18, 2008 (the “Resignation Date”), Williams & Webster, P.S. (the “Former
Auditor”) advised Oxis International, Inc. (the “Company”) that it was resigning
as the Company’s independent registered public accounting
firm. Except as noted in the paragraph immediately below, the reports
of the Former Auditor on the Company’s consolidated financial statements for the
year ended December 31, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion, and such reports were not qualified or modified as to
uncertainty, except for the uncertainty of going concern,, audit scope, or
accounting principle.
The
reports of the Former Auditor on the Company’s consolidated financial statements
as of and for the years ended December 31, 2007 and 2006, contained an
explanatory paragraph which noted that there was substantial doubt as to the
Company’s ability to continue as a going concern as the Company had significant
and ongoing operating losses as of December 31, 2007 and 2006.
During
the years ended December 31, 2007 and 2006, and through the Resignation Date,
the Company has not had any disagreements with the Former Auditor on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the Former
Auditor’s satisfaction, would have caused them to make reference thereto in
their reports on the Company’s consolidated financial statements for such
years.
During
the years ended December 31, 2007 and 2006, and through the Resignation Date,
there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has requested that Former Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of this letter is attached hereto to this Form 8K
as Exhibit 16.1.
New
independent registered public accounting firm
On
November 17, 2008 (the “Engagement Date”), the Company engaged Seligson &
Gianattasio, LLP (“New Auditor”) as its independent registered public accounting
firm for the Company’s fiscal year ended December 31, 2008. The
decision to engage the New Auditor as the Company’s independent registered
public accounting firm was approved by the Company’s Board of
Directors.
During
the two most recent fiscal years and through the Engagement Date, the Company
has not consulted with the New Auditor regarding either:
|
1.
|
application
of accounting principles to any specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and neither a written report was provided
to the Company nor oral advice was provided that the New Auditor concluded
was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue;
or
|
|
2.
|
any
matter that was either the subject of a disagreement (as defined in
Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or
reportable event (as defined in Regulation S-K, Item
304(a)(1)(v)).
|
Item
9.01 Financial Statements and Exhibits
|
(a)
|
Financial
statements of businesses acquired.
|
Not
applicable
|
(b)
|
Pro
forma financial information.
|
Not
applicable
(c) Shell
company transactions.
Not
applicable
(d)
Exhibits
|
Exhibit
No.
|
Description
of Exhibit
|
|
16.1
|
Letter
from Williams & Webster, P.S.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
OXIS
INTERNATIONAL INC. |
|
| |
|
|
|
|
|
By:
|
/s/ Maurice
Spitz |
|
| |
|
Name:
Maurice Spitz |
|
| |
|
Title:
President and Acting CEO |
|
| |
|
|
|
Date: December 8,
2008
