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): December 4,
2008
(Exact
name of registrant as specified in charter)
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DE
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0-8092
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94-1620407
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(State
or Other Jurisdiction of
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(Commission
File
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(I.R.S.
Employer
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Incorporation
or Organization)
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Number)
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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) (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))
Item
1.01 Entry into a Material Definitive Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
On
December 4, 2008, Oxis International, Inc. (the “Company”) entered into and
closed an Agreement (the “Bristol Agreement”) with Bristol Investment Fund, Ltd.
(“Bristol”) pursuant to which Bristol agreed to cancel the debt payable by the
Company to Bristol in the amount of approximately $20,000 in consideration of
the Company issuing Bristol 25,000 shares of Series E Convertible Preferred
Stock, which such shares carry a stated value equal to $1.00 per share (the
“Series E Stock”).
The
Series E Stock is convertible, at any time at the option of the holder, into
common shares of the Company based on a conversion price equal to the lesser of
$.01 or 60% of the average of the three lowest trading prices occurring at any
time during the 20 trading days preceding the conversion. The
Series E Stock shall have voting rights on an as converted basis multiplied by
10.
In the
event of any liquidation or winding up of the Company, the holders of Series E
Stock will be entitled to receive, in preference to holders of common stock, an
amount equal to the stated value plus interest of 15% per year.
The
Series E Stock restricts the ability of the holder to convert the Series E Stock
and receive shares of the Company’s common stock such that the number of shares
of the Company common stock held by Bristol and its affiliates after such
conversion does not exceed 4.9% of the Company’s then issued and outstanding
shares of common stock.
The
Series E Stock was offered and sold to Bristol in a private placement
transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
thereunder. Bristol is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
Company transactions.
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Not
applicable.
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Exhibit Number
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Exhibit Description
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3.1
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Certificate
of Designation of Preferences, Rights and Limitations of Series E
Preferred Stock of Oxis International, Inc.
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10.1
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Agreement
dated December 4, 2008 and is made by
and between Oxis International, Inc. (the “Company”) and Bristol
Investment Fund, Ltd.
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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.
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OXIS INTERNATIONAL
INC. |
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By:
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/s/ Maurice
Spitz |
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Name:
Maurice Spitz |
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Title:
President and Acting CEO |
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Date: December 8,
2008
