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): February 10,
2010
(Exact
name of registrant as specified in charter)
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Delaware
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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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468 N.
Camden Dr., 2nd Floor, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 860-5184
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
3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.
Effective
February 10, 2010, Oxis International, Inc. (the “Company”) issued 25,000 shares
of its new Series H Convertible Preferred Stock (the “Series H Preferred”) to
Theorem Group, LLC, a California limited liability company (the “Stockholder”),
in exchange for the 25,000 shares of Series G Convertible Preferred Stock, par
value $.001 per share ("Series G Preferred"), then owned by the
Stockholder. The foregoing exchange was effected pursuant to that
certain Exchange Agreement, dated February 10, 2010, between the Company and the
Stockholder (the “Exchange Agreement”).
As
previously disclosed, on December 4, 2008, the Company entered into and closed
an Agreement with Bristol Investment Fund, Ltd. (“Bristol”) pursuant to which
Bristol agreed to cancel certain debt payable by the Company to Bristol in
consideration of the Company issuing to Bristol 25,000 shares of Series G
Preferred. On October 13, 2009 the Company was informed by the
Stockholder that the Stockholder had purchased all of the outstanding shares of
Series G Preferred from Bristol.
The
Company has previously disclosed that it intends to file an amendment to the
Certificate of Designation of the Series G Preferred to correct the voting
rights granted to the holder of the Series G Preferred. The amendment
to the Series G Preferred has not yet been filed. Since the foregoing
disclosure, the Company and the Stockholder have discovered certain other
inaccuracies in the terms of the Series G Preferred and inconsistencies with the
disclosures made by the Company regarding such terms. Accordingly,
rather than amending the Certificate of Designation of the Series G Preferred to
correct the voting rights provisions and to otherwise confirm the rights of the
Series G Preferred, the Company on February 5, 2010 filed a Certificate of
Designations with the Secretary of State of the State of Delaware to authorize
and create a new series of preferred stock designated as “Series H Convertible
Preferred Stock” (the “Series H
Preferred”). The Company and the Stockholder thereafter
entered into the Exchange Agreement pursuant to which the Stockholder exchanged
all its shares of Series G Preferred for an equal number of Series H
Preferred. In the Exchange Agreement, the Stockholder also released
the Company from any liabilities related to the incorrect terms of the Series G
Preferred.
The
Certificate of Designation of the Series H Preferred is based on, and
substantially similar to the form and substance of the Certificate of
Designation of the Series G Preferred. Some of the corrections,
changes and differences between the Certificate of Designation of the Series G
Preferred and the Certificate of Designation of the Series H Preferred include
the following:
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·
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As
previously disclosed, the holder of the Series H Preferred is entitled to
vote with the common stock, and is entitled to a number of votes equal to
(i) the number of shares of common stock it can convert into (without any
restrictions or limitations on such conversion), (ii) multiplied by
100.
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·
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The
holder of the Series H Preferred cannot convert such preferred stock into
shares of common stock if the holder and its affiliates after such
conversion would own more than 9.9% of the Company’s then
issued and outstanding shares of common
stock.
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·
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The
Series G Preferred contained a limitation that the holder of the Series G
Preferred could not convert such preferred shares into more than 19.999%
of the issued and outstanding shares of common stock without the approval
of the stockholders if the rules of the principal market on which the
common stock is traded would prohibit such a conversion. Since
the rules of the Company’s principal market did not require such a
limitation, that provision has been
deleted.
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ITEM 9.01.FINANCIAL STATEMENTS AND
EXHIBITS
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3.1
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Certificate
of Designations of Series H Convertible Preferred Stock
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10.1
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Exchange
Agreement, dated February 10, 2010, between Oxis International, Inc. and
Theorem Group, LLC
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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.
OXIS
INTERNATIONAL, INC.
By: /s/
Anthony Cataldo
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Name: Anthony
Cataldo
Title: Chairman
and CEO
Date: February
10, 2010
