This is a confirming electronic copy of the Form 10-C filed manually on May 24, 1995. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-C REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17 OR 15d-17 THEREUNDER OXIS INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER) 6040 N. Cutter Circle, Suite 317, Portland, OR 97217 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Issuer's telephone number, including area code: (503) 283-3911 ----------------- I. CHANGE IN NUMBER OF SHARES OUTSTANDING Indicate any change (increase or decrease) of five percent or more in the number of shares outstanding: 1. Title of security Common Stock ----------------------------------------------------------- 2. Number of shares outstanding before the change 9,322,762 ------------------------------ 3. Number of shares outstanding after the change 10,590,387 ------------------------------- 4. Effective date of change May 19, 1995 ---------------------------------------------------- 5. Method of change: Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.) Issuance and Sale of Common Stock in Private Placement - -------------------------------------------------------------------------------- Give brief description of transaction: On May 17, 1995 and May 19, 1995, OXIS International, Inc. ("OXIS") sold 1,227,625 shares of its Common Stock in a private placement to offshore investors for an aggregate consideration of $2,037,860. The Common Stock sold has not been registered under the Securities Act of 1933, and may not be re-offered or re-sold absent registration under the Securities Act or available exemptions from such registration requirements. On May 17, 1995, 40,000 shares of the Company's Series A Preferred Stock automatically converted to Common Stock in accordance with the terms of the Certificate of Designation of the Company's Series A Preferred Stock. SIGNATURE 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 thereunto duly authorized. OXIS International, Inc. Date: May 23, 1995 By: /s/ Ray R. Rogers --- -------------------- Name: Ray R. Rogers Title: Chairman of the Board