UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
Form
8-K/A
(Amendment
No. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event
Reported): 12/6/2005
OXIS
International, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
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DE
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94-1620407
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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6040
N Cutter Circle Suite 317, Portland, OR 97217
(Address
of Principal Executive Offices, Including Zip Code)
503-283-3911
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
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:
[ ]
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(17CFR240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17CFR240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17CFR240.13e-4(c))
Items
to
be Included in this Report
Item
2.01 Completion
of Acquisition or Disposition of Assets.
As
previously reported on the Current Report on Form 8-K, filed on December 8,
2005, the Company completed the initial closing (the “Initial Closing”) of the
purchase of shares of BioCheck, Inc. (“BioCheck”). BioCheck is a privately held
California corporation engaged in the development of immunoassays, with a number
of clinical diagnostic tests that have been approved by the United States Food
and Drug Administration. As previously reported, on or about September 19,
2005, the Company entered into a Stock Purchase Agreement with BioCheck and
the
shareholders of BioCheck (the “Agreement”), pursuant to which the Company had
the right to purchase up to all of the outstanding shares of common stock of
BioCheck for an aggregate purchase price of $6 million in cash. Pursuant to
the
terms of the Agreement, at the Initial Closing, the Company purchased an
aggregate of fifty-one percent (51%) of the outstanding shares of common stock
of BioCheck from each of the shareholders of BioCheck on a pro rata basis,
for
an aggregate of $3,060,000 in cash.
This
Form
8-K/A amends the Current Report on Form 8-K filed on December 8, 2005 to include
Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro
Forma Financial Information.
Item
9.01. Financial
Statements and Exhibits.
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(a) |
Financial Statements of
Business
Acquired |
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The required financial statements
of BioCheck are attached hereto as Exhibit 99.1 and are incorporated
in
their entirety herein by reference. |
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(b) |
Pro Forma Financial
Information |
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The required pro forma financial
information is attached hereto as Exhibit 99.2 and is incorporated
in its
entirety herein by reference. |
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(c) |
Exhibits
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23.1 |
Consent
of independent auditors.
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99.1
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Audited
financial statements of BioCheck, Inc. for the fiscal years ended
December
31, 2003 and 2004.
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99.2 |
Pro
Forma Condensed Consolidated Financial Statements as of September
30, 2005
and for the nine-months then ended
(unaudited).
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Signature(s)
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 hereunto
duly authorized.
Dated:
February 10, 2006
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OXIS
International, Inc.
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By: |
/s/ Michael D. Centron |
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Michael
D. Centron |
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Principal
Financial Officer
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