PROSPECTUS
SUPPLEMENT NO. 10
Filed
Pursuant to Rule 424(b)(3)
Registration
File No. 333-123008
OXIS
INTERNATIONAL
PROSPECTUS
SUPPLEMENT NO. 10 DATED March 21, 2006
TO
THE
PROSPECTUS DATED MAY 27, 2005
This
Prospectus Supplement No. 10 supplements our Prospectus dated May 27,
2005 with the following attached document:
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A.
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Form
8-K Current Report dated March 15,
2006
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The
attached information modifies and supersedes, in part, the information in
the
prospectus. Any information that is modified or superseded in the prospectus
shall not be deemed to constitute a part of the Prospectus except as modified
or
superseded by this Prospectus Supplement.
This
Prospectus Supplement No. 10 should be read in conjunction with the Prospectus
Supplement No. 1, Prospectus Supplement No. 2, Prospectus Supplement No.
3,
Prospectus Supplement No. 4, Prospectus Supplement No. 5, Prospectus Supplement
No. 6, Prospectus Supplement No. 7, Prospectus Supplement No. 8, Prospectus
Supplement No. 9 and the Prospectus, each of which are required to be delivered
with this Prospectus Supplement.
INVESTING
IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE
“RISK
FACTORS” BEGINNING ON PAGE 3 OF THE PROSPECTUS, AS
SUPPLEMENTED
BY THIS PROSPECTUS SUPPLEMENT.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES
OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS
TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL
OFFENSE.
The
date
of this prospectus supplement is March 21, 2006
INDEX
TO
FILINGS
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Annex
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Form
8-K Current Report of the registrant filed with the Securities
and
Exchange Commission on March 15, 2006
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A
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Annex
A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event
Reported): 3/15/2006
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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323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of Principal Executive Offices, Including Zip Code)
(650)
212-2568
(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
5.02.
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(d) Election
of Directors
On
March
15, 2006 the board of directors of OXIS International, Inc. appointed Gary
M.
Post as a member of the board of directors, effective immediately, to serve
until the next annual meeting of stockholders. Mr. Post was also appointed
by
the board of directors to be a member of the audit committee of OXIS
International. On March 21, 2006, OXIS International issued a press release
announcing the appointment of Mr. Post to the board of directors. A copy of
the
press release is attached as Exhibit 99.1 under Item 9.01 of this
Report.
Item
9.01.
Financial
Statements and Exhibits.
(c)
Exhibits
99.1
Press
Release dated March 21, 2006 entitled “Gary M. Post, Managing Director and
Investment Principal of Ambient Capital, Joins OXIS’ Board of
Directors.”
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
March 21, 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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Chief
Financial Officer
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Exhibit
99.1
Gary
Post, Managing Director and Investment Principal of Ambient Advisors, LLC,
Joins
OXIS’ Board of Directors
Company
Strengthens Short-Term Financial Position with Line of Credit from President
and
CEO Steve Guillen
Foster
City, CA - March 21, 2006 - OXIS International (OTCBB: OXIS.OB) (Nouveau Marché:
OXIS) (FWB: OXI), a biopharmaceutical company focused on commercializing
research assays, nutraceutical and therapeutic products related to oxidative
stress and, through its majority interest in BioCheck, a leading provider of
high quality immunoassay clinical kits and contract services, today announced
the appointment of Gary Post, Managing Director and Investment Principal of
Ambient Advisors, LLC to the Company’s Board of Directors. Ambient invests its
own and its partners’ capital in private and public companies with a particular
interest in the health care and life sciences sector. Ambient also actively
advises these companies, sometimes taking interim management roles.
“With
a
track record of successful investments and extensive knowledge of the public
and
private equity markets, Gary brings another valuable perspective to our
company,” stated Steve Guillen, CEO and President of OXIS. “We look forward to
his contributions as we continue to evaluate and execute short and long-term
financing alternatives and capitalize on our strategic opportunities, including
purchasing the other 49% of BioCheck, the launch of our over-the-counter (OTC)
dietary supplement and powerful antioxidant Ergothioneine, and the launch of
new
clinical and research biomarkers into the multi-billion dollar cardiovascular
and oncology markets.”
“OXIS
and
BioCheck seem well-positioned in potentially large markets,” commented Gary
Post. “With a management team in place that can capitalize on these market
opportunities through partnerships with other biopharma companies, the company
is poised to increase shareholder value.”
Gary
Post
brings to OXIS highly varied experience in corporate finance, business strategy
development, mergers and acquisitions, and venture management and investing.
In
his roles at Ambient, Mr. Post has also served as Interim and Acting CEO of
several medical device and service companies. Prior to Ambient, he served as
First Vice President at Drexel Burnham Lambert, Vice President at Kidder
Peabody, Managing Director at Houlihan, Lokey, Howard and Zukin and Director
of
Research and Consultant at McKinsey & Company. During his career, he has
been involved in corporate financings, private investments, business
combinations, recapitalizations and joint ventures totaling over $10 billion
in
value.
OXIS
recently announced several material events including the successful completion
of the initial closing and purchase of 51% of the outstanding shares of BioCheck
for $3,060,000 in cash and the transition of its operations from Portland,
OR to
BioCheck’s FDA-certified cGMP device manufacturing facility in Foster City, CA.
In
addition, On March 10, 2006, the Company entered into an agreement with Steve
Guillen, the Company’s President and Chief Executive Officer, for
a
credit facility in the amount of $200,000. The loan is intended to provide
the
Company additional short term financial flexibility while the management
continues to seek and evaluate additional funding, including longer term
financing options for the acquisition of the remaining 49% of BioCheck and
the
development and marketing of existing and new products.
About
OXIS and BioCheck:
OXIS
International, Inc. develops technologies and products to research, diagnose,
treat and prevent diseases of oxidative stress associated with damage from
free
radical and reactive oxygen species. The company holds the rights to three
therapeutic classes of compounds in the area of oxidative stress, and has
focused commercialization programs in clinical cardiovascular markers, including
MPO (myeloperoxidase) and GPx (glutathionione peroxidase), as well as a highly
potent antioxidant, Ergothioneine, that may be sold over-the-counter (OTC)
as a
dietary supplement. OXIS has acquired a 51% interest in and has the option
to
purchase the remaining 49% of BioCheck.
BioCheck,
Inc. is a leading provider of high quality enzyme immunoassay research services
and products including immunoassay kits for cardiac and tumor markers,
infectious diseases, thyroid function, steroids, and fertility hormones. The
company operates a 15,000 square-foot, U.S. Food and Drug Administration (FDA)
certified cGMP, and ISO device-manufacturing facility in Foster City,
California.
More
information about OXIS, BioCheck and their products, services as well as current
SEC filings may be obtained by visiting http://www.oxisresearch.com
and
http://www.biocheckinc.com.
*
*
*
The
statements in this press release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including,
without limitation, statements regarding our expectations, objectives,
anticipations, plans, hopes, beliefs, intentions or strategies regarding the
future. Factors
that could cause actual results to differ materially from the forward-looking
statements include risks and uncertainties such as the acquisition of the
remaining 49% of the BioCheck shares by OXIS not closing due to, among other
reasons, the inability of OXIS to close a financing transaction; the risks
inherent in integrating an acquired business; risks inherent in owning a
majority interest in a company; unforeseen difficulties in achieving synergies
following an acquisition; unforeseen difficulties related to the company’s
oxidative stress and other diagnostic products; the development by the company’s
competitors of new competing products; and other risks indicated in the
company’s filings with the Securities and Exchange Commission. It is important
to note that actual outcomes could differ materially from those in such
forward-looking statements. Readers should also refer to the documents filed
by
the company with the Securities and Exchange Commission, specifically the
company’s quarterly report on Form 10-QSB filed with the Securities and Exchange
Commission on November 14, 2005, and the current reports on Form 8-K filed
with
the Securities and Exchange Commission on February 10, March 14, and March
21,
2006.