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):
03/31/2006
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12
under the Exchange Act(17CFR240.14a-12)
o
Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
o
Pre-commencement
communications pursuant to
Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
March
31, 2006, OXIS International, Inc. (“OXIS”) entered into a Promissory Note
(“Note”)
with Fagan Capital, Inc. Pursuant to the terms of the Note, Fagan Capital is
lending OXIS $400,000 with interest to accrue at annual rate of 8.0%. No
payments of interest or principal are required prior to the maturity date.
The
maturity date of the Note is June 2, 2006.
The
obligation to pay all unpaid principal and accrued interest will be accelerated
upon an event of default, including failure to pay debt when due in an amount
exceeding $200,000, the bankruptcy of OXIS or related events. Pursuant to the
Note OXIS covenants that it will not incur indebtedness, other than its current
Bridge Bank loan and normal course trade debt, in excess of $1 million. OXIS
also covenants that it will not pledge, grant or convey any new liens on its
assets. The purpose of this loan is to provide OXIS with short term financing
as
it seeks longer term financing.
The
foregoing summary of the material terms of the Note is qualified in its entirety
by the text of the Note attached as Exhibit 10.1 to this Current Report on
Form
8-K and incorporated herein by reference.
Item
2.03. Creation
of a Direct Financial Obligation.
Reference
is made to the disclosure under Item 1.01 above.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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10.1 |
Promissory
Note dated March 31, 2006.
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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
April 4, 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 |