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): April 2, 2007
(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
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of Principal Executive Offices)
650-212-2568
(Issuer
Telephone number)
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 Instruction 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
1.01 Entry
into a Material Definitive Agreement.
On
April
2, 2007, we entered into an Amended and Restated Exclusive License Agreement
with Alteon, Inc. (“Alteon”), under which we have granted Alteon worldwide
exclusive rights to a family of orally bioavailable organoselenium compounds
that have demonstrated potent anti-oxidant and anti-inflammatory properties
in
clinical and preclinical studies. Previously, we were a party to a license
agreement dated September 28, 2004 with HaptoGuard, Inc., which was subsequently
acquired by Alteon. The amended and restated exclusive license agreement
supercedes and replaces our prior agreement with HaptoGuard. The new agreement
expands the scope of the original agreement to also include non-cardiovascular
indications.
Under
the
new agreement, Alteon agreed to invest a minimum of $7.5 million over a
three
year period following the effective date of the agreement, in its development
program for the development, discovery and manufacture of licensed products
based on the processes and compounds covered under the license. Alteon
agreed to
pay us a non-refundable sum of $500,000, payable in six monthly installments
of
$50,000, with the remaining $200,000 payable upon the closing of a
financing of Alteon approved by Alteon’s shareholders.
The agreement also provides for milestone payments to us upon certain
significant milestone events in the development of a potential drug product.
The
agreement also entitles us to various levels of sublicensing fees and royalties
based on a percentage of net sales of the licensed product.
As
a part
of the agreement, Alteon agreed to make an equity investment in our common
stock, at a per-share price equal to 125% of the trading price on the trading
day immediately prior to such purchase, and no less than $0.24 per share,
resulting in net proceeds to us of $500,000.
The
agreement is terminable for cause by either party, by Alteon with or without
cause with 180 days’ prior written notice, or by us if Alteon does not make
timely payments under the license.
The
amended and restated agreement will be filed as an exhibit to our Quarterly
Report on Form 10-QSB for the quarter ending June 30, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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OXIS
INTERNATIONAL, INC.
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| By: | /s/ Marvin S. Hausman | |
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Marvin S. Hausman |
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Chief
Executive Officer
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Dated:
April 6, 2007