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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) May 15, 1996
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OXIS INTERNATIONAL, INC.
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DELAWARE 0-8092 94-1620407
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
6040 N. Cutter Circle, Suite 317, Portland, Oregon 97217
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (503) 283-3911
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(Former Name or Former Address, if Changed Since Last Report)
Total number of sequentially
numbered pages: 9
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Exhibit Index at page: 4
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ITEM 5. OTHER EVENTS
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On May 15, 1996, OXIS International, Inc. ("OXIS" or "the Company") filed its
Form 10-Q Quarterly Report for the quarter ended March 31, 1996 with the U.S.
Securities and Exchange Commission. The balance sheet included in the Form 10-Q
showed total shareholders' equity of $3,494,000 as of March 31, 1996, which was
less than the amount of net tangible assets required by the NASD for NASDAQ
National Market Issuers.
Subsequent to March 31, 1996, during April and May 1996, OXIS has issued
additional shares of its Series C and Series D Preferred Stock for cash and
forgiveness of debt resulting in additions to net tangible assets of $3,358,000.
On May 24, 1996 the Company filed its Current Report on Form 8-K reporting the
closing of the sales of its Series C and Series D Preferred Stock.
The Company has prepared a balance sheet as of May 31, 1996 which reflects the
additional capital resulting from the issuance of its Series C and Series D
Preferred Stock. The balance sheet shows net tangible assets of $5,900,000.
The balance sheet as of May 31, 1996 and statement of operations for the five
months then ended are attached as an exhibit to this report.
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SIGNATURES
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.
OXIS INTERNATIONAL, INC.
(Registrant)
Dated: June 21, 1996 By: /s/ Jon S. Pitcher
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Name: Jon S. Pitcher
Title: Chief Financial Officer
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EXHIBIT INDEX
Page No. in
sequentially numbered
Exhibit No. Description current report
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99.1 Consolidated Financial Information 5
as of May 31, 1996
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EXHIBIT 99.1
OXIS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
May 31, 1996
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,498,000
Accounts receivable 1,160,000
Inventories 758,000
Prepaid and other 152,000
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Total current assets 3,568,000
Property and equipment, net 931,000
Assets under capital leases, net 1,035,000
Technology for developed products and custom assays, net 4,200,000
Other assets 378,000
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Total assets $10,112,000
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</TABLE>
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OXIS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
May 31, 1996
<S> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 300,000
Accounts payable 1,376,000
Customer deposits 250,000
Accrued liabilities 800,000
Current portion of capital lease obligations 209,000
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Total current liabilities 2,935,000
Capital lease obligations and other 22,000
8% convertible subordinated debentures 1,255,000
Shareholders' equity:
Preferred stock - $.01 par value; 5,000,000 shares
authorized:
Series B - 642,583 shares issued and outstanding
(liquidation preference of $1,500,000) 6,000
Series C - 1,744,080 shares issued and outstanding 18,000
Series D - 2,000 shares issued and outstanding --
Common stock - $.50 par value; 25,000,000 shares
authorized; 12,124,423 shares issued and outstanding 6,062,000
Additional paid in capital 29,334,000
Accumulated deficit (29,490,000)
Accumulated translation adjustments (30,000)
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Total shareholders' equity 5,900,000
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Total liabilities and shareholders' equity $ 10,112,000
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</TABLE>
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OXIS INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Five Months Ended
May 31, 1996
<S> <C>
Revenues:
Product sales $ 2,319,000
Royalties 58,000
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Total revenues 2,377,000
Cost and expenses:
Cost of sales 1,409,000
Research and development 1,884,000
Selling, general and administrative 1,451,000
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Total costs and expenses 4,744,000
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Operating loss (2,367,000)
Interest income 15,000
Interest expense (107,000)
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Net loss $(2,459,000)
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Net loss per share $ (.20)
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Weighted average number of shares used in computation 12,124,423
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</TABLE>
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
1. FINANCIAL INFORMATION AND CONDENSED NOTES
The unaudited consolidated financial information does not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements. All adjustments considered necessary by
management for a fair presentation have been included. Operating results for
interim periods are not necessarily indicative of the results that may be
expected for the full year.
An annual report (Form 10-K) has been filed with the Securities and Exchange
Commission for the year ended December 31, 1995. That report contains, among
other information, a description of the Company's business, audited
financial statements, notes to the financial statements, the report of the
independent auditors and management's discussion and analysis of results of
operations and financial condition. Readers of this report are presumed to
be familiar with that annual report.
2. NOTES PAYABLE
In February 1995 certain of the Company's shareholders, who were former
Bioxytech shareholders, advanced $766,000 to the Company pursuant to
promissory notes which bore interest at 8% per year. In May 1996 the
principal of the notes and accrued interest thereon were converted into
648,490 shares of the Company's Series C Preferred Stock.
3. SHAREHOLDERS' EQUITY
During the period from February through May 1996, the Company has issued
1,125,590 shares of Series C Preferred Stock for $1,463,000 cash and 648,490
shares of Series C Preferred Stock in exchange for forgiveness of the notes
and accrued interest described in Note 2.
Each share of Series C Preferred Stock is initially convertible into one
share of the Company's common stock at the option of the holder at any time.
After six months following the closing of the sales of Series C Preferred
Stock, the conversion ratio may be adjusted under certain circumstances, and
after eight months following the closing, the Company has the right to
automatically convert the Series C Preferred Stock into common stock under
certain circumstances.
Each share of Series C Preferred Stock is entitled to the number of votes
equal to the lesser of one or 1.30 divided by the average closing bid price
of the Company's common stock during the fifteen consecutive trading days
immediately prior to the date such shares of Series C Preferred Stock were
purchased.
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In May 1996 the Company issued 2,000 shares of its Series D Preferred Stock
together with warrants to purchase an aggregate of 810,126 shares of common
stock for $2,000,000 cash. The Series D Preferred Stock has no voting rights,
but is convertible into common stock at a conversion rate based upon average
trading prices of the common stock.
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