OXIS INTERNATIONAL INC
8-K, 1997-04-21
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 7, 1997
                                                 ------------------

                           OXIS INTERNATIONAL, INC.
             ----------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)



DELAWARE                         0-8092                         94-1620407
- ------------------     --------------------------     --------------------------
(STATE OR OTHER         (COMMISSION FILE NUMBER)             (IRS EMPLOYER 
JURISDICTION OF                                          IDENTIFICATION NUMBER)
 INCORPORATION) 

            6040 N. Cutter Circle, Suite 317, Portland, OR          97217
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)


Registrant's telephone number, including area code.   (503) 283-3911
                                                    ----------------


- --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


                                             Exhibit Index at page: 5
                                                                   ---
<PAGE>
 
ITEM 5.   OTHER EVENTS
          ------------

          (a) On April 7, 1997, OXIS International, Inc. (the "Company")
announced that it had received approval for the admission of its Common Stock
for listing on the newly opened French stock market, Le Nouveau Marche. Upon its
admission, the Company will be the first NASDAQ listed U.S. company quoted on Le
Nouveau Marche, a Paris based stock exchange specifically designed to meet the
needs of emerging growth companies. The listing is to occur in connection with
an underwritten public offering of the Company's Common Stock in France,
anticipated to take place in approximately the next thirty days.


              All of the securities mentioned in this report have not been
registered under the Securities Act of 1933, as amended. The foregoing
securities may not be offered or sold in the United States.


              A copy of the press release with respect to the listing of the
Company's Common Stock on Le Nouveau Marche is attached as an exhibit to this
report.


              Certain of the statements made in this report and in the attached
press release are forward looking statements that are based on current
expectations which involve a number of uncertainties, including the Company's
ability to enter Le Nouveau Marche stock market and consummate the French public
offering. The events described herein may not occur in a timely manner, or at
all. Accordingly, the Company's future activities may differ materially from
those projected in the forward-looking statements.

                                      -2-
<PAGE>
 
ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
          ------------------------------------------------------------------




          (c) Exhibits


99.1      Press Release, dated April 7, 1997

                                      -3-
<PAGE>
 
                                   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: April 17, 1997        By:            /s/Jon S. Pitcher
                                       --------------------------------
                             Name:          Jon S. Pitcher
                                       --------------------------------
                             Title:         Chief Financial Officer and
                                       --------------------------------
                                             Vice President
                                       --------------------------------

                                      -4-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



     Exhibit No.                  Description
     -----------                  -----------

        99.1            Press Release dated April 7, 1997.

                                      -5-

<PAGE>
 
                                                                    Exhibit 99.1


         OXIS INTERNATIONAL ANNOUNCES APPROVAL OF ADMISSION FOR LISTING
                   ON FRENCH STOCK MARKET, LE NOUVEAU MARCHE
                                        

April 7, 1997 - OXIS International, Inc. announced today that it has received
approval of the admission of its common stock for listing on the French Stock
Market, Le Nouveau Marche.  Upon its admission, OXIS will be the first NASDAQ
listed U.S. company quoted on Le Nouveau Marche, a Paris-based stock exchange
specifically designed to meet the needs of emerging growth companies.  The
listing is to occur in connection with an underwritten public offering of OXIS
common stock in France, anticipated to take place over approximately the next 30
days.  OXIS is headquartered in Portland Oregon, with a French subsidiary, OXIS
International, S.A., located outside of Paris.

"This offering represents a major milestone for the Company," stated Chairman,
Ray R. Rogers.  "The listing and offering give us access to the European capital
markets which have shown increasing interest in growth-oriented high technology
companies, including drug discovery and development companies such as OXIS."

The Company also announced that it has successfully completed a private
placement of debt securities with several of its current investors.  This bridge
financing is intended to support the Company's operations, pending closure of
the secondary offering in France.

OXIS International, Inc. is a drug discovery and diagnostics company focused on
the development of novel therapeutic molecules and supportive technologies to
treat diseases associated with damage from free radicals and reactive oxygen
species (ROS), i.e., diseases of oxidative stress.

All securities mentioned in this press release have not been, and will not be,
registered under the Securities Act of 1933, as amended.  The foregoing
securities may not be offered and sold in the United States, absent registration
under the Securities Act or an applicable exemption from such registration
requirements.

Certain of the statements contained in this press release are forward-looking
statements that are based on current expectations which involve a number of
uncertainties, including the Company's ability to enter the Le Nouveau Marche
stock market and consummate the French public offering.  The events described
herein may not occur in a timely manner, or at all.  Accordingly, the Company's
future activities may differ materially from those projected in the forward-
looking statements.


Contact:  OXIS International, Inc.
          Anna D. Barker, Ph.D. (503) 283-3911


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