OXIS INTERNATIONAL INC
8-K, 1997-05-01
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 21, 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 21, 1997, OXIS International, Inc. (the "Company")
announced that the French Commission des Operations de Bourse issued a visa
allowing the Company to present its preliminary prospectus to raise capital
through an underwritten public offering of its Common Stock in France. The
offering is scheduled to commence on April 22, 1997 and will culminate in the
listing of the Company's Common Stock on the newly opened French Stock Market,
Le Nouveau Marche, on May 6, 1997. Upon such listing, 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.

              All of the securities mentioned herein 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 issuance of the
visa referenced above and 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 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.

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

         (c)  Exhibits


99.1     Press Release, dated April 21, 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 29, 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 21, 1997.





                                     - 5 -

<PAGE>

                                                                    EXHIBIT 99.1
 
              OXIS International announces French COB approval and
                   schedule of Nouveau Marche public offering

                 - FIRST NASDAQ U.S. COMPANY TO BE LISTED ON THE
                    FRENCH STOCK MARKET, LE NOUVEAU MARCHE -

PARIS--(BUSINESS WIRE)--April 21, 1997--OXIS International, Inc. (NASDAQ: OXIS)
announced today that the French Commission des Operations de Bourse issued a
visa allowing OXIS to present its preliminary prospectus to raise capital
through an underwritten public offering of its common stock in the European
marketplace.

The offering is scheduled to commence on April 22, 1997, and will culminate in
the listing of OXIS' common stock on the French Stock Market, Le Nouveau Marche,
on May 6, 1997. Upon 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. Earlier this week, a
press conference was held to introduce OXIS to a group of interested French
journalists.

"The offering proceeds should allow us to advance our lead therapeutic molecule
BXT-51072 into Phase II Clinical Trials and initiate Phase I studies in our lead
molecule, TX-153, from our series of lipid soluble antioxidants," stated OXIS
Chairman Ray R. Rogers.

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. OXIS' lead therapeutic
molecule, BXT-51072, is a glutathione peroxidase mimic that completed Phase I
trials and for which OXIS filed an IND for inflammatory bowel diseases in 1996.
A second advanced molecule, TX-153, is a lipid soluble antioxidant that protects
cell membranes from damage from free radicals and ROS. OXIS is headquartered in
Portland, Oregon, with a French subsidiary, OXIS International, S.A., located
outside of Paris.

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.    or      KVO
Mike DeMello                        Will Anderson
800/547-3686                        503/221-2351
                                    [email protected]


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