OXIS INTERNATIONAL INC
10-Q, 1998-08-07
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-Q


    X    Quarterly report pursuant to Section 13 or 15(d) of the Securities
  -----  Exchange Act of   1934 for the quarterly period ended June 30, 1998.

  _____  Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from _______ to _______.



                         Commission File Number O-8092



                            OXIS INTERNATIONAL, INC.



                             A Delaware corporation
                 I.R.S. Employer Identification No. 94-1620407
                        6040 N. Cutter Circle, Suite 317
                              Portland, OR  97217
                           Telephone:  (503) 283-3911



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                      YES     X      NO
                           -------       -------


 At June 30, 1998, the issuer had outstanding the indicated number of shares of
                           common stock:  36,234,510
<PAGE>
 
                         PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                               Three Months Ended             Six Months Ended
                                                     June 30                       June 30
                                           --------------------------    --------------------------
                                               1998           1997           1998           1997
<S>                                        <C>            <C>            <C>            <C>
Revenues:
  Product sales                            $ 1,435,000    $   717,000    $ 2,731,000    $ 1,844,000
  Royalties and license fees                    20,000         24,000         71,000         59,000
                                           -----------    -----------    -----------    -----------
     Total revenues                          1,455,000        741,000      2,802,000      1,903,000
 
Costs and expenses:
  Cost of sales                              1,053,000        472,000      2,312,000      1,244,000
  Research and development                     759,000        883,000      1,690,000      1,989,000
  Selling, general and administrative          799,000        728,000      1,780,000      1,332,000
                                           -----------    -----------    -----------    -----------
     Total costs and expenses                2,611,000      2,083,000      5,782,000      4,565,000
                                           -----------    -----------    -----------    -----------
Operating loss                              (1,156,000)    (1,342,000)    (2,980,000)    (2,662,000)
Interest income                                 34,000         20,000         45,000         23,000
Interest expense                               (19,000)       (42,000)       (46,000)       (72,000)
                                           -----------    -----------    -----------    -----------
Net loss                                   $(1,141,000)   $(1,364,000)   $(2,981,000)   $(2,711,000)
                                           ===========    ===========    ===========    ===========
 
Net loss per share - basic                 $      (.03)   $      (.07)   $      (.10)   $      (.16)
                                           ===========    ===========    ===========    ===========
 
Weighted average number of
  shares used in computation                32,916,584     19,884,092     30,806,956     17,012,334
                                           ===========    ===========    ===========    ===========
</TABLE>

                                       1
<PAGE>
 
                        CONSOLIDATED BALANCE SHEETS
<TABLE> 
<CAPTION> 
 
                                           June 30,    December 31,
                                             1998          1997
                                          (Unaudited)
<S>                                       <C>           <C> 
ASSETS
 
Current assets:
   Cash and cash equivalents              $ 3,263,000   $ 1,290,000
   Accounts receivable                      1,259,000     2,011,000
   Inventories                              1,862,000     1,828,000
   Prepaid and other                           31,000        79,000
                                          -----------   -----------
      Total current assets                  6,415,000     5,208,000
 
Property and equipment, net                 3,624,000     3,968,000
 
Technology for developed products
   and custom assays, net                   2,719,000     3,065,000
 
Other assets                                  407,000       334,000
                                          -----------   -----------
 
    Total assets                          $13,165,000   $12,575,000
                                          ===========   ===========
</TABLE>

                                       2
<PAGE>
 
                          CONSOLIDATED BALANCE SHEETS
<TABLE> 
<CAPTION> 
                                                               June 30,      December 31,
                                                                 1998            1997
                                                              (Unaudited)
<S>                                                          <C>             <C> 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities:
  Notes payable                                              $    924,000    $  1,423,000
  Accounts payable                                                865,000       1,553,000
  Accrued payroll, payroll taxes and other                        826,000       1,181,000
  Current portion of long-term debt                                90,000          93,000
                                                             ------------    ------------
     Total current liabilities                                  2,705,000       4,250,000
 
Long-term debt due after one year                               1,669,000       1,570,000
 
Shareholders' equity:
  Preferred stock - $.01 par value; 15,000,000 shares
   authorized:
     Series B - 428,389 shares issued and outstanding
     at June 30, 1998  (liquidation
     preference of $1,500,000)                                      4,000           6,000
     Series C - 807,878 shares issued and outstanding
     at June 30, 1998                                               8,000          11,000
     Series D - (Note 3)                                               --              --
  Common stock - $.50 par value; 50,000,000 shares
   authorized; 36,234,510 shares issued and outstanding
   at June 30, 1998 (Note 3)                                   18,117,000      14,298,000
  Additional paid in capital                                   32,128,000      30,868,000
  Accumulated deficit                                         (41,155,000)    (38,174,000)
  Accumulated translation adjustments                            (311,000)       (254,000)
                                                             ------------    ------------
 
     Total shareholders' equity                                 8,791,000       6,755,000
                                                             ------------    ------------
 
Total liabilities and shareholders' equity                   $ 13,165,000    $ 12,575,000
                                                             ============    ============
</TABLE>

                                       3
<PAGE>
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE> 
<CAPTION> 
                                                                       Six Months Ended
                                                                           June 30,
                                                                -------------------------------
                                                                    1998                1997
<S>                                                             <C>                 <C>  
Cash flows from operating activities:
 Net loss                                                       $(2,981,000)        $(2,711,000)
 Adjustments to reconcile net loss to cash
  used for operating activities:
  Depreciation and amortization                                     708,000             702,000
  Changes in assets and liabilities:
   Accounts receivable                                              747,000             260,000
   Inventories                                                      (34,000)             94,000
   Other current assets                                              47,000             (76,000)
   Accounts payable                                                (686,000)           (595,000)
   Customer deposits                                                     --             142,000
   Accrued payroll, payroll taxes and other                        (245,000)             44,000
                                                                -----------         -----------
 
     Net cash used for operating activities                      (2,444,000)         (2,140,000)
 
Cash flows from investing activities:
 Purchases of equipment                                             (29,000)            (17,000)
 Other, net                                                         (91,000)             (7,000)
                                                                -----------         -----------
 
     Net cash used for investing activities                        (120,000)            (24,000)
 
Cash flows from financing activities:
 Proceeds from issuance of notes                                    555,000             872,000
 Proceeds from issuance of stock, net of related costs            5,231,000           6,240,000
 Repayment of short-term borrowings                                (443,000)           (950,000)
 Repayment of long-term debt and capital lease obligations          (54,000)            (58,000)
 Effective redemption of Series D Preferred Stock                  (700,000)                 --
                                                                -----------         -----------
 
     Net cash provided by financing activities                    4,589,000           6,104,000
 
Effect of exchange rate changes on cash                             (52,000)           (174,000)
                                                                -----------         -----------
 
Net increase in cash and cash equivalents                         1,973,000           3,766,000
 
Cash and cash equivalents - beginning of period                   1,290,000             422,000
                                                                -----------         -----------
 
Cash and cash equivalents - end of period                       $ 3,263,000         $ 4,188,000
                                                                ===========         ===========
 
Non-cash transaction -- issuance of common
  stock in exchange for cancellation of
  notes and accrued interest                                    $   543,000         $        --
                                                                ===========         ===========
</TABLE>

                                       4
<PAGE>
 
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  FINANCIAL STATEMENTS AND CONDENSED NOTES

  The unaudited consolidated financial statements, which have been prepared in
  accordance with the instructions to Form 10-Q, do 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 ("Commission") for the year ended December 31, 1997.  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.  INVENTORIES

  Inventories are stated at the lower of cost or market.  Cost has been
  determined by using the first-in, first-out and specific identification
  methods.  Inventories at June 30, 1998 and December 31, 1997, consisted of the
  following:
<TABLE>
<CAPTION>
                                June 30,     December 31,
                                  1998           1997
<S>                            <C>          <C>
 
      Raw materials            $1,067,000     $1,319,000
      Work in process             604,000        344,000
      Finished goods              191,000        165,000
                               ----------     ----------
 
      Total                    $1,862,000     $1,828,000
                               ==========     ==========
</TABLE>

3.  SHAREHOLDERS' EQUITY

  In early May 1998, the Company completed the first closing of a private
  placement of its common stock together with warrants to a series of
  institutional investors.  The units, consisting of one share of common stock
  plus a warrant to purchase one share of common stock, were priced at the
  NASDAQ closing price the day prior to the signing of the subscription
  agreements relating to the purchase of such units.  The prices per unit ranged
  from $.875 to $1.125.  In the first closing, 6,936,142 common shares and
  warrants to purchase an equal number of common shares were issued in exchange
  for gross proceeds of $5,716,000 in cash and conversion of $543,000 of short-
  term notes and accrued interest payable.  The exercise price of each warrant
  is equal to 120% of the price paid per unit.  

                                       5
<PAGE>
 
  The Company has agreed to file within 30 days of the closing of the private
  placement a registration statement with the Commission concerning the resale
  of the common shares, the warrants and the common shares issuable upon
  exercise of the warrants.

  The private placement was completed in July 1998 with a second closing
  resulting in gross proceeds to the Company of $2,465,000 in cash and
  conversion of $234,000 of short-term notes and accrued interest payable.

  At the Company's Annual Meeting of Stockholders held on July 13, 1998, the
  stockholders approved proposals which authorized an increase in the number of
  shares of the Company's common stock to 95,000,000 and a reduction of the par
  value of the Company's common stock to $.001.  Following the Meeting, the
  number of authorized shares of common stock was increased and the par value
  was reduced, accordingly.  The stockholders also approved a proposal
  authorizing the Company's Board of Directors at its discretion to effect a
  one-for-five reverse stock split at any time prior to the Company's 1999
  Annual Meeting of Stockholders.  The proposal concerning the reverse stock
  split is intended to increase the bid price of the Company's common stock to
  bring such bid price into compliance with the listing requirements of the
  NASDAQ National Market System (requiring a bid price greater than $1).  The
  Company is currently seeking a waiver from the NASD allowing the Company's
  common stock continued designation as a NASDAQ National Market security
  pending the effectiveness of such a reverse split.  As of the date of this
  Report, the Company has not received a response from the NASD and has not
  effected the reverse split.

  During the second quarter of 1998, 214,194 shares of Series B Preferred Stock
  were converted into 214,194 shares of common stock, and 213,819 shares of
  Series C Preferred Stock were converted into 308,850 shares of common stock.
  Also during the second quarter of 1998 the Company entered into a settlement
  agreement with the holder of the remaining 700 outstanding shares of Series D
  Preferred Stock whereby such holder and the Company released any and all
  claims either may have against the other with respect to such Series D
  Preferred Stock, and the Company paid the holder $700,000 cash.  The holder
  also agreed to return the Series D Preferred Stock to the Company upon the
  Company's request.  The Company recently requested the return of such Stock,
  which the Company plans to cancel.


4.  COMPREHENSIVE LOSS

  On January 1, 1998, the Company adopted Statement of Financial Accounting
  Standards No. 130, "Reporting Comprehensive Income".  The Company's
  consolidated comprehensive loss was $1,139,000 and $1,482,000 for the three
  months ended June 30, 1998 and 1997, respectively and $3,038,000 and
  $2,950,000 for the six months ended June 30, 1998 and 1997, respectively.  The
  differences between the net loss reported in the consolidated statement of
  operations and consolidated comprehensive net loss for the periods consisted
  of changes in foreign currency translation adjustments.

                                       6
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

  The Company's working capital increased during the first half of 1998 from
  $958,000 at December 31, 1997 to $3,710,000 at June 30, 1998.  The increase in
  the Company's working capital resulted primarily from the issuance of common
  stock (net proceeds of $5,774,000), offset by the effect of the net loss for
  the first half of 1998 ($2,981,000 less non-cash charges of $708,000) and a
  $700,000 payment for the effective redemption of preferred stock.

  Cash and cash equivalents increased from $1,290,000 at December 31, 1997 to
  $3,263,000 at June 30, 1998.

  The Company expects to continue to report losses in 1998 as the level of
  expenses is expected to continue to exceed revenues.  The Company can give no
  assurances as to when and if its revenues will exceed its expenses.  While the
  Company believes that its new products and technologies show considerable
  promise, its ability to realize significant revenues therefrom is dependent
  upon the Company's success in developing business alliances with biotechnology
  and/or pharmaceutical companies that have the required resources to develop
  and market certain of these products.  There is no assurance that the
  Company's effort to develop such business alliances will be successful.

  In early May 1998, the Company completed the first closing of a private
  placement of its common stock together with warrants to a series of
  institutional investors.  The units, consisting of one share of common stock
  plus a warrant to purchase one share of common stock, were priced at the
  NASDAQ closing price the day prior to the signing of the subscription
  agreements relating to the purchase of such units.  The prices per unit ranged
  from $.875 to $1.125.  In the first closing, 6,936,142 common shares and
  warrants to purchase an equal number of common shares were issued in exchange
  for gross proceeds of $5,716,000 in cash and conversion of $543,000 of short-
  term notes and accrued interest payable.  The exercise price of each warrant
  is equal to 120% of the price paid per unit.  The Company has agreed to file
  within 30 days of the closing of the private placement a registration
  statement with the Commission concerning the resale of the common shares, the
  warrants and the common shares issuable upon exercise of the warrants.

  The private placement was completed in July 1998 with a second closing
  resulting in gross proceeds to the Company of $2,465,000 in cash and
  conversion of $234,000 of short-term notes and accrued interest payable.

  During the third quarter of 1998 the Company expects to pay two short-term 
  notes plus accrued interest aggregating approximately $360,000.

                                       7
<PAGE>
 
INFORMATION SYSTEMS AND THE YEAR 2000

  As is the case with most other companies using computers in their operations,
  the Company is in the process of addressing the Year 2000 problem.  The
  Company is currently engaged in a project to review computer hardware and
  software to determine whether they will consistently and properly recognize
  the Year 2000.  Certain of the Company's systems include hardware and packaged
  software recently purchased from vendors who have represented that these
  systems are already Year 2000 compliant.

  Other hardware and software currently being used by the Company has been
  identified by the Company as not being Year 2000 compliant, particularly
  certain packaged software used in the Company's accounting systems.  The
  Company expects that upgrades to the software packages being used in its
  accounting and manufacturing systems will be available from the vendors of
  those packages. The cost of such upgrades, or replacement of certain
  software packages and certain older hardware used in those systems has not
  yet been determined, but is not expected to be material. Most of the
  hardware and software replacements for accounting and manufacturing systems
  expected are replacements that would have been made regardless of the Year
  2000 issue.

  The Company expects to complete its review of all of its systems, including
  embedded technology in non-information technology systems, which might be
  affected by the Year 2000 issue by the fourth quarter of 1999.  The Company is
  reviewing communications, security, and environmental monitoring and control
  systems as well as certain laboratory and manufacturing equipment and
  equipment manufactured for customers.  The Company believes that, in the worst
  likely case, such systems or components thereof can be replaced to make such
  systems Year 2000 compliant, and that the cost for such replacements will not
  be material.

  The Company relies on a number of vendors and suppliers including banks,
  telecommunications providers, transportation companies and other providers of
  goods and services.  The inability of certain of these third parties to
  conduct their business for a significant period of time due to the Year 2000
  issue could have a material impact on the Company's operations.  The Company
  does not have the resources to determine whether all such vendors and
  suppliers are Year 2000 compliant.  However, the Company expects that it could
  find other vendors or suppliers if any of its current vendors or suppliers are
  unable to continue to provide goods or services to the Company, but no 
  assurances can be given as to how long it will take to find substitute vendors
  and suppliers.

                                       8
<PAGE>
 
           RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1998 
                COMPARED WITH THREE MONTHS ENDED JUNE 30, 1997


REVENUES

  The Company's revenues for the quarters ended June 30, 1998 and 1997 were as
follows:

<TABLE>
<CAPTION>
                                                     1998        1997
<S>                                               <C>          <C>
 
     Instrument sales and development             $  684,000    $     --
 
     Diagnostic and research assays                  604,000     611,000
 
     Bovine superoxide dismutase (bSOD)
      for research and human use                          --       3,000
 
     Palosein(R) (bSOD for veterinary use)            49,000      77,000
 
     Fine chemicals and other                         98,000      26,000
 
     Royalties and license fees                       20,000      24,000
                                                  ----------    --------
 
                                                  $1,455,000    $741,000
                                                  ==========    ========
</TABLE>

  Instrument sales and development revenues are generated by Innovative Medical
  Systems Corp. ("IMS"), acquired by the Company on December 31, 1997.  Because
  the acquisition of IMS was recorded as a purchase, the revenues and expenses
  of IMS are not included in the Company's consolidated results of operations
  prior to 1998.


COSTS AND EXPENSES

  Including amortization of purchase adjustments, cost of sales was 66% of
  product sales for the second quarter 1997 and increased to 73% of product
  sales for the second quarter of 1998.  This increase in the cost of sales as a
  percentage of sales is due primarily to the effect of fixed manufacturing
  costs being spread over manufacturing and sales volume for the second quarter
  of 1998 that is substantially less than the manufacturing capacity of the
  Company's facilities since the acquisition of IMS.

  Cost of sales in the second quarter of 1997 includes approximately $175,000 in
  amortization of purchase adjustments relating to 1994 business acquisitions.
  Costs of sales in the second quarter of 1998 includes approximately $196,000
  in amortization of purchase

                                       9
<PAGE>
 
  adjustments relating to 1994 and 1997 business acquisitions. Excluding such
  amortization the cost of product sales for the second quarter of 1997 was
  approximately 41% of sales and the cost of sales for the second quarter of
  1998 was approximately 60% of product sales.

  Research and development expenses decreased from $883,000 in the second
  quarter of 1997 to $759,000 in the second quarter of 1998.  The decrease in
  research and development expenses resulted primarily from cost reductions in
  the second quarter of 1998 compared to the second quarter of 1997 in research
  and development costs of the Company's French subsidiary.

  Selling, general and administrative expenses increased from $728,000 in the
  second quarter of 1997 to $799,000 in the second quarter of 1998.  The
  increase is primarily the result of $215,000 of selling, general and
  administrative expenses of IMS in the second quarter of 1998.  The increase
  was partially offset by a $61,000 reduction in foreign exchange losses and a
  $52,000 reduction in shareholder relations costs.  The reduction in
  shareholder relations costs was partially due to holding the annual meeting of
  stockholders in the second quarter of 1997 and in the third quarter of 1998.


NET LOSS

  The Company continued to experience losses in the second quarter of 1998.  The
  second quarter 1998 loss of $1,141,000 ($.03 per share-basic) was $223,000
  less than the $1,364,000 ($.07 per share-basic ) loss for the second quarter
  of 1997.  The decrease in the net loss is primarily due to an increase of
  $137,000 in gross margins from product sales and a decrease of $124,000 in
  research and development expenses.  The net loss per share-basic decreased
  because of the decrease in net loss and increase in the number of common
  shares outstanding.

                                       10
<PAGE>
 
            RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1998 
                 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1997


REVENUES

  The Company's revenues for the six-month periods ended June 30, 1998 and 1997
were as follows:

<TABLE>
<CAPTION>
                                                     1998         1997
<S>                                               <C>          <C>
 
     Instrument sales and development             $1,493,000   $       --
 
     Diagnostic and research assays                1,003,000    1,159,000
 
     Bovine superoxide dismutase (bSOD)
      for research and human use                          --      415,000
 
     Palosein(R) (bSOD for veterinary use)            93,000      231,000
 
     Fine chemicals and other                        142,000       39,000
 
     Royalties and license fees                       71,000       59,000
                                                  ----------   ----------
 
                                                  $2,802,000   $1,903,000
                                                  ==========   ==========
</TABLE>

  Instrument sales and development revenues are generated by IMS, acquired by 
  the Company on December 31, 1997.
 
  Sales of bSOD in 1997 were almost entirely to one European customer and no
  shipments were made to this customer during the first half of 1998.  Future
  sales of bulk bSOD continue to be largely dependent on the needs of this one
  customer.  The Company does not expect to make any significant sales of bulk
  bSOD during the remainder of 1998.  The Company's sales of bulk bSOD beyond
  1998 are uncertain and difficult to predict and no assurances can be given
  with respect thereto.

  Palosein(R) sales in the first half of 1997 included a substantial sale to a
  distributor in Germany, which has not been repeated in 1998.


COSTS AND EXPENSES

  Including amortization of purchase adjustments, cost of sales was 67% of
  product sales for the first half 1997 and increased to 85% of product sales
  for the first half of 1998.  This increase in the cost of sales as a
  percentage of sales is due primarily to the effect of fixed manufacturing
  costs being spread over manufacturing and sales volume for the first half of
  1998 that is substantially less than the manufacturing capacity of the
  Company's facilities since the acquisition of IMS.  Management expects
  manufacturing and sales volumes to increase in the second half of 1998,
  resulting in a reduction of cost of sales as a percentage 

                                       11
<PAGE>
 
  of sales; provided, however, that no assurances can be given that such an
  increase will take place. Cost of sales as a percentage of sales was also
  higher in the first half of 1998 as compared to the first half of 1997 due to
  the reductions in sales of bSOD and Palosein(R), which contributed
  approximately $200,000 more in profit margins in the first half of 1997 than
  in 1998.

  Cost of sales in the first half of 1997 includes approximately $355,000 in
  amortization of purchase adjustments relating to 1994 business acquisitions.
  Costs of sales in the first half of 1998 includes approximately $406,000 in
  amortization of purchase adjustments relating to 1994 and 1997 business
  acquisitions.  Excluding such amortization the cost of product sales for the
  first half of 1997 was approximately 48% of sales and the cost of sales for
  the first half of 1998 was approximately 70% of product sales.

  Research and development expenses decreased from $1,989,000 in the first half
  of 1997 to $1,690,000 in the first half of 1998.  The decrease in research and
  development expenses resulted from cost reductions in the first half of 1998
  of (1) $407,000 in research and development costs of the Company's French
  subsidiary and (2) $192,000 for outside development contracts primarily
  relating to the development of the Company's lead molecule, BXT-51072, which
  is currently in Phase II clinical trials for ulcerative colitis.  During the
  first half of 1998, the Company's lead molecule was in the early part of a
  Phase II clinical trial which did not require as much outside contract support
  as earlier parts of the clinical trials.  Costs relating to the Phase II
  trials are expected to increase during the remainder of 1998 with an increase
  in patient enrollment and increasing data analysis needs.  These cost
  reductions were partially offset by an increase of $298,000 in research and
  development costs in the United States unrelated to the costs of clinical
  trials.  This increase consisted primarily of severance costs relating to a
  staff reduction during the first quarter of 1998.

  Selling, general and administrative expenses increased from $1,332,000 in the
  first half of 1997 to $1,780,000 in the first half of 1998.  The increase is
  primarily the result of $433,000 of selling, general and administrative
  expenses of IMS in the first half of 1998.  Fees aggregating $51,000 in the
  first half of 1998 for the ongoing listing of the Company's common stock on Le
  Nouveau Marche and increased shares listed on NASDAQ National Market also
  contributed in the increase in 1998.


NET LOSS

  The Company continued to experience losses in the first six months of 1998.
  The first half 1998 loss of $2,981,000 ($.10 per share-basic) was $270,000
  more than the $2,711,000 ($.16 per share-basic ) loss for the first half of
  1997.  The increase in the net loss is primarily due to the decline in gross
  margin from product sales and increased selling, general and administrative
  costs.  The net loss per share-basic decreased because of the increase in the
  number of common shares outstanding.

                                       12
<PAGE>
 
  The Company plans to continue to invest in research and development activities
  and incur marketing, sales and administrative expenses in amounts greater than
  its anticipated near-term product margins, and, as a result, expects to incur
  a substantial net loss for 1998.  There can be no assurances given that the
  Company will ever achieve profitable operations.


                           ------------------------ 


  Certain of the matters discussed in this Report such as management's future
  sales expectations, the levels of future manufacturing volumes and possible
  progress with respect to the Company's clinical trials are forward-looking
  statements that involve risks and uncertainties, including the timely
  development and market acceptance of new products, the impact of competitive
  products and pricing, economic conditions, and other risks.  These factors
  could cause actual results to differ materially from those described in any
  forward-looking statements.



                          PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

  (c) Sale of unregistered securities.

  Between April 28 and May 8, 1998, the Company completed the first closing of a
  private placement of its common stock together with warrants to a series of
  institutional investors.  The units, consisting of one share of common stock
  plus a warrant to purchase one share of common stock, were priced at the
  NASDAQ closing price the day prior to the signing of the subscription
  agreements relating to the purchase of such units.  The prices per unit ranged
  from $.875 to $1.125.  In the first closing, 6,936,142 common shares and
  warrants to purchase an equal number of common shares were issued in exchange
  for gross proceeds of $5,716,000 in cash and conversion of $543,000 of short-
  term notes and accrued interest payable.  The exercise price of each warrant
  is equal to 120% of the price paid per unit.  The Company has agreed to file
  within 30 days of the closing of the private placement a registration
  statement with the Commission concerning the resale of the common shares, the
  warrants and the common shares issuable upon exercise of the warrants.

  In connection with the sale of the foregoing securities, the Company paid a
  commission of $400,091 to a placement agent. The securities were offered and
  sold under the exemption from registration provided by Section 4(2) of the
  Securities Act of 1993, as amended, and pursuant to Rule 506 promulgated
  thereunder.

                                       13
<PAGE>
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

  (a) Exhibits - See Exhibit Index on page 15.



                                   SIGNATURE

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 thereunto duly authorized.

                                       OXIS International, Inc.


August 7, 1998                         By  /s/Ray R. Rogers
                                          -------------------------------
                                          Ray R. Rogers
                                          Chairman and Chief Executive Officer



August 7, 1998                         By  /s/Jon S. Pitcher
                                          -------------------------------
                                          Jon S. Pitcher
                                          Chief Financial Officer

                                       14
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 
Exhibit                                                            Page
Number                Description of Document                     Number
<S>                   <C>                                         <C> 

 27(a)                Financial data schedule                       15
</TABLE> 
 

                                       15

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1998
<PERIOD-START>                             APR-01-1998             JAN-01-1998
<PERIOD-END>                               JUN-30-1998             JUN-30-1998
<CASH>                                       3,263,000               3,263,000
<SECURITIES>                                         0                       0
<RECEIVABLES>                                1,259,000               1,259,000
<ALLOWANCES>                                         0                       0
<INVENTORY>                                  1,862,000               1,862,000 
<CURRENT-ASSETS>                             6,415,000               6,415,000 
<PP&E>                                       3,624,000               3,624,000 
<DEPRECIATION>                                       0                       0 
<TOTAL-ASSETS>                              13,165,000              13,165,000 
<CURRENT-LIABILITIES>                        2,705,000               2,705,000 
<BONDS>                                              0                       0 
                                0                       0 
                                     12,000                  12,000 
<COMMON>                                    18,117,000              18,117,000 
<OTHER-SE>                                    (311,000)               (311,000) 
<TOTAL-LIABILITY-AND-EQUITY>                13,165,000              13,165,000 
<SALES>                                      1,435,000               2,731,000
<TOTAL-REVENUES>                             1,455,000               2,802,000
<CGS>                                        1,053,000               2,312,000
<TOTAL-COSTS>                                1,053,000               2,312,000
<OTHER-EXPENSES>                               759,000               1,690,000
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                              19,000                  46,000
<INCOME-PRETAX>                             (1,141,000)             (2,981,000)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                         (1,141,000)             (2,981,000)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                (1,141,000)             (2,981,000)
<EPS-PRIMARY>                                     (.03)                   (.10)
<EPS-DILUTED>                                        0                       0
        

</TABLE>


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