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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) March 6, 2000
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OXIS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-8092 94-1620407
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(State or Other (Commission File Number) (IRS Employer Identification
Jurisdiction of Number
Incorporation
6040 N Cutter Circle, Suite 317, Portland, OR 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)
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Item 5. Other Events
On February 10, 2000, a hearing was held before a Nasdaq Listing Qualifications
Panel (the "Panel") regarding the request of OXIS International, Inc. (the
"Company") for continued inclusion on the Nasdaq National Market pursuant to an
exception to certain requirements. The Panel determined to continue the listing
of the Company's common stock on the Nasdaq National Market subject to a public
filing with the Securities and Exchange Commission on or before April 14, 2000,
evidencing a minimum of $8,000,000 in net tangible assets. The filing is to
include a February 29, 2000, balance sheet with pro forma adjustments to reflect
any significant events or transactions occurring on or before the filing date.
The Company has prepared a balance sheet as of February 29, 2000, with pro forma
adjustments reflecting sales of securities subsequent to that date. The pro
forma balance sheet shows net tangible assets of $8,082,000. Unaudited pro forma
financial information including the pro forma balance sheet as of February 29,
2000, is attached as an exhibit to this report.
2
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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)
Date: April 12, 2000 By: /s/ Jon S. Pitcher
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Name: Jon S. Pitcher
Title: Chief Financial Officer
3
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EXHIBIT INDEX
Page No. in
sequentially numbered
Exhibit No. Description current report
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99(a) Unaudited Pro Forma Financial Information 5
4
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EXHIBIT 99(a)
OXIS International, Inc
Unaudited Pro Forma Financial Information
In March and April 2000, OXIS International, Inc. ("OXIS") sold 1,376,949 shares
of its common stock together with warrants to purchase 2,753,898 shares of
common stock in a private placement. Net proceeds from the sales were
approximately $5,927,000.
In addition, in March and April 2000, OXIS has received proceeds of
approximately $43,000 from the exercise of options to acquire 36,774 shares of
its common stock.
The unaudited pro forma financial information presented below gives effect to
the assumptions that the sales of common shares and warrants and the exercise of
options occurred as of February 29, 2000.
The unaudited pro forma financial information presented below should be read in
conjunction with the notes hereto and the financial statements of OXIS.
Financial statements of OXIS as of December 31, 1999 are included in the
Company's annual report on form 10-K filed with the Securities and Exchange
Commission.
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<TABLE>
<CAPTION>
Unaudited Pro Forma Balance Sheet of
OXIS International, Inc.
As of February 29, 2000
Pro forma
Historical adjustments Pro forma
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 425,000 $5,725,000 (1) $ 6,193,000
43,000 (2)
Accounts receivable 733,000 733,000
Inventories 1,268,000 1,268,000
Prepaid and other 45,000 45,000
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Total current assets 2,471,000 5,768,000 8,239,000
Property and equipment, net 764,000 764,000
Technology for developed products 834,000 834,000
Other assets 296,000 296,000
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Total assets $ 4,365,000 $ 5,768,000 $ 10,133,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 681,000 $ (160,000) (1) $ 521,000
Accounts payable 942,000 942,000
Accrued liabilities 344,000 (42,000) (1) 302,000
Current portion of
long-term debt 95,000 95,000
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Total current
liabilities 2,062,000 (202,000) 1,860,000
Long-term debt due after one year 191,000 191,000
Shareholders' equity:
Preferred stock - $.01 par
value; 15,000,000 shares
authorized:
Series B - 428,389
shares issued and
outstanding 4,000 4,000
Series C - 608,536
shares issued and
outstanding 6,000 6,000
Common stock - $.001 par
value; 95,000,000 shares
authorized 8,000 1,000 (1) 9,000
Additional paid in capital 52,762,000 5,926,000 (1) 58,731,000
43,000 (2)
Accumulated deficit (50,317,000) (50,317,000)
Accumulated foreign currency (351,000) (351,000)
translation adjustments
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Total shareholders' equity 2,112,000 5,970,000 8,082,000
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Total liabilities and
shareholders' equity $ 4,365,000 $ 5,768,000 $ 10,133,000
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</TABLE>
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OXIS International, Inc.
Notes to Unaudited Pro Forma Balance Sheet
February 29, 2000
1. To reflect the sale in March and April 2000 of 1,376,949 shares of common
stock together with warrants to purchase 2,753,898 shares of common stock as
follows:
Number of Shares Price per Share Proceeds
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1,021,394 $4.7500 $4,851,622
355,555 $3.9375 1,399,998
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1,376,949 6,251,620
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Less placement agent fees
and estimated expenses (325,000)
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Net proceeds $5,926,620
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Gross proceeds consist of:
Cash $6,050,000
Forgiveness of notes payable 160,000
Forgiveness of accrued interest 41,620
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$6,251,620
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2. To reflect the exercise in March and April 2000 of options to acquire 36,774
shares of common stock for $43,232.
