OXIS INTERNATIONAL INC
8-K, 2000-12-29
PHARMACEUTICAL PREPARATIONS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 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):

                               December 14, 2000

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

                           OXIS INTERNATIONAL, INC.
              (Exact name of Registrant as specified in charter)

       Delaware                        0-8092                     94-1620407
(State or other jurisdiction     (Commission File No.)       (IRS Employer
    of incorporation)                                        Identification No.)

           6040 N. Cutter Circle, Suite 317, Portland, Oregon 97217
        (Address of principal executive offices)            (Zip Code)

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

                                Not applicable
         (Former name or former address, if changed since last report)
<PAGE>

Item 5.  Other Events.

     The common stock, $0.001 par value (the "Common Stock"), of OXIS
International, Inc. (the "Company") is currently listed on the Nasdaq National
Market System.

     Nasdaq notified the Company on December 14, 2000 that because the minimum
bid price of the Common Stock has remained under $1.00 for 30 consecutive
trading days, the Common Stock does not currently meet Nasdaq's requirements for
continued listing on the Nasdaq National Market System. Consequently, if the bid
price of the Common Stock is not at least $1.00 for a minimum of ten consecutive
trading days before March 14, 2001, the Common Stock will become the subject of
a delisting notification from the Nasdaq National Market System. If the
Company's stock does not then satisfy the Nasdaq listing requirements, the
Company may seek review of the Nasdaq decision to de-list its stock. There can
be no assurance that the Company's Common Stock will satisfy the requirements
for continued listing on the Nasdaq National Market System, or that other
alternatives will be available, in which case, the Company's Common Stock would
be traded on the over-the-counter market.

     As discussed in the other filings, the Company will need additional
financing within the next twelve months. It may be more difficult for the
Company to raise additional financing if the Common Stock is delisted from the
Nasdaq National Market System, particularly if the Common Stock is reduced to
trading on the over-the-counter market. Delisting from the Nasdaq National
Market System may also adversely affect the market price and liquidity of the
Common Stock and may subject the Common Stock to the "penny stock rules"
contained in Section 15(g) of the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder. A copy of the letter addressed to the
Company dated December 14, 2000 from Nasdaq, including any exhibits thereto, is
included as Exhibit 99.1. Such letter is incorporated by reference into this
Item 5.


Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits.

          The following exhibits are filed herewith:

          99.1  Letter addressed to the Company dated December 14, 2000 from
          Nasdaq warning of delisting action.


                                  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 thereunto duly authorized.

                                          OXIS INTERNATIONAL, INC.
                                          (Registrant)


     Dated: December 28, 2000             By: /s/ Jon S. Pitcher
                                             ----------------------------------
                                              Jon S. Pitcher
                                              Vice President and Chief Financial
                                              Officer

                                       2
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                 Page No. in
                                                                            sequentially numbered
Exhibit No.     Description                                                     current report
-----------     -----------                                                     --------------
<S>              <C>                                                          <C>
99.1             Letter addressed to the Company dated December 14, 2000              4
                  from Nasdaq warning of delisting action
</TABLE>

                                       3


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