FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/23/2009 |
3. Issuer Name and Ticker or Trading Symbol
OXIS INTERNATIONAL INC [ OXIS.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series H Convertible Preferred Stock | (1) | (1) | Common Stock | (1) | (1) | I(2) | Theorem Group, LLC(2) |
0% Convertible Debenture | 10/01/2009 | 09/30/2011 | Common Stock | 1,800,000(3) | $0.05 | I(2) | Theorem Group, LLC(2) |
Series A Warrant | 10/01/2009 | 09/30/2014 | Common Stock | 1,800,000(4) | $0.0625 | I(2) | Theorem Group, LLC(2) |
Series B Warrant | 10/01/2009 | 09/30/2014 | Common Stock | 1,800,000(4) | $0.075 | I(2) | Theorem Group, LLC(2) |
Explanation of Responses: |
1. Exercisable at any time. No expiration date. The number of shares into which one share of Series H Preferred Stock is convertible is determined by dividing the Stated Value of $1.00 per share by the lesser of (a) $0.01 and (b) 60% of the average of the 3 lowest trading prices occurring at any time during the 20 trading days preceding conversion, provided that the holder does not at any time beneficially own more than 9.9% of the Issuer's Common Stock then outstanding. Although the terms of the Series H Preferred Stock limits the holder's ability to convert its shares, the holder is currently entitled to vote the Series H Preferred Stock on an as converted basis multiplied by 100, or 250,000,000 shares of Common Stock. |
2. The reporting person is a managinig director of Theorem Group, LLC. The reporting person disclaims beneficial ownership of the securities held by Theorem Group, LLC, except to the extent of his pecuniary interest therein. |
3. Theorem Group purchased the 0% convertible debenture in the principal amount of $90,000, and is convertible into Common Stock provided that the holder does not at any time beneficially own more than 4.99% of the Issuer's Common Stock then outstanding. This limitation may be waived upon 61 days' prior notice to the Issuer, provided that in no event shall the limitation exceed 9.9%. |
4. The Series A Warrant and Series B Warrant are exercisable into Common Stock provided that the holder does not at any time beneficially own more than 4.99% of the Issuer's Common Stock then outstanding. This limitation may be waived upon 61 days' prior notice to the Issuer, provided that in no event shall the limitation exceed 9.99%. |
/s/ Anshuman Dube | 03/24/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |