-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UqHUqeHfZUaBdpCme+sRdfNSut1+oO/UNDXWvdRJFXGU93gtx7fhgVJXiOyGZTFN iKp3rtdpU4SBp7aTsFPQng== 0001032210-00-000717.txt : 20000413 0001032210-00-000717.hdr.sgml : 20000413 ACCESSION NUMBER: 0001032210-00-000717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000306 ITEM INFORMATION: FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXIS INTERNATIONAL INC CENTRAL INDEX KEY: 0000109657 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 941620407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08092 FILM NUMBER: 599258 BUSINESS ADDRESS: STREET 1: 6040 N CUTTER CIRCLE STE 317 CITY: PORTLAND STATE: OR ZIP: 97217 BUSINESS PHONE: 5032833911 MAIL ADDRESS: STREET 1: 6040 N CUTTER CIRCLE STE 317 CITY: PORTLAND STATE: OR ZIP: 97217 FORMER COMPANY: FORMER CONFORMED NAME: DDI PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC DATA INC /DE/ DATE OF NAME CHANGE: 19850312 8-K 1 FORM 8-K 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 ------------- OXIS INTERNATIONAL, INC. ------------------------ (Exact name of registrant as specified in its charter) Delaware 0-8092 94-1620407 - -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Identification Jurisdiction of Number Incorporation 6040 N Cutter Circle, Suite 317, Portland, OR 97217 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code (503) 283-3911 ------------------------------ - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 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 ---------------------------- Name: Jon S. Pitcher Title: Chief Financial Officer 3 EXHIBIT INDEX Page No. in sequentially numbered Exhibit No. Description current report - ----------- ----------- -------------- 99(a) Unaudited Pro Forma Financial Information 5 4 EX-99.(A) 2 UNAUDITED PRO FORMA FINANCIAL INFORMATION 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.
Unaudited Pro Forma Balance Sheet of OXIS International, Inc. As of February 29, 2000 Pro forma Historical adjustments Pro forma ASSETS 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 -------------- ------------ ------------ 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 -------------- ------------ ------------ Total assets $ 4,365,000 $ 5,768,000 $ 10,133,000 ============== ============ ============ 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 -------------- ------------ ------------- 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 -------------- ------------ ------------- Total shareholders' equity 2,112,000 5,970,000 8,082,000 -------------- ------------ ------------- Total liabilities and shareholders' equity $ 4,365,000 $ 5,768,000 $ 10,133,000 ============== ============ =============
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 ---------------- --------------- -------- 1,021,394 $4.7500 $4,851,622 355,555 $3.9375 1,399,998 --------- ---------- 1,376,949 6,251,620 ========= Less placement agent fees and estimated expenses (325,000) ---------- Net proceeds $5,926,620 ========== Gross proceeds consist of: Cash $6,050,000 Forgiveness of notes payable 160,000 Forgiveness of accrued interest 41,620 ---------- $6,251,620 ========== 2. To reflect the exercise in March and April 2000 of options to acquire 36,774 shares of common stock for $43,232. -----END PRIVACY-ENHANCED MESSAGE-----