-----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, IQ+8ak1RjNGg8zvCmJUz+0HRGlYbvLym4HYN/izSwgAxJ78FDRv+BJm8rrkOm1DC OqlgZ2H8DX5AktB6UkFnIw== 0001032210-00-002416.txt : 20010101 0001032210-00-002416.hdr.sgml : 20010101 ACCESSION NUMBER: 0001032210-00-002416 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001229 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: 798775 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 0001.txt FORM 8-K 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) 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 EXHIBIT INDEX
Page No. in sequentially numbered Exhibit No. Description current report - ----------- ----------- -------------- 99.1 Letter addressed to the Company dated December 14, 2000 4 from Nasdaq warning of delisting action
3 EX-99.1 2 0002.txt LETTER TO THE CO. FROM NASDAQ WARNING OF DELISTING EXHIBIT 99.1 [On NASDAQ Letterhead] By Facsimile and First Class Mail December 14, 2000 Mr. Jon S. Pitcher Chief Financial Officer OXIS International, Inc. 6040 N. Cutter Circle, Ste. 317 Portland, Oregon 97217-3935 Re: OXIS International, Inc. (the "Company") Dear Mr. Pitcher: The Company's common stock has failed to maintain a minimum bid price of $1.00 over the last 30 consecutive trading days as required by Marketplace Rule 4450(a)(5) (the "Rule")./1/ Therefore, in accordance with Marketplace Rule 4310(c)(8)(B), the Company will be provided 90 calendar days, or until March 14, 2001, to regain compliance with this Rule./2/ If at anytime before March 14, 2001, the bid price of the Company's common stock is at least $1.00 for a minimum of 10 consecutive trading days, Staff will determine if the Company complies with the Rule. However, if the Company is unable to demonstrate compliance with the Rule on or before March 14, 2001, Nasdaq will provide the Company with written notification pursuant to Marketplace Rule 4815(a) that Staff has determined to delist its common stock. At that time, the Company may request a review of Staff's determination pursuant to Marketplace Rule 4800 Series. If you have any questions concerning the compliance issues discussed above, please contact Janel McBain, Senior Analyst at (301) 978-8045. Sincerely, /s/ Timothy J. Malinowski Timothy J. Malinowski Associate Director Nasdaq Listing Qualifications - ------------------------------ /1/ The Company also does not meet the maintenance requirements under Maintenance Standard 2. See attached chart. /2/ The 90 day period related exclusively to the bid price deficiency. The Company may be delisted during the 90 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during the period. The Nasdaq Stock Market, Inc., an NASD Company 9801 Washingtonian Blvd., Gaithersburg, MD 20878 877 536 2737 4 NASDAQ NATIONAL MARKET CONTINUED INCLUSION REQUIREMENTS The following table identifies the National Market maintenance standards. Each incidence of non-compliance is denoted with an "X". COMPANY SYMBOL: OXIS Maintenance Standard Maintenance Standard Standards 1 2 - ------------------------------------------------------------------------------------------------- Net Tangible Assets/3/ $4 million N/A - ------------------------------------------------------------------------------------------------- Market Capitalization N/A $50 million X OR Total Assets ($50 million AND Total Revenue $50 million) - ------------------------------------------------------------------------------------------------- Public Float (shares)/4/ 750,000 1.1 million - ------------------------------------------------------------------------------------------------- Market Value of $5 million $15 million Public Float - ------------------------------------------------------------------------------------------------- Bid Price $1 X $5 X - ------------------------------------------------------------------------------------------------- Round Lot 400 400 Shareholders/5/ - ------------------------------------------------------------------------------------------------- Market Makers/6/ 2 4 - ------------------------------------------------------------------------------------------------- Corporate Governance Yes Yes - -------------------------------------------------------------------------------------------------
/3/ Net Tangible Assets = Total Assets - Total Liabilities - Goodwill - Redeemable Securities /4/ Public float is defined as total shares outstanding less any shares held by officers, directors, or beneficial owners of 10 percent or more. /5/ Round lot holders are holders of 100 shares or more. /6/ An Electronic Communication Network ("ECN") is not considered an active market maker. 5 -----END PRIVACY-ENHANCED MESSAGE-----