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): March 1, 2010
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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000-08092
(Commission
File Number)
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94-1620407
(I.R.S.
Employer Identification No.)
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468
N. Camden Dr., 2nd Floor
Beverly
Hills, California
(Address of
Principal Executive Offices)
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90210
(Zip
Code)
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(310)
860-5184
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
name, former address, and former fiscal year, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (See General Instruction A.2 below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
1, 2010, Oxis International, Inc. (the “Company”) accepted the resignation, also
dated March 1, 2010, of Maurice Spitz, a member of the Company’s Board of
Directors. Mr. Spitz had no disagreements with the Company on any matter
relating to the Company's operations, policies or practices.
Effective March 5, 2010, Anshuman Dube was appointed to the Company's
Board of Directors to fill in the vacancy created by Mr. Spitz's
resignation. Mr. Dube will not receive any compensation for his services
as a director.
Mr. Dube
co-founded Theorem Capital, LLC, a
Los Angeles based private equity firm specializing in consumer brands,
in 2005, and has been its managing director since its
formation. Mr. Dube also is the managing director of Theorem Group,
LLC, an affiliate of Theorem Capital, LLC. Theorem is a corporate advisory
and business development firm. Mr. Dube has over twelve years of
experience in the private equity and asset management
industries. Prior to launching Theorem Capital LLC in 2005, Mr. Dube
was the co-founder of Mercator Advisory Group, also known as M.A.G. Capital, a
PIPE fund manager with over $200 million of equity capital. Prior
thereto, Mr. Dube was a Senior Associate at Century Financial Partners, a
late-stage venture capital and private equity firm based in Los Angeles with
over $300 million in equity capital. Mr. Dube holds a B.S. degree in
Computer Engineering from the University of Southern California.
Theorem
Group, LLC currently beneficially owns in excess of 77% of the Company’s voting
capital stock.
Since
October 2009, the Company has sub-leased office space from Theorem Capital,
LLC. These offices, which are located at 2049 Century Park East,
Suite 3630, Los Angeles, California, are leased on a month-to-month basis at a
monthly rate of $5,000 per month. The Company has paid Theorem
Capital, LLC an aggregate of approximately $30,000 in rent since the inception
of the lease. The Company believes, based on rents in the Los Angeles
metropolitan area, that the rental fee charged by Theorem Capital, LLC is at
least as favorable as the Company could have obtained from an unaffiliated
person.
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.
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Date: March
5, 2010
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OXIS
INTERNATIONAL, INC.
By:/s/
ANTHONY CATALDO
Anthony
Cataldo, Chief Executive Officer
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