13D Filing: Theorem Group, LLC Discloses Agreement with Oxis International Inc (OXIS)

Published on January 26, 2016 at 12:53 pm by Meena Krishnamsetty in Hedge Funds, News

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Page 2 of 5 SEC Filing

CUSIP No. 691829402
1. Names of Reporting Persons.
Theorem Group, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
3. SEC Use Only
4. Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization		California
Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power	2,096,480(1)(2)
	8. Shared Voting Power	0
	9. Sole Dispositive Power	2,096,480(1)(2)
	10. Shared Dispositive Power	0
11. Aggregate Amount Beneficially Owned by Each Reporting Person				2,096,480(1)(2)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)			9.9%(2)
14. Type of Reporting Person (See Instructions)

(1)

Theorem Group, LLC (“Theorem Group”) owns of record 2,096,480 shares of common stock, $0.01 par value per
share, of the Issuer. Theorem Group also holds convertible promissory notes of the Issuer that are convertible into a total of
1,096,244 shares of Issuer common stock and owns of record 12,500 shares of Series H Convertible Preferred Stock (“Series H
Preferred Stock”) of the Issuer, which shares are each convertible into 0.4 share of common stock of the Issuer, or a
total of 5,000 shares of Issuer common stock. The number of shares of common stock issuable upon conversion of the Series H
Preferred Stock and related information in this Amendment reflects a 1-for-250 reverse stock split purportedly effected by the
Issuer in December 2015. The holders of Series H Preferred Stock are entitled to cast with respect to the election of directors
of the Issuer and all other matters submitted to a vote of the stockholders of the Issuer the number of votes equal to the number
of shares of common stock issuable upon conversion of such share multiplied by 100, or 40 votes per share of Series H Preferred
Stock. Under the terms of the convertible promissory notes, Theorem Group is prohibited from converting the notes if, following
such conversion, Theorem Group would own beneficially more than 4.99% of the outstanding shares of Issuer common stock. The shares
of Series H Preferred Stock cannot be converted into shares of Issuer common stock if, following such conversion, Theorem
Group would own more than 9.99% of the outstanding shares of Issuer common stock. As a result of these conversion limitations,
the convertible promissory notes and Series H Preferred Stock held by Theorem Group are not convertible at present.

(2)

Based upon 20,997,004 outstanding shares of Issuer common stock. and assumes no conversion of any of the convertible promissory
notes or the Series H Preferred Stock held by Theorem Group. Theorem Group and the Issuer have agreed that all of the convertible
promissory notes and Series H Preferred Stock held by Theorem Group will be converted into shares of Issuer common stock upon
and subject to the Issuer’s successful completion of a financing of at least $6 million as described in Item 4 of this Amendment.