Page 4 of 5 SEC Filing
| ITEM 1. | SECURITY AND ISSUER. |
This Amendment No. 2 (this “Amendment”)
relates to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February
19, 2010, as amended by Amendment No. 1 filed with the Commission on March 29, 2011 (as so amended, the “Schedule 13D”)
by Theorem Group, LLC, a California limited liability company (“Theorem Group”), and Anshuman Dube, the Managing
Director of Theorem Group, with respect to the common stock, par value $0.001 per share of Oxis International, Inc., a Delaware
corporation (the “Issuer”). Theorem Group and Mr. Dube are sometimes referred to collectively herein as the
“Reporting Persons.”
| ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended
and supplemented by the following information:
Restructuring Agreements
As previously reported by the Issuer, effective
January 8, 2016, the Issuer entered in various agreements with its security holders to effect the recapitalization of the Issuer.
As part of the recapitalization, Theorem Group entered into with the Issuer and other security holders of the Issuer a warrant
exercise agreement under which Theorem Group exercised on January 8, 2016 on a “net” cashless exercise basis warrants
to purchase capital stock of the Issuer and received a total of 2,096,480 shares of common stock of the Issuer.
Theorem Group also entered into with the
Issuer and other security holders of the Issuer a note conversion agreement under which Theorem agrees to convert all of the convertible
promissory notes of the Issuer held by Theorem Group into a total of 1,096,244 shares of Issuer common stock and a preferred stock
exchange agreement under which Theorem Group agrees to exchange 12,500 shares of Series H Convertible Preferred Stock of the
Issuer held by Theorem Group for 2,001,346 shares of common stock of the Issuer, in each case, upon and subject to the Issuer’s
successful completion of a financing of not less than $6 million.
The preferred stock exchange agreement provides
that, during the one-year period immediately following the closing (as defined in the preferred stock exchange agreement), Theorem
Group may not sell any shares of common stock of the Issuer in excess of the following limitations: (a) on any one day, the number
of shares of Issuer common stock equal to 10% of the Issuer’s trading volume for the immediately preceding trading day; and
(b) in any 22 trading day period, the number of shares of the Issuer common stock equal to 10% of the Issuer’s trading volume
for such 22 trading day period.
The warrant exercise agreement, the note
conversion agreement and the preferred stock exchange agreement are set forth as Exhibits 10.1, 10.2 and 10.3, respectively, to
the Issuer’s Current Report on Form 8-K filed with the Commission on January 8, 2016 and are hereby incorporated
herein by reference. The foregoing descriptions are qualified in their entirety by the text of the warrant exercise agreement,
the note conversion agreement and preferred stock exchange agreement, respectively.
Except as described in this Item 4,
the Reporting Persons have no plan or arrangement with respect to the matters called for in Item 4 of Schedule 13D.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The disclosures in Item 4 above are hereby
incorporated by reference into this Item 6.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
The warrant exercise agreement, the note
conversion agreement and the preferred stock exchange agreement are hereby incorporated herein by reference to Exhibits 10.1, 10.2
and 10.3, respectively, to the Issuer’s Current Report on Form 8-K filed with the Commission on January 8, 2016.
