$OXIS Form 8-K

ITEM 1.01 Entry into a Material Definitive AgreementThe Company’s wholly owned subsidiary Oxis Biotech, Inc., a Delaware corporation, executed a definitive licensing and development agreement with MultiCell Immunotherapeutics, Inc. (MCIT) concerning the development of certain antibody-drug conjugates (ADCs). These ADCs are thought to be useful for the treatment of triple-negative breast cancer, and multiple myeloma and associated osteolytic lesions which are significant unmet medical needs.

Under the terms of the agreement, MCIT will develop three ADC product candidates which contain OXIS’ lead drug candidates OXS-2175 and OXS-4235. OXIS paid MCIT a license fee of $500,000 and will reimburse MCIT up to $1.125 million for its development costs to make the three ADCs exclusively licensed to OXIS. Assuming all clinical development milestones are achieved and manufacturing rights to the three ADCs purchased, OXIS will pay MCIT an additional sum of $22.75 million and pay a royalty of 3% of net yearly worldwide sales upon marketing approval of the ADCs. A copy of the agreement is attached to this filing as Exhibit 10.4. A copy of the press release announcing the execution of the agreement is attached to this filing as Exhibit 99.

ITEM 3.02 Unregistered Sales of Equity Securities.The Registrant (hereinafter the “Company”), has issued nine convertible debentures to a total of seven separate investors in the total aggregate face amount of $2,050,000 Each debenture accrues interest at the rate of 10% per annum. The debentures are convertible into common shares of the Company at the rate of $0.025 per share. Each debenture recipient also received warrants for the purchase of common shares of the Company at the exercise price of $0.03 per share. The number of common shares that can be purchased pursuant to the warrants is equal to the number of common shares into which the corresponding debenture can be converted. The securities were issued pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933 since there was no public offering in connection with the issuance of the securities and pursuant to Rule 506(b) of Regulation D. The debentures and warrants were issued pursuant to the transaction documents in the form attached to this filing as Exhibits 10.1, 10.2 and 10.3.

ITEM 9.01 Exhibits Exhibit No. Description of Exhibit 10.1 10% Senior Convertible Debenture 10.2 Securities Purchase Agreement 10.3 Common Stock Purchase Warrant 10.4 Agreement with MCIT 99 Press Release Announcing the Execution of the Agreement with MCIT