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) January 15, 2004
AXONYX INC.
(Exact name of Registrant as Specified in its Charter)
Nevada 000-25571 86-0883978
(State or Other Jurisdiction (Commission file Number) (IRS Employer
of Incorporation) Identification No.)
500 Seventh Avenue, 10th Floor, New York, New York 10018
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 645-7704
Item 2. Acquisition or Disposition of Assets.
As disclosed on a Schedule 13 D (the "13D") filed by Axonyx on January 16,
2004, Axonyx entered into separate agreements on January 15, 2004 with 25
holders of Common Stock ("Oxis Common Stock") of Oxis International, Inc.
("Oxis") to purchase their shares of Oxis Common Stock in exchange for shares of
Axonyx common stock ("Axonyx Common Stock"). Oxis is a biopharmaceutical
diagnostic company engaged in the development of research diagnostics,
nutraceuticals and therapeutics in the field of oxidative stress.
Axonyx will be acquiring an aggregate of 13,912,571 shares of Oxis Common
Stock in consideration for its issuance of an aggregate of 1,609,995
unregistered shares of Axonyx Common Stock. Axonyx has also agreed to register
its shares being issued in the exchange in the near future. The shares of Oxis
Common Stock to be acquired by Axonyx represent 52.89% of the Oxis Common Stock
currently outstanding, based on Oxis' Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2003.
The exchange ratio for the securities being exchanged is 0.1157187 share
of Axonyx Common Stock for every one (1) share of Oxis Common Stock being
acquired by Axonyx (with a rounding up of fractional interests). The ratio was
based on the average reported closing prices for the common stock of the Company
and Axonyx for the ten-day trading period commencing December 26, 2003 and
ending January 9, 2004.
If Axonyx is deemed to be the beneficial owner of an additional 1,161,532
shares of Oxis Common Stock owned by Dr. Marvin S. Hausman, its Chairman of the
Board and Chief Executive officer, Axonyx will own 15,074,103 shares, or 57.35%
of the Oxis Common Stock currently outstanding. In the 13D, both Axonyx and Dr.
Hausman disclaimed beneficial ownership of each other's shares of Oxis Common
Stock and disclosed that there is no agreement between them or with any other
third party, oral or written, relating to the voting or disposition of any
shares of Oxis Common Stock. Dr. Hausman was a director of Oxis from March 7,
2002 until November 13, 2003.
The holders of the Oxis Common Stock being exchanged with Axonyx
("Sellers") are either members of and investors in Meridian Financial Group, LLP
("Meridian"), which acquired 1,500,000 shares of Oxis' Series F Preferred Stock
and 1,500,000 warrants from Oxis in a private placement transaction in March
2002, or the stockholders of Triax Capital Management, Inc., a Nevada
corporation ("Triax"), which is the managing member of Meridian. In June 2003,
Meridian converted its shares of Series F Preferred Stock into 15,000,000 shares
of Oxis Common Stock and distributed such shares, and the 1,500,000 warrants, to
its members/investors and to Triax, as managing member. Triax in turn
distributed its shares of Oxis Common Stock allocated to it as managing member
to its stockholders. Dr. Hausman was, until recently, an officer and stockholder
of Triax and recently disposed of his interest in Triax.
Since Dr. Hausman is the Chairman of the Board and Chief Executive Officer
of Axonyx,
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to avoid the appearance of any conflict of interest, he is not selling to Axonyx
any of the 1,161,532 shares of Oxis Common Stock he currently owns, which are
comprised of 332,845 shares obtained in June 2003 from Meridian as a
distribution to its member/investors, 780,300 shares obtained from Triax as a
distribution to its stockholders and 48,387 shares issued upon the exercise of
warrants held by Dr. Hausman.
The acquisitions of Oxis Common Stock by Axonyx will make it a controlling
stockholder of Oxis. Such acquisitions were made principally for investment
purposes and long-term appreciation and to assist in the further development and
potential commercial exploitation of Oxis' technologies, particularly those
relating to diagnosing and treating diseases caused by oxidative stress, which
Axonyx believes is complementary to its own technologies and to its focus on
central nervous system neuro-degenerative disorders. Axonyx will become the
largest stockholder of Oxis, and representatives of Axonyx have been in touch
and are working with members of Oxis' management and board of directors to
continue efforts to improve Oxis' operations and management, to complement its
board with designees of Axonyx and to discuss strategies for maximizing and
enhancing stockholder value.
In the 13D, Axonyx and Dr. Hausman disclosed that they do not have any
current intention to acquire additional shares of Oxis Common Stock or otherwise
to acquire Oxis or its assets.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Since Axonyx's acquisition of a controlling interest of Oxis Common Stock
will constitute the acquisition of a "significant amount of assets," it
will amend this current report on Form 8-K to include the financial
information required by this Item 7.
(b) Pro forma financial information.
See response to Item 7(a) above.
(c) Exhibits
10.1 Form of Agreement between Axonyx and a stockholder of Oxis
International, Inc.
99.1 Press Release dated January 20, 2004.
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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 on this 20th day of January, 2004.
AXONYX INC.
By: /s/ S. COLIN NEILL
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Name: S. Colin Neill
Title: Chief Financial Officer
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