UNITED STATES
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):  12/29/2010
 
Oxygen Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34600
 
Delaware
  
26-2593535
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2530 Meridian Parkway
Durham, NC 27713
(Address of principal executive offices, including zip code)
 
919-855-2100
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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:

[  ]   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 1.01.    Entry into a Material Definitive Agreement
 
On December 29, 2010, Oxygen Biotherapeutics, Inc. (the "Company") entered into a First Amendment to Note Purchase Agreement (the "Amendment") with JP SPC 1 Vatea, Segregated Portfolio (the "Purchaser"), which amends the Note Purchase Agreement between the Company and the Purchaser dated as of October 12, 2010. The Amendment removes the prior deadline of December 31, 2010 by which the Company agreed to issue and sell to the Purchaser an aggregate of up to $5,000,000 of senior unsecured promissory notes (each a "Note" and collectively, the "Notes") and establishes a schedule of closing dates for the Notes through April 25, 2011. The Purchaser is (i) a party to a securities purchase agreement with the Company, dated June 8, 2009, and subsequently amended, and (ii) a holder of approximately 13.68% of the Company's outstanding common stock. In addition, Mr. Gregory Pepin, a director of the Company, is Investment Manager to the Purchaser.

The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, such document attached hereto, which is incorporated herein by reference.

 
 
Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment is incorporated by reference in this Item 2.03.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)        Exhibits

EXHIBIT NO.        DESCRIPTION

Exhibit 10.1        First Amendment to Note Purchase Agreement, dated December 29, 2010,between Oxygen Biotherapeutics, Inc. and JP SPC 1 Vatea, Segregated Portfolio.

 

 

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.
 
           
Oxygen Biotherapeutics, Inc.
 
 
Date: December 30, 2010
     
By:
 
/s/    Chris Stern
               
Chris Stern
               
CEO
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
First Amendment to Note Purchase Agreement, dated December 29, 2010, between Oxygen Biotherapeutics, Inc. and JP SPC 1 Vatea, Segregated Portfolio.

Exhibit 10.1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

 

This First Amendment to NOTE PURCHASE Agreement (this " First Amendment ") is made and dated as of December 29, 2010 by and among Oxygen Biotherapeutics, Inc., a Delaware corporation (the " Company "), and the purchasers (individually, a " Purchaser " and collectively, the " Purchasers ") listed on Exhibit A to the Note Purchase Agreement dated as of October 12, 2010 (the " Agreement "). The Company and the Purchasers are collectively referred to herein as the " Parties ." Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS , the Parties entered into the Agreement and now desire to amend the Agreement.

NOW, THEREFORE , in consideration of the premises, covenants and agreements set forth herein and of other good and valuable consideration, the receipt and legal sufficiency of which they hereby acknowledge, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendments to Agreement .

(a) The first recital of the Agreement shall be, and it hereby is, amended and restated in its entirety as follows:

"WHEREAS, the Company desires to enter into this Agreement with the Purchasers to issue and sell Five Million Dollars ($5,000,000) of promissory notes in substantially the form attached hereto as Exhibit B (individually, a " Note ," and collectively the " Notes "); and

(b) Section 2.1 of the Agreement shall be, and it hereby is, amended and restated in its entirety as follows:

2.1 Closings . The purchase and sale of the Notes (the " Closing " and the date upon which such Closing occurs, the " Closing Date ") shall occur as set forth below. At its option the Company may elect to issue and sell Notes to different Purchasers, up to an aggregate amount not to exceed the Maximum Offering Amount, at separate closings hereunder as set forth on Exhibit A , each of which shall be referred to as a " Closing " and the date upon which any such Closing occurs, a " Closing Date ." The Company and the Purchasers agree that the Notes to be issued in each Closing shall be sold pursuant to and subject to the provisions of this Agreement, modified solely to reflect the date of such Closing and principal amount of such Note.

(c) Exhibit A to the Agreement shall be, and it hereby is, replaced in its entirety by Exhibit A to this First Amendment.

2. Reference to and Effect on the Agreement .

(a) From and after the effective date hereof each reference in the Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to the Agreement, and each reference in any agreement to be delivered in connection with the Closing under the Agreement to the "Agreement," "thereunder," "thereof" or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.

(b) Except as specifically amended above, the Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

3. Execution in Counterparts . This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

4. Governing Law . This First Amendment shall be governed by, construed and enforced in accordance with the laws of the State of North Carolina without regard to any applicable conflicts of law.

 

[Signature page follows]

 

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above.

Oxygen Biotherapeutics, Inc.

By: /s/ Chris J. Stern

Name: Chris J. Stern

Title: Chief Executive Officer

By: /s/ Michael B. Jebsen

Name: Michael B. Jebsen

Title: Chief Financial Officer

JP SPC 1 Vatea, Segregated Portfolio

By: /s/ Gregory Pepin

Name: Gregory Pepin

Title: Investment Manager

 

 

 

Exhibit A

Purchaser

Closing Date

Amount of Note

JP SPC 1 Vatea, Segregated Portfolio

Rue du Borgeaud, 10b

Gland, Switzerland 1196

December 31, 2010 or earlier

$1,600,000

January 15, 2011

400,000

January 31, 2011

600,000

February 25, 2011

800,000

March 25, 2011

800,000

April 25, 2011

800,000

TOTAL

$5,000,000