OXYGEN BIOTHERAPEUTICS, INC. (Form: 8-K, Received: 05/15/2013 16:24:59)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2013

Oxygen Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34600		26-2593535
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

ONE Copley Parkway, Suite 490

Morrisville, NC 27560

(Address of principal executive offices) (Zip Code)

(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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 10, 2013, Oxygen Biotherapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Amendment”) to effect a reverse stock split of the Company’s common stock at a ratio of twenty-to-one (the “Reverse Stock Split”) with the Secretary of State of the State of Delaware. The Amendment did not change the number of authorized shares, or the par value, of the Company’s common stock. The Amendment provides that the Reverse Stock Split became effective on May 10, 2013, at which time every twenty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company’s common stock.

The Amendment was approved by the stockholders of the Company at a special meeting of stockholders held on April 26, 2013, with the ratio of the Reverse Stock Split to be not less than ten-to-one and not more than fifty-to-one, as determined by the Company’s Board of Directors. The Company’s Board of Directors approved the Amendment with the twenty-to-one ratio on the same date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 8.01

Other Events.

On May 10, 2013, the Company issued a press release regarding the Reverse Stock Split described above under Item 5.03 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment of Certificate of Incorporation of Oxygen Biotherapeutics, Inc.
99.1	Press Release dated May 10, 2013

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.

Date: May 15, 2013	Oxygen Biotherapeutics, Inc.


	By: /s/ Michael B. Jebsen
	Michael B. Jebsen
	Chief Financial Officer and Interim Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of Certificate of Incorporation of Oxygen Biotherapeutics, Inc.
99.1	Press Release dated May 10, 2013

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF OXYGEN BIOTHERAPEUTICS, INC.

_____________________________________

PURSUANT TO SECTION 242 OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

_____________________________________

Oxygen Biotherapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST : That at a meeting of the Board of Directors of Oxygen Biotherapeutics, Inc., resolutions were duly adopted approving a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution adopted by the Board of Directors stating the proposed amendment is as follows:

RESOLVED , The Certificate of Incorporation of the corporation be amended by adding the following paragraph to ARTICLE IV thereof:

I. The issued and outstanding Common Stock of the corporation, $0.0001 par value, shall, at 5:00 p.m., Eastern Daylight Time, on May 10, 2013 (the “Effective Time”), be deemed to be “reverse stock split,” and in furtherance thereof, there shall, after the Effective Time, be deemed to be issued and outstanding one (1) share of the Common Stock of the Corporation for and instead of each twenty (20) shares of the Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time. To the extent that any stockholder shall be deemed after the Effective Time as a result of this Amendment to own a fractional share of Common Stock, such fractional share shall be deemed to be one whole share. Each stockholder as of the Effective Time shall be entitled to receive from the Corporation’s transfer agent a certificate representing the number of shares of the Common Stock to which such stockholder is entitled hereunder upon delivery to the Corporation’s transfer agent of a certificate or certificates representing the number of shares owned by such stockholder as of the Effective Time.

SECOND : That pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH : That the corporation’s number of shares of authorized capital stock of all classes, and the par value thereof, shall not be changed or affected under or by reason of said amendment.

FIFTH : That said amendment shall be effective at 5:00 p.m., Eastern Daylight Time, on May 10, 2013.

IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 10th day of May, 2013.

	OXYGEN BIOTHERAPEUTICS, INC .


	By: /s/ Michael B. Jebsen
	Michael B. Jebsen
	Chief Financial Officer and Interim Chief Executive Officer

Contact:

Ellen Corliss

SVP, Investor Relations &

Corporate Communications

Oxygen Biotherapeutics, Inc.

(919) 855-2112

Oxygen Biotherapeutics Announces 20:1 Reverse Stock Split Effective After Market Close on May 10 th

MORRISVILLE, NC, May 10, 2013 – Oxygen Biotherapeutics, Inc. (NASDAQ: OXBT), today announced the effectiveness of a 20-to-one reverse stock split of its common stock. The reverse stock split was approved by the Company’s stockholders at a Special Meeting of Stockholders held on April 26, 2013, and was approved by the Company’s Board of Directors on that same date.

The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. Notwithstanding the reverse stock split, there can be no assurance that the Company will be able to regain compliance with the minimum bid price or other NASDAQ continued listing requirements or maintain its listing. As a result of the reverse stock split, every 20 shares of the Company’s common stock issued and outstanding prior to the opening of trading on May 13, 2013 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.0001. No fractional shares will be issued as a result of the reverse stock split. Instead, the company will round up to the nearest whole number the amount of shares stockholders would be entitled to receive in connection with the reverse stock split.

Trading of the Company’s common stock on the NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Monday, May 13, 2013, under new CUSIP number 69207P308. Shares of the Company’s common stock will continue to trade under the symbol “OXBT”. Immediately subsequent to the reverse stock split, there will be approximately 1,931,628 shares of the Company’s common stock issued and outstanding.

The Company has retained its transfer agent, Interwest Transfer Company, to act as its exchange agent for the reverse split. Interwest will provide shareholders of record as of the effective date a letter of transmittal providing instructions for the exchange of their certificates, if they wish to do so, however, an exchange is not required. Shareholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.

For more information regarding the Company’s reverse stock split, please refer to the definitive proxy statement filed by the Company with the Securities and Exchange Commission on Schedule DEF 14A on March 28, 2013. The definitive proxy statement is available online on the company’s Investor website page ( http://www.oxybiomed.com/investors.html ) under the SEC Filings tab.

About Oxygen Biotherapeutics, Inc.

Oxygen Biotherapeutics, Inc. is developing medical products that efficiently deliver oxygen to tissues in the body. The company has developed a proprietary perfluorocarbon (PFC) therapeutic oxygen carrier called Oxycyte® that is currently in clinical and preclinical studies for intravenous delivery for indications such as traumatic brain injury, decompression sickness and stroke. The company is also developing PFC-based creams and gels for topical delivery to the skin for dermatologic conditions and potentially wound care. In addition, the Company has commercialized its Dermacyte® line of skin care cosmetics for the anti-aging market. Dermacyte is now out-licensed to Valor Cosmetics of Switzerland.

Caution Regarding Forward-Looking Statements

This news release contains certain forward-looking statements by the company that involve risks and uncertainties and reflect the company’s judgment as of the date of this release. The forward-looking statements are subject to a number of risks and uncertainties including matters beyond the company’s control that could lead to the company not remaining in compliance with NASDAQ rules, delisting from NASDAQ if compliance is not maintained, delays in new product introductions and customer acceptance of these new products, and other risks and uncertainties as described in our filings with the Securities and Exchange Commission, including in the current Form 10-Q filed on March 18, 2013, and our annual report on Form 10-K filed on July 24, 2012, as well as other filings with the SEC. The company disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

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