FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, the discussion and information presented in this report contain forward-looking statements that involve risks and uncertainties. Oxygen Biotherapeutics’ actual results could differ materially from those presented in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, unexpected problems and delays in product development, unexpected problems and delays in obtaining regulatory approvals, failure of third parties to meet funding commitments, inability to form agreements and strategic relationships that can facilitate development objectives, and other factors discussed in Oxygen Biotherapeutics’ Annual Report on Form 10-K for the year ended April 30, 2009, and subsequent filings made with the Securities and Exchange Commission. Oxygen Biotherapeutics cannot guarantee future results, levels of performance or achievements. Moreover, neither Oxygen Biotherapeutics nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Oxygen Biotherapeutics is under no obligation to update any of the forward-looking statements after the filing of this report to conform such statements to actual results or changes in expectations.
In a report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2009, Oxygen Biotherapeutics reported an amendment to the Securities Purchase Agreement dated June 8, 2009, between Oxygen Biotherapeutics and JP SPC 1 Vatea, Segregated Portfolio. (The original purchase agreement was reported under Item 3.02 in a report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2009.) A clinical trial for Oxycyte in traumatic brain injury was approved by Swissmedic, which is one of the milestones under the amended agreement that triggers the right of Oxygen Biotherapeutics to call for purchase and sale of common stock to JP SPC 1 Vatea. That call has been made, and as a result there was a partial closing on October 29, 2009, pursuant to which 160,000 shares (after giving effect to the 15 for 1 reverse split) were delivered to JP SPC 1 Vatea against payment to Oxygen Biotherapeutics of $600,000. A second partial closing occurred on November 20, 2009, under which Oxygen Biotherapeutics received $2.4 million in cash for 640,000 additional common shares issued to JP SPC 1 Vatea. On or before December 10, 2009, the amended agreement and call require JP SPC 1 Vatea to purchase an additional 800,000 shares for $3 million. In connection with the first two partial closings, Oxygen Biotherapeutics paid a consulting fee to Melixia SA, for services provided in connection with the securities purchase agreement with JP SPC 1 Vatea, which consists of $300,000 in cash and 40,000 shares of our restricted common stock. We also paid $45,000 in cash to another consultant that assisted with the securities purchase agreement. The shares are issued to JP SPC 1 Vatea and Melixia in reliance on the exemptions from registration set forth in Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.
SIGNATURES
Pursuant to the requirements of the Securities and 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: November 30, 2009 | | By: | | /s/ Chris J. Stern | |
| | | | Chris J. Stern, Chief Executive Officer | |
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