Filed pursuant to Rule 424(b)(3)
Registration No. 333-187466
PROSPECTUS SUPPLEMENT NO. 13
(to Prospectus dated July 21, 2013)
5,369 Shares of Series C 8% Convertible Preferred Stock
(and 2,753,348 Shares of Common Stock Underlying the Series C 8% Convertible Preferred Stock)
Warrants to Purchase up to 2,753,348 Shares of Common Stock
(and 2,753,348 Shares of Common Stock Issuable From Time to Time Upon Exercise of Warrants)
This prospectus supplement modifies and supplements the prospectus of Oxygen Biotherapeutics, Inc. (the “Company”) dated July 21, 2013 (as supplemented on July 25, 2013, July 31, 2013, August 13, 2013, August 23, 2013, August 26, 2013, September 17, 2013, October 25, 2013, November 8, 2013, November 19, 2013, December 9, 2013 and December 17, 2013) relating to 5,369 shares of Series C 8% Convertible Preferred Stock (and 2,753,348 shares of common stock issuable upon conversion of the Series C 8% Convertible Preferred Stock) and warrants exercisable for 2,753,348 shares of common stock at an exercise price of $2.60 per share (and 2,753,348 shares of common stock issuable upon exercise of the warrants).
This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus. This prospectus supplement is qualified in its entirety by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.
This prospectus supplement includes the attached Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2013.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is December 20, 2013.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 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)
919-855-2100
(Registrant’s telephone number, including area code)
N/A
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On December 9, 2013, Oxygen Biotherapeutics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission to report the final results for each of the matters submitted to a vote of stockholders at its 2013 Annual Meeting of Stockholders held on December 4, 2013 (the “Annual Meeting”). This amendment is being filed to update and amend Item 5.07 of the Original Form 8-K. Other than as described herein, this amendment does not amend any other information previously filed in the Original Form 8-K, which information is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company is filing this amendment to the Original Form 8-K to report that, consistent with the voting results of the stockholders at the Annual Meeting, the Company’s Board of Directors has determined to hold an advisory vote on compensation of the Company’s named executive officers every two years until the next stockholder vote on the frequency of say-on-pay votes under Section 14A of the Securities Exchange Act of 1934, as amended, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.
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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.
| Date: December 20, 2013 | Oxygen Biotherapeutics, Inc. | |
By: /s/ Michael B. Jebsen | ||
Michael B. Jebsen | ||
| Chief Financial Officer |
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