Delaware
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26-2593535
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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ONE Copley Parkway, Suite 490
Morrisville, North Carolina 27560
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27560
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Title of securities
to be registered
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Amount to be
registered
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Proposed
maximum
offering
price per share (1)
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Proposed maximum
aggregate offering
price (1)
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Amount of
registration fee
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Common Stock, par value $0.0001 per share
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3,960,000 | (2) | $ | 4.805 | $ | 19,027,800 | $ | 2,450.78 |
(1) |
Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average of the high and low prices of the Common Stock, par value $0.0001 per share, of Oxygen Biotherapeutics, Inc. reported on the Nasdaq Capital Market on May 29, 2014.
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(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.
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Item 3.
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Incorporation of Documents by Reference.
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Item 8.
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Exhibits.
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Exhibit No.
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Description
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4.1
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Certificate of Incorporation (incorporated herein by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2008)
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4.2
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Certificate of Amendment of the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2009)
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4.3
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Certificate of Amendment of the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2013)
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4.4
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Certificate of Designations of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 25, 2012)
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4.5
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Certificate of Designations of Series B-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 22, 2013)
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4.6
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Certificate of Designations of Series B-2 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 22, 2013)
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4.6
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Certificate of Designation of Series C 8% Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2013)
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4.6
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Certificate of Designation of Series D 8% Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2013)
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4.7
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Certificate of Designation of Series E Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2013)
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4.8
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Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2008)
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5.1
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Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
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23.1
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Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (Contained in Exhibit 5.1)
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24.1
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Power of Attorney (Contained on signature page)
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99.1
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Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 13, 2008)
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99.2
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Amendment No. 1 to Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan
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99.3
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Amendment No. 2 to Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan
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Item 9.
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Undertakings.
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OXYGEN BIOTHERAPEUTICS, INC.
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By:
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/s/ Michael B. Jebsen
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Michael B. Jebsen
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President and Chief Financial Officer
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Name
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Title
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Date
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/s/ John P. Kelley
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Chief Executive Officer
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June 2, 2014
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John P. Kelley
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(Principal Executive Officer) | |||
/s/ Michael B. Jebsen
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Chief Financial Officer
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June 2, 2014
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Michael B. Jebsen
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( Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Ronald R. Blanck, DO
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Director
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June 2, 2014
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Ronald R. Blanck, DO
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/s/ William A. Chatfield
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Director
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June 2, 2014
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William A. Chatfield | ||||
/s/ Anthony DiTonno
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Director
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June 2, 2014
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Anthony DiTonno
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/s/ Gregory Pepin
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Director
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June 2, 2014
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Gregory Pepin
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/s/ Gerald Proehl
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Director
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June 2, 2014
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Gerald Proehl
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/s/ Chris Rallis
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Director
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June 2, 2014
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Chris Rallis
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Exhibit No.
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Description
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4.1
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Certificate of Incorporation (incorporated herein by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2008)
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4.2
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Certificate of Amendment of the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2009)
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4.3
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Certificate of Amendment of the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2013)
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4.4
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Certificate of Designations of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 25, 2012)
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4.5
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Certificate of Designations of Series B-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 22, 2013)
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4.6
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Certificate of Designations of Series B-2 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 22, 2013)
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4.6
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Certificate of Designation of Series C 8% Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2013)
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4.6
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Certificate of Designation of Series D 8% Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2013)
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4.7
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Certificate of Designation of Series E Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2013)
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4.8
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Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2008)
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5.1
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Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
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23.1
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Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (Contained in Exhibit 5.1)
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24.1
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Power of Attorney (Contained on signature page)
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99.1
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Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 13, 2008)
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99.2
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Amendment No. 1 to Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan
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99.3
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Amendment No. 2 to Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan
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OFFICES
Wells Fargo Capitol Center
Suite 2300
Raleigh, North Carolina 27601
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June 2, 2014
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MAILING ADDRESS
P.O. Box 2611
Raleigh, North Carolina
27602-2611
TELEPHONE: (919) 821-1220
FACSIMILE: (919) 821-6800
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