Company Update

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): February 21, 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 February 25, 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 its entry on February 22, 2013 into a Securities Purchase Agreement (the “Purchase Agreement”) relating to, among other things, a registered direct offering of $1.6 million of shares of the Company’s Series B-1 convertible preferred stock (the “Series B-1 Stock”) by the Company to an institutional investor.  The Series B-1 Stock was offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-165733).  This amendment is being filed solely to amend the Original Form 8-K to include Exhibit 5.1 hereto.  Other than as described above, this amendment does not amend any other information previously filed in the Original Form 8-K.     2     Item 9.01   Financial Statements and Exhibits (d)           Exhibits Exhibit No.   Description       Exhibit 4.1   Form of Certificate of Designations of Series B-1 Convertible Preferred Stock* Exhibit 4.2   Form of Certificate of Designations of Series B-2 Convertible Preferred Stock* Exhibit 4.3   Form of Warrant* Exhibit 5.1   Legal Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.** Exhibit 10.1   Placement Agency Agreement* Exhibit 10.2   Form of Securities Purchase Agreement* Exhibit 10.3   Form of Registration Rights Agreement* Exhibit 10.4   Form of Warrant Exchange Agreement* Exhibit 99.1   Press Release dated February 22, 2013*   * Previously filed as an exhibit to the Original Form 8-K ** Filed herewith       3   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: February 27, 2013 By: /s/ Michael B. Jebsen       Michael B. Jebsen       Chief Financial Officer and Interim  Chief Executive Officer               4     Exhibit Index   Exhibit No.   Description       Exhibit 4.1   Form of Certificate of Designations of Series B-1 Convertible Preferred Stock* Exhibit 4.2   Form of Certificate of Designations of Series B-2 Convertible Preferred Stock* Exhibit 4.3   Form of Warrant* Exhibit 5.1   Legal Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.** Exhibit 10.1   Placement Agency Agreement* Exhibit 10.2   Form of Securities Purchase Agreement* Exhibit 10.3   Form of Registration Rights Agreement* Exhibit 10.4   Form of Warrant Exchange Agreement* Exhibit 99.1   Press Release dated February 22, 2013*   * Previously filed as an exhibit to the Original Form 8-K ** Filed herewith   5