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Published on 6/8/2009 in the Prospect News PIPE Daily.

New Issue: Oxygen Biotherapeutics announces $5 million share placement, warrant exchange offer

By Angela McDaniels

Tacoma, Wash., June 8 - Oxygen Biotherapeutics, Inc. said it agreed to issue 20 million shares of its restricted common stock to Vatea Fund, Segregated Portfolio for $5 million.

The investor will purchase the shares on July 10, according to a company news release.

The securities purchase agreement establishes milestones for product development and regulatory targets and other objectives, after which Vatea Fund is required to purchase additional shares of common stock at a price of $0.25 per share.

Included in the eight milestones are Oxycyte being designated as an orphan drug for the indication of traumatic brain injury by the Food and Drug Administration and the company's stock being listed on the American Stock Exchange, New York Stock Exchange or Nasdaq.

Warrant exchange offer

The company also began an offer to exchange cash and restricted common stock for some of its common-stock purchase warrants.

Warrants eligible for exchange are the company's class I warrants to purchase 60,167,845 shares at an exercise price of $0.247, the class II warrants to purchase 57,997,409 shares at an exercise price of $0.245 and the class III warrants to purchase 2,266,666 shares at an exercise price of $0.47.

The company is offering $0.04 in cash and one-half of a share for each of the class I and class II warrants. For the class III warrants, it is offering $0.001 in cash and one-quarter of a share for each warrant.

The company will first accept all tendered class I warrants, then class II warrants and finally the class III warrants, according to an 8-K filing with the Securities and Exchange Commission.

Oxygen expects to accept no more than 80 million warrants. There is no minimum total number of warrants that must be offered for exchange.

The offer ends July 9.

If less than 60 million warrants are acquired under the offer and assuming all of the milestones under the securities purchase agreement are met, Vatea Fund will be obligated to purchase 40 million additional shares for $10 million. If more than 60 million warrants are acquired, Vatea Fund will be obligated to purchase 60 million additional shares for $15 million.

Oxygen is a biotechnology company based in Costa Mesa, Calif., that is focused on developing Oxycyte, a product alternative to transfused blood for use in surgical and similar medical situations.

Issuer:Oxygen Biotherapeutics, Inc.
Issue:Shares of restricted common stock
Amount:$5 million
Shares:20 million
Price:$0.25
Warrants:No
Investor:Vatea Fund, Segregated Portfolio
Pricing date:June 8
Settlement date:July 10
Stock symbol:OTCBB: OXBO
Stock price:$0.25 at close June 5
Market capitalization:$54.66 million

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