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Published on 6/15/2012 in the Prospect News PIPE Daily.

Oxygen Biotherapeutics amends $7.5 million convertible preferreds sale

Company revises schedule to settle remaining $4 million of preferreds

By Devika Patel

Knoxville, Tenn., June 15 - Oxygen Biotherapeutics, Inc. revised the terms of a $7.5 million private placement of its 7% series A convertible preferred stock on June 14, according to an 8-K filed Friday with the Securities and Exchange Commission.

The deal priced for $7.5 million Dec. 9, and the company raised $3.5 million on Dec. 12. It planned to raise $4 million on June 12 but instead will now raise that amount in two tranches. The company will now raise $2.5 million on June 15 and $1.5 million on Sept. 14. The change is due to Nasdaq stock market rules requiring stockholder approval to issue more than 20% of the company's outstanding common stock.

The 7,500 preferreds convert at $2.22 per common share. They are redeemable in six equal monthly installments.

Investors also will receive 50% warrant coverage for 1,689,192 common shares. Each warrant is exercisable at $2.22 for five years.

The strike price and conversion price are identical to the Dec. 8 closing share price.

William Blair & Co. is the agent.

Proceeds will be used for Oxycyte PFC development, clinical and preclinical trials, product development and general working capital.

The Morrisville, N.C., company develops biotechnology products with a focus on oxygen delivery to tissue.

Issuer:Oxygen Biotherapeutics, Inc.
Issue:Series A convertible preferred stock
Amount:$7.5 million
Preferreds:7,500
Dividends:7%
Conversion price:$2.22
Redemption:In six equal monthly installments
Warrants:50% coverage (warrants for 1,689,192 shares)
Warrant expiration:Five years
Warrant strike price:$2.22
Agent:William Blair & Co.
Pricing date:Dec. 9
Settlement dates:Dec. 12 (for $3.5 million), June 15 (for $2.5 million), Sept. 1 (for $1.5 million)
Stock symbol:Nasdaq: OXBT
Stock price:$2.22 at close Dec. 8
Market capitalization:$49.62 million

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