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Published on 7/7/2015 in the Prospect News PIPE Daily.

OxySure wraps $3 million private placement of preferreds, convertibles

6% series C and series D convertible preferreds sold with notes

By Devika Patel

Knoxville, Tenn., July 7 – OxySure Systems Inc. said it settled a $3 million private placement of convertible preferred stock and convertible notes. The deal raised $2.7 million through the preferreds and $300,000 through the notes.

The company received the $1 million proceeds from the first tranche of the finance on June 30.

Investors paid the remaining $2 million into an escrow account. It will be released when OxySure’s common stock is uplisted to a national exchange.

In the first tranche, the company sold 385,000 of 6% series C preferreds.

The preferreds have a stated value of $2.00 each and were sold with an original issue discount of 10%.

They pay a 6% dividend quarterly in cash or stock and can be called for the first eight months or until a registration statement is effective with the Securities Exchange Commission, whichever comes soonest. The redemption premium is 35%.

On uplisting of the company’s stock, the preferreds convert at the higher of $0.49 and a 35% discount to the current market price.

The investors have an option to purchase a further 385,000 preferreds.

OxySure also issued two convertible notes for $300,000 in the first tranche.

The second tranche is made up of 1.05 million series D convertible preferreds with a stated value of $2.00 per share.

The company sold the series D preferreds at a $100,000 original issue discount.

The series D preferreds pay a 6% dividend quarterly in cash or stock and can be called for the first six months or until a registration statement is effective with the Securities Exchange Commission, whichever comes soonest. The redemption premium is 35%.

They preferreds convert at the higher of $0.49 and a 20 discount to the current market price.

Proceeds will be used to pay down existing convertible notes, for uplisting expenses and working capital.

Based in Frisco, Texas, OxySure has developed a technology that creates medically pure oxygen from two dry, inert proprietary powders. With this technology, oxygen is generated on demand.

Issuer:OxySure Systems Inc.
Issue:Series C convertible preferred stock, series D convertible preferred stock, convertible notes
Amount:$3 million
Warrants:No
Settlement date:June 30
Stock symbol:OTCBB: OXYS
Stock price:$0.55 at close June 29
Market capitalization:$14.56 million
Series C convertible preferreds
Amount:$693,000
Preferred shares:385,000
Stated amount:$2.00
Price:90% of stated amount
Dividends:6%
Conversion price:The higher of $0.49 and a 35% discount to the market price of the stock
Call:For first eight months or until a registration statement is effective with the Securities Exchange Commission, whichever comes soonest, at a premium of 35%
Convertible notes
Amount:$300,000
Series D convertible preferreds
Amount:$2 million
Preferred shares:1.05 million
Stated amount:$2.00
Price:$2 million total, a $100,000 discount
Dividends:6%
Conversion price:The higher of $0.49 and a 20% discount to the market price of the stock
Call:For first six months or until a registration statement is effective with the Securities Exchange Commission, whichever comes soonest, at a premium of 35%

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