8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  January 2, 2014 (December 26, 2013)

OxySure Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-54137	71-0960725
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

10880 John W. Elliott Drive, Suite 600, Frisco, TX	75033
(Address of principal executive offices)	(Zip Code)

(972) 294-6450

Registrant's telephone number, including area code

(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))

Item 1.01. Entry into a Material Definitive Agreement.

On December 26, 2013, OxySure Systems, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited institutional investors (the “Investors”), pursuant to which the Company sold and issued 750 units comprised of preferred stock and warrants at a price of $1,000 per unit in a closing that occurred on the same date (the “Closing”). The preferred stock sold and issued to the Investors comprises 750 shares of the Company’s newly created Series B 6% Convertible Preferred Stock (the “Series B Stock”). The $750,000 aggregate purchase price for the units sold and issued in the Closing was paid in cash.

Each unit consists of one share of the Series B Stock and a warrant (“Warrant”) to purchase approximately 909 shares of the Company’s common stock (“Common Stock”), at an exercise price of $1.20 per share. The Warrants were exercisable immediately upon issuance and will expire on the fourth anniversary of the date the Warrants became exercisable. The Warrants include a cashless exercise provision which is only applicable if the Common Stock underlying the Warrants is not subject to an effective registration statement or otherwise cannot be sold without restriction pursuant to Rule 144.

The Series B Stock accrues an annual dividend of 6 percent beginning six months after the Closing. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B 6% Convertible Preferred Stock filed by the Company with the Delaware Secretary of State on December 20, 2013 (the “Certificate of Designation”), each share of Series B Stock will be convertible at any time at the holder’s option into shares of Common Stock at an initial conversion price of $.55 per share of Common Stock.  The conversion price of the Series B Stock is subject to full-ratchet anti-dilution adjustment in the event the Company issues securities, other than certain excepted issuances, at a price below the then current conversion price. The conversion price of the Series B Stock also is subject to proportional adjustment for stock splits, stock dividends, recapitalizations and the like.

The Common Stock underlying the Series B Stock and Warrants has not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information set forth above is qualified in its entirety by reference to the actual terms of the Certificate of Designation, the Purchase Agreement, and the Warrant, and which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The sale and issuance of the units to the Investors at the Closing comprising the Series B Stock and the Warrants, and the issuance of shares of Common Stock upon exercise and conversion thereof, or as dividend payments on the Series B Stock, have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Sections 3(a)(9) and 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The Investors have represented that they are accredited investors, as that term is defined in Regulation D, and that they are acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

Item 7.01. Regulation FD Disclosure.

On January 2, 2014, the Company issued a press release announcing the $750,000 financing. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 7.01 and in Exhibit 99.1 attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 2, 2014
OXYSURE SYSTEMS, INC.,
a Delaware corporation
By:	/s/ Julian T. Ross
	Julian T. Ross
ITS:	Chief Executive Officer, President
	Chief Financial Officer, and Secretary

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EX-99.1

Exhibit 99.1

OxySure Systems (OXYS) Closes $750,000 Institutional Private Placement

FRISCO, Texas, January 2, 2014 -- OxySure(R) Systems, Inc. (OXYS: OTCQB) ("OxySure," or the "Company"), a medical device innovator of life-saving, easy-to-use emergency oxygen solutions with its "oxygen from powder" technology, today announced that it has closed a $750,000 private placement with accredited institutional investors.

The Company entered into a definitive purchase agreement with the investors pursuant to which the Company has sold 750 units of preferred stock and warrants at a price of $1,000 per unit. Each unit consists of one share of Series B convertible preferred stock and a warrant to purchase approximately 909 shares of common stock, at an exercise price of $1.20 per share. The warrants are exercisable immediately upon issuance and will expire on the fourth anniversary of the date the warrants became exercisable. The Series B preferred stock accrues an annual dividend of 6 percent beginning six months after closing. In total, the Series B preferred is convertible into approximately 1,363,636 shares of common stock, and the warrants are exercisable for approximately 681,818 shares of common stock for additional total gross proceeds to the Company of approximately $818,182 if exercised.  The net proceeds to the Company from the offering, after deducting due diligence fees and other offering expenses payable by us, was approximately $677,000, to be used primarily for general corporate purposes.

OxySure Chairman and CEO Julian T. Ross stated: "We believe that this financing from fundamental institutional investors gets us to our next significant milestone and we are looking forward to proceeding with executing our business plan, which is now supported by a stronger balance sheet. We believe this investment led by an experienced and respected institutional health care investor is a significant endorsement of our product value proposition and growth trajectory."

The securities described herein have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.

About OxySure Systems, Inc.

OxySure Systems, Inc. (OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The company owns numerous issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. OxySure's products improve access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other "Immediately Dangerous to Life or Health" (IDLH) environments. www.OxySure.com

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this release that are not historical facts, including, without limitation, statements that relate to the Company's expectations with regard to the future impact on the Company's results from new products in development, may be deemed to be forward-looking statements. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. These statements are subject to risks and uncertainties. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management. Readers are urged not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. Except as may be required under applicable law, we assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release. Additional information on risks and other factors that may affect the business and financial results of OxySure Systems, Inc. can be found in the filings of OxySure Systems, Inc. with the U.S. Securities and Exchange Commission.

Contact:

Christian Hansen

Maximum Performance Advisors, Inc.

858-381-4677

christian@maximumperformanceadvisors.com