oxbt_424b3.htm

Filed pursuant to Rule 424(b)(3)

Registration No. 333-187466

PROSPECTUS SUPPLEMENT NO. 11

(to Prospectus dated July 21, 2013)

5,369 Shares of Series C 8% Convertible Preferred Stock

(and 2,753,348 Shares of Common Stock Underlying the Series C 8% Convertible Preferred Stock)

Warrants to Purchase up to 2,753,348 Shares of Common Stock

(and 2,753,348 Shares of Common Stock Issuable From Time to Time Upon Exercise of Warrants)

This prospectus supplement modifies and supplements the prospectus of Oxygen Biotherapeutics, Inc. (the “Company”) dated July 21, 2013 (as supplemented on July 25, 2013, July 31, 2013, August 13, 2013, August 23, 2013, August 26, 2013, September 17, 2013, October 25, 2013, November 8, 2013 and November 19, 2013) relating to 5,369 shares of Series C 8% Convertible Preferred Stock (and 2,753,348 shares of common stock issuable upon conversion of the Series C 8% Convertible Preferred Stock) and warrants exercisable for 2,753,348 shares of common stock at an exercise price of $2.60 per share (and 2,753,348 shares of common stock issuable upon exercise of the warrants).

This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus. This prospectus supplement is qualified in its entirety by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

This prospectus supplement includes the attached Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2013.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is December 9, 2013.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 4, 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:

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

Oxygen Biotherapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders on December 4, 2013 (the “Annual Meeting”). The stockholders considered the five proposals described below, each of which is described in more detail in the Company’s definitive proxy statement dated November 4, 2013. As of October 18, 2013, the record date for the Annual Meeting, there were 5,445,315 shares of common stock issued, outstanding and entitled to vote. At the Annual Meeting, 2,895,950 shares of common stock were represented in person or by proxy, constituting a quorum. The final number of votes cast for and against, as well as the number of abstentions and broker non-votes, with respect to each proposal are set forth below.

Proposal 1: To elect the five director nominees to the Company’s Board of Directors to serve until the sooner of the election and qualification of their successors or the next Annual Meeting of our Stockholders. The votes were cast as follows:

	Votes For		Withheld		Broker Non-Votes
Ronald R. Blanck, DO		593,036		9,387		2,293,527
William A. Chatfield		598,036		4,387		2,293,527
Anthony A. DiTonno		595,038		7,385		2,293,527
Gregory Pepin		591,130		11,293		2,293,527
Chris A. Rallis		598,032		4,391		2,293,527

All director nominees were duly elected.

Proposal 2: To approve our offering of Series D 8% Convertible Preferred Stock and Warrants to JP SPC3 OXBT Fund. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
580,457		17,760		4,206		2,293,527

Proposal 2 was approved.

Proposal 3: To ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2014. The votes were cast as follows:

For		Against		Abstain
2,887,937		2,634		5,379

Proposal 3 was approved.

Proposal 4: To approve, on an advisory basis, Named Executive Officer compensation. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
577,593		15,621		9,209		2,293,527

Proposal 4 was approved on an advisory basis.

Proposal 5: To approve, on an advisory basis, the frequency of future advisory votes on executive compensation. The votes were cast as follows:

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
127,519		466,624		4,789		3,491		2,293,527

The stockholders approved, on an advisory basis, an advisory vote on executive compensation every two years.

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: December 9, 2013	By:	/s/ Michael B. Jebsen
		Michael B. Jebsen
		Chief Financial Officer