On February 5, 2013, Oxygen Biotherapeutics, Inc. (the "Company") entered into a License and Supply Agreement (the "Agreement") with the Cosmetics Division of Valor SA ("Valor") with respect to Dermacyte, a perfluorocarbon based cosmetic product currently manufactured and distributed by the Company. The Agreement grants Valor the exclusive right to sell, import, export, distribute, package, label and otherwise commercialize Dermacyte worldwide for a five year term. Valor is also authorized to sublicense the license granted under the Agreement provided that such sublicenses are consistent with the terms of the Agreement. The Agreement will become effective upon the Company's receipt from Valor of 75% of the estimated costs to complete certain product formulation and safety studies requested by Valor.

Under the Agreement, Valor will purchase bulk Dermacyte from the Company for 125% of the Company's actual manufacturing cost, and must pay the Company an annual, non-refundable license fee of $140,000, payable on a quarterly basis, with the first year's payment creditable against Dermacyte purchased by Valor in the first 12 months following the effective date of the Agreement. Valor must also pay the Company royalties of 5% of net sales of Dermacyte once Valor's aggregate net sales of Dermacyte equals or exceeds $10,000,000.

On February 11, 2013, the Company issued a press release regarding the Agreement described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01           Financial Statements and Exhibits

(d)      Exhibits

Exhibit No.        Description

Exhibit   99.1     Press Release dated February 11, 2013