On February 20, 2013, Oxygen Biotherapeutics, Inc. (the "Company") issued a press release announcing that it has reached a tentative oral settlement of all litigation pending between the Company and Tenor Opportunity Master Fund, Ltd., Aria Opportunity Fund, Ltd. and Parsoon Opportunity Fund, Ltd. 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 20, 2013