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OXBT > SEC Filings for OXBT > Form 8-K on 15-May-2013All Recent SEC Filings

Show all filings for OXYGEN BIOTHERAPEUTICS, INC. | Request a Trial to NEW EDGAR Online Pro



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Oth

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 10, 2013, Oxygen Biotherapeutics, Inc. (the "Company") filed a Certificate of Amendment to the Company's Certificate of Incorporation (the "Amendment") to effect a reverse stock split of the Company's common stock at a ratio of twenty-to-one (the "Reverse Stock Split") with the Secretary of State of the State of Delaware. The Amendment did not change the number of authorized shares, or the par value, of the Company's common stock. The Amendment provides that the Reverse Stock Split became effective on May 10, 2013, at which time every twenty shares of the Company's issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company's common stock.

The Amendment was approved by the stockholders of the Company at a special meeting of stockholders held on April 26, 2013, with the ratio of the Reverse Stock Split to be not less than ten-to-one and not more than fifty-to-one, as determined by the Company's Board of Directors. The Company's Board of Directors approved the Amendment with the twenty-to-one ratio on the same date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 8.01 Other Events.

On May 10, 2013, the Company issued a press release regarding the Reverse Stock Split described above under Item 5.03 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
3.1         Certificate of Amendment of Certificate of
            Incorporation of Oxygen Biotherapeutics, Inc.
99.1        Press Release dated May 10, 2013

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