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): August 31, 2012
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 August 31, 2012. The stockholders considered the three proposals described below, each of which is described in more detail in the Company’s definitive proxy statement dated August 1, 2012. 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
|
Against
|
Broker Non-Votes
|
|||
|
Ronald R. Blanck, DO
|
8,874,742
|
66,587
|
8,524,880
|
||
|
Gregory Pepin
|
8,806,190
|
135,139
|
8,524,880
|
||
|
William A. Chatfield
|
8,874,057
|
67,272
|
8,524,880
|
||
|
Chris A. Rallis
|
8,469,265
|
472,064
|
8,524,880
|
||
|
Anthony A. DiTonno
|
7,344,774
|
1,586,555
|
8,524,880
|
All director nominees were duly elected.
Proposal 2: To approve our December 2011 offering of securities to certain institutional investors. The votes were cast as follows:
|
For (1)
|
Against
|
Abstain (1)
|
Broker Non-Votes
|
|||
|
8,848,328
|
81,044
|
5,957
|
8,524,880
|
|
(1)
|
Represents votes cast on Proposal 2 as received by the Company. For the purpose of determining that Proposal 2 was approved pursuant to NASDAQ rules, 942,000 shares (representing the aggregate number of shares of common stock issued in connection with the December 2011 financing) that voted in favor of Proposal 2 were deemed to have abstained.
|
Proposal 2 was approved.
Proposal 3: To ratify the appointment of Cherry, Bekaert & Holland, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2013. The votes were cast as follows:
|
For
|
Against
|
Abstain
|
||
|
17,141,170
|
84,785
|
234,254
|
Proposal 3 was approved.
2
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.
|
Date: September 7, 2012
|
Oxygen Biotherapeutics, Inc.
|
||
|
By:
|
/s/ Michael B. Jebsen
|
||
|
Michael B. Jebsen
|
|||
|
|
Chief Financial Officer and Interim
Chief Executive Officer
|
||
3