Oxygen Biotherapeutics, Inc. (NASDAQ: OXBT) today announced the pricing of a public offering and the entry into definitive agreements with investors for the sale of securities with gross proceeds to the Company of approximately $5.4 million. Under the terms of the agreements, Oxygen will issue registered shares of Series C 8% convertible preferred stock (the “Series C Stock”) with an aggregate stated value of approximately $5.4 million, which are convertible into common stock of the Company at $1.95 per share. The transaction also provides for the issuance by the Company of registered warrants, exercisable for six years, to purchase up to an aggregate of approximately 2.8 million shares of common stock of the Company with an initial exercise price of $2.60. Oxygen plans to use the proceeds from the transaction to further its clinical trials and efforts to obtain regulatory approval of Oxycyte ®, develop its product candidates, including dermatologic indications using its topical gel, support manufacturing of Oxycyte, for research and development and for general corporate purposes, including working capital and potential acquisitions. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSEMKT: LTS), is serving as the exclusive placement agent on the transaction. “The proceeds from this transaction, along with our continued initiatives to reduce our cash burn rate, should provide us with the liquidity necessary to fund our projected operating requirements through the remainder of our fiscal year,” said Michael B. Jebsen, Chief Financial Officer, President and Interim Chief Executive Officer of Oxygen. The offering is expected to close on or about Tuesday, July 23, 2013, subject to the satisfaction of customary closing conditions. A more complete description of the terms and conditions of the financing will be available in the Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).