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): March 20, 2013
Oxygen Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34600
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26-2593535
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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£
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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£
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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£
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on September 20, 2012, Oxygen Biotherapeutics, Inc. (the “Company”) received a notice (the “Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”) advising the Company that for 30 consecutive trading days preceding the date of the Notice the Company failed to comply with the minimum market value of listed securities of $35 million required for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(b)(2) (“Rule 5550(b)(2)”). The Notice also said that the Company did not meet the alternative requirements under NASDAQ Listing Rules 5550(b)(1) and 5550(b)(3) for market value and net income standards, respectively.
In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company was granted 180 calendar days, or until March 19, 2013, to regain compliance with Rule 5550(b)(2). However, the Company was not able to regain compliance by March 19, 2013. As a result NASDAQ notified the Company by letter dated March 20, 2013 of the Staff’s decision to delist the Company’s securities from The NASDAQ Capital Market.
The letter provides that, unless the Company requests an appeal of this determination, trading of the Company’s common stock will be suspended at the opening of business on April 1, 2013, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on The NASDAQ Capital Market.
The Company intends to appeal the Staff’s determination by requesting a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”) to seek continued listing pending its return to compliance with the minimum market value requirement under Rule 5550(b)(2).
While the appeal is pending, the Company’s securities will not be delisted and the Form 25-NSE will not be filed. However, there can be no assurance that the Panel will grant the Company’s request for continued listing.
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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.
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Oxygen Biotherapeutics, Inc.
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Date: March 21, 2013
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By:
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/s/ Michael B. Jebsen | |
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Michael B. Jebsen
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Chief Financial Officer and Interim Chief Executive Officer
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