The stockholders of Oxygen Biotherapeutics, Inc. will hold a Special Meeting of Stockholdersan annual meeting (the “Special“Annual Meeting”) on April 26,December 4, 2013, at 9:00 a.m. at the offices of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. located at Wells Fargo Capitol Center, 150 Fayetteville Street, Suite 2300, Raleigh, North Carolina 27601.

The purpose of the meeting is to propose and act upon the following matters:

At the SpecialAnnual Meeting we may transact such other business as may properly come before the meeting.

The above matters are described in the Proxy Statement accompanying this notice.

The Board has fixed the close of business on March 20,October 18, 2013 as the record date for determining those stockholders who will be entitled to notice of and to vote at the SpecialAnnual Meeting. Representation of at least a majority in voting interest of our common stock, either in person or by proxy, is required to constitute a quorum for purposes of voting on the proposals set forth above.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIALANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. Your proxy may be revoked at any time prior to the time it is voted at the SpecialAnnual Meeting.

Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented.

The board of directors (the “Board of Directors” or the “Board”) of Oxygen Biotherapeutics, Inc. is asking for your proxy for use at the Special2013 Annual Meeting of Stockholders (the “Special“Annual Meeting”) and any adjournments of the meeting. The meeting will be held at the offices of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. located at Wells Fargo Capitol Center, 150 Fayetteville Street, Suite 2300, Raleigh, North Carolina 27601 on April 26,December 4, 2013, at 9:00 a.m. local time, to elect the five director nominees described in this Proxy Statement, to approve our February 2013 securities offering of Series D 8% Convertible Preferred Stock and Warrants, to approve an amendmentratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm, to our certificatesolicit advisory (nonbinding) approval of incorporationnamed executive officer compensation, to effectsolicit advisory approval of the reverse stock split,frequency of future advisory votes on named executive officer compensation and to conduct such other business as may be properly brought before the meeting.

All references in this Proxy Statement to “Oxygen,” “we,” “our,” and “us” mean Oxygen Biotherapeutics, Inc.  All numbers of shares or share prices relating to our common stock in this Proxy reflect the 1-for-20 reverse stock split of our common stock on May 10, 2013.

Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name as the stockholder of record. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

You are entitled to one vote for each share of our common stock that you hold.

Votes cast by proxy or in person at the SpecialAnnual Meeting will be counted by persons appointed by us to act as tellers for the meeting. The tellers will count shares represented by proxies that withhold authority to vote for a nominee for election as a director only as shares that are present and entitled to vote for purposes of determining the presence of a quorum. None of the withheld votes will be counted as votes “for” a director. Shares properly voted to “abstain” and broker non-votes on a particular matter are considered as shares that are entitled to vote for the purpose of determining a quorum but are generally not treated as votes cast for the matter. Abstentions do not count as a vote against the proposals.  A broker non-vote occurs when a broker holding shares for a customer does not vote on a particular proposal because the broker has not received voting instructions on the matter from its customer and is barred by stock exchange rules from exercising discretionary authority to vote on the matter.

If you are a stockholder of record, you may vote using any of the following methods:

If you are a beneficial owner because your shares are held in a stock brokerage account or by a bank or other nominee, to vote your shares you must direct your broker, bank or nominee how to vote your shares by using the voting instructions included in the mailing you received, or attend the SpecialAnnual Meeting by following the directions below under “Who Can Attend the SpecialAnnual Meeting?”

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the SpecialAnnual Meeting by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or nominee.

The Board has fixed the record date for the SpecialAnnual Meeting as of the close of business on March 20,October 18, 2013.

To be approved, our February 2013 securities offering requires approval by a majorityFor the election of the totaldirectors, the five directors who receive the greatest number of votes cast in person or by proxy (exclusive of any shares that were issued pursuant to our February 2013 securities offering).will be elected directors.

The amendment toapproval of our certificateoffering of incorporation to effect the reverse stock splitSeries D 8% Convertible Preferred Stock and Warrants requires approval by a majority of the total votes cast in person or by proxy.

If there are insufficient votes to approve the proposals,ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm, your proxy may be voted by the persons named in the proxy to adjourn the SpecialAnnual Meeting in order to solicit additional proxies in favor of the approval of such proposals. If the SpecialAnnual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the SpecialAnnual Meeting your proxy will be voted in the same manner as it would have been voted at the original convening of the SpecialAnnual Meeting unless you withdraw or revoke your proxy. Your proxy may be voted in this manner even though it may have been voted on the same or any other matter at a previous session of the SpecialAnnual Meeting.

All stockholders as of March 20,October 18, 2013 may attend the SpecialAnnual Meeting. If you are listed as stockholder of record you may attend the SpecialAnnual Meeting if you bring proof of identification. If you are the beneficial owner of shares held in street name, you will need to bring proof of identification and provide proof of ownership by bringing either a copy of a brokerage statement or a letter from the record holder indicating that you owned the shares as of March 20,October 18, 2013.

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

We file periodic reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 15(d) of the Securities Exchange Act of 1934. Our SEC filings are available from the SEC’s Internet site at http://www.sec.gov, which contains reports and other information regarding issuers that file electronically. Our filings with the SEC are available without charge on our website (http://www.oxybiomed.com) as soon as reasonably practicable after filing. Further, the reports filed with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at (800) 732-0330 for further information on the Public Reference Room.

If you are the stockholder of record, please contact:

If your shares are held in street name, please call the telephone number provided on your voting instruction form or contact your broker directly.

All five of the persons nominated for election to the Board of Directors at the Annual Meeting are currently serving as our directors. We are not aware of any nominee who will be effected simultaneously for all outstanding shares of our common stock.  The reverse stock splitunable or will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, exceptdecline to the extent that the reverse stock split results in any of our stockholders owningserve as a fractional share.  Common stock issued pursuantdirector. If a nominee becomes unable or declines to the reverse stock split will remain fully paid and nonassessable.  The reverse stock split will not affect our continuing to be subject to the periodic reporting requirements of the Exchange Act.

Dr. Blanck brings to the exchange agent certificates representing pre-split shares in exchangeBoard an intimate knowledge of our military system and the unique health care challenges they face. As a director, Dr. Blanck has provided invaluable assistance to the Board as our company strives to bring innovative medical products that address the needs of our wounded military personnel. As chairman, he provides strategic leadership and focus to the Board and to management.

 We will not issue fractional shares in connection withMr. Chatfield serves on the reverse stock split.  Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole post-split share.

UnderWe believe that Mr. DiTonno’s extensive corporate experience and financial background qualifies him to serve on our Board and provides valuable insight to the Delaware General Corporation Law,company. Mr. DiTonno was recommended by a third-party director search firm engaged by the Corporate Governance and Nominating Committee to identify and recruit candidates for consideration as director nominees.

Mr. Pepin’s investment management experience and skills qualify him to appraisal rightsserve on our Board, and provide the Board with respectvaluable insight into the investment community.

We believe that Mr. Rallis’ strong background in raising capital, business development and operations developed through his leadership at other companies operating within the biomedical industry qualifies him to serve on our Board. Mr. Rallis was recommended by our outside counsel to the reverse stock split,Corporate Governance and we do not intend to independently provide stockholders with any such right.Nominating Committee for consideration as a director nominee.

We have adopted a Code of Ethics applicable to qualify asall of our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer, a “reorganization” under Section 368copy of which will be provided to any person, free of charge, upon request. A request for a copy of the Code.  AssumingCode of Ethics should be in writing and sent to Oxygen Biotherapeutics, Inc., Attn: Corporate Secretary, ONE Copley Parkway, Suite 490, Morrisville, North Carolina 27560.

In accordance with the reverse stock split qualifies as a reorganization, and subject to the note below regarding the receiptlisting rules of an additional fractionThe NASDAQ Stock Market LLC (“NASDAQ”), our Board of Directors must consist of a share,majority of “independent directors,” as determined in accordance with NASDAQ Rule 5605(a)(2). The Board has determined that Messrs. Blanck, Pepin, Chatfield, Rallis and DiTonno are independent directors in accordance with applicable NASDAQ listing rules. The Board performed a U.S. holder generally will not recognize gain or loss uponreview to determine the exchange of pre-split shares for post-split shares.  The aggregate tax basisindependence of the post-split shares received bydirector nominees and made a U.S. holdersubjective determination as to each of these independent director nominees that no transactions, relationships, or arrangements exist that, in the reverse stock split will beopinion of the sameBoard, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of our company. In making these determinations, the Board reviewed the information provided by the director nominees with regard to each individual’s business and personal activities as they may relate to us and our management.

In the fiscal year ended April 30, 2013, the Board met eight times and these meetings were attended by all of the directors that were serving at the time.  During the fiscal year ended April 30, 2013, each of our current directors attended at least 75% of the aggregate tax basis inof the pre-split shares surrendered by such U.S. holder.  The holding period for the post-split shares received by a U.S. holder in the reverse stock split will includetotal number of board meetings held during the period during whicheach has been a director and the pre-split shares surrendered by such U.S. holder in the reverse stock split were held.

The following table sets forth, as of March 12,October 18, 2013, the number and percentage of the outstanding shares of common stock and warrants and options that, according to the information supplied to us, were beneficially owned by (i) each person who is currently a director, (ii) eachour named executive officer, (iii) all current directors and executive officers as a group and (iv) each person who, to our knowledge, is the beneficial owner of more than five percent of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

As of the date of this proxy statement, the Board knows of no other matters that may come before the SpecialAnnual Meeting. However, if any matters other than those referred to herein should be presented properly for consideration and action at the SpecialAnnual Meeting, or any adjournment or postponement thereof, the proxies will be voted with respect thereto in accordance with the best judgment and in the discretion of the proxy holders.

 

We will bear the cost of this solicitation, including the preparation, printing, and mailing of the proxy statement, proxy card, and any additional soliciting materials sent by us to stockholders. Our directors, officers, and employees may solicit proxies personally or by telephone without additional compensation. In addition, we have engaged Issuer Direct, to assist in soliciting proxies.  We will pay the costs of soliciting proxies, including a fee of approximately $17,000 for its services.  We will also reimburse Issuer Direct for its reasonable out-of-pocket expenses, and will reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding proxy soliciting materials to the beneficial owners.

Only one annual report or proxy statement, as applicable, may be delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We will deliver promptly upon written or oral request a separate copy of the annual report or proxy statement, as applicable, to a stockholder at a shared address to which a single copy was delivered. Requests for additional copies should be directed to Investor Relations by e-mail addressed to e.corliss@oxybiomed.com, by mail addressed to Oxygen Biotherapeutics, Inc., Attn: Investor Relations, ONE Copley Parkway, Suite 490, Morrisville, North Carolina 27560, or by telephone at (919) 855-2100. Stockholders sharing an address and currently receiving a single copy may contact Investor Relations as described above to request that multiple copies be delivered in future years. Stockholders sharing an address and currently receiving multiple copies may request delivery of a single copy in future years by contacting Investor Relations as described above.