UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d)~~

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~August~~Date 8of Report (Date of earliest event reported): April 30, 2018

Date of Report (Date of earliest event reported)

OXYGEN THERAPY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-214306	81-2723728
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

233 Needham Street, Suite 300, Newton, MA		02464
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code 617-454-1199

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 (see General Instruction A.2. below):

[ ]	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~~Indicate by 1check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.~~01.~~405 ~~Entry~~of ~~Into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Item~~Emerging ~~5.01(b)~~growth ~~and~~company ~~(c) are incorporated by reference herein.~~[X]

~~Item~~If an ~~3.02. Unregistered~~emerging ~~Sales~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Equity~~the ~~Securities~~Exchange Act. [ ]

Item 5 4.01~~(c)~~ isChanges ~~incorporated~~in byRegistrant’s ~~reference~~Certifying ~~herein.~~Accountant

~~Item 5.01~~(a) ~~Changes~~Resignation inof ~~Control~~Liggett of& ~~Registrant~~Webb, P.A., Certified Public Accountants

(ai) On ~~August~~April 130, 2018, ~~Dr.~~Liggett ~~David~~& ~~Platt~~Webb, ~~and Mr~~P.A., ~~Offer~~(“Liggett ~~Binder,~~& ~~entered~~Webb”) ~~into~~resigned ~~Stock~~as ~~Purchase~~independent ~~Agreements~~auditors ~~(the~~of ~~“Stock~~Oxygen ~~Purchase~~Therapy, ~~Agreements~~Inc. (“OTI”). ~~with~~(ii) ~~Kadima~~During ~~Capital~~OTI’s ~~Partners~~fiscal years ended December 31, ~~LLC~~ ~~(“Kadima”)~~2016, ~~pursuant~~and tointerim ~~which~~periods ~~Dr.~~March ~~Platt~~31, ~~and~~2017, ~~Mr.~~June ~~Binder~~30, ~~agreed~~2017 toand ~~sell~~September to30, ~~Kadima~~2017, ~~prior~~there tohave ~~effect~~been tono ~~the~~disagreements ~~Reverse Split,~~with anLiggett ~~aggregate~~& ofWebb ~~11,950,000~~on ~~shares~~matters of ~~Common~~accounting ~~Stock~~principles ofor ~~the~~practices, ~~Company~~financial ~~(the~~statement ~~“Control~~disclosure ~~Shares”)~~or ~~for~~auditing ~~strategic~~scope ~~purposes~~or procedure which, ~~representing~~ ~~approximately~~if ~~60%~~not ofresolved to the ~~issued~~satisfaction ~~and~~of ~~outstanding~~Liggett ~~stock~~& ofWebb ~~the~~would ~~Company,~~have ~~for~~caused ~~aggregate~~Liggett ~~cash~~& ~~consideration~~Webb ofto ~~$10,000~~ make reference to such matter in ~~accordance~~connection with ~~the~~its ~~terms~~report. ~~and~~(iii) ~~conditions~~The resignation of ~~the~~Liggett ~~Stock~~& ~~Purchase~~Webb ~~Agreements.~~was ~~The~~accepted ~~source~~by the Board of ~~funds~~Directors ~~was~~of ~~from~~OTI ~~Kadima.~~on DrApril 30, 2018. ~~Platt~~(iv) ~~shall remain~~There aswere ~~the~~no ~~President~~disagreements ~~and~~with asLiggett a& ~~director~~Webb on any matter of ~~the~~accounting ~~Company~~principles ~~until~~or ~~such~~practices, ~~time~~financial asstatement ~~the~~disclosure, ~~Company~~or ~~becomes~~auditing ~~current~~scope inor ~~its~~procedure, ~~delinquent~~which, ~~reports with~~if ~~the~~not ~~Securities~~resolved ~~and~~to ~~Exchange~~Liggett ~~Commission.~~& ~~After~~Webb ~~giving~~satisfaction, ~~effect~~would have caused it to make reference to the ~~purchase~~subject matter of ~~Shares~~the disagreement(ass) ~~defined~~ in ~~Item~~connection 5with its report.01 (bv) ~~below), Kadima~~Liggett ~~will~~& ~~own~~Webb’s ~~98%~~report ofon the ~~outstanding~~financial ~~Common~~statements ~~Stock~~for the past year contained no adverse opinion or disclaimer of ~~the~~opinion ~~Company~~and were not qualified or modified as to uncertainty, audit scope or accounting principles.

~~The sale of the Control Shares was consummated~~OTI onhas ~~August~~furnished 8,Liggett ~~2018.~~& AsWebb with a ~~result~~copy of the ~~purchase~~foregoing ofdisclosure ~~the Shares~~ and ~~Control~~requested ~~Shares,~~Liggett ~~Kadima~~& ~~holds~~Webb ato ~~controlling~~furnish ~~interest~~it inwith a ~~the~~letter ~~Company~~addressed ~~and~~to ~~may unilaterally determine~~ the ~~election~~Securities ofand ~~the~~Exchange ~~Board~~Commission ~~and~~stating ~~other~~whether ~~substantive~~or ~~matters~~not ~~requiring~~it ~~approval~~agrees ofwith the ~~Company’s stockholders.~~foregoing Drstatements. ~~Daniel~~A ~~Teper~~copy of is the ~~managing~~letter ~~member~~ of ~~Kadima~~Liggett ~~and~~& isWebb ~~indirectly~~to the ~~beneficial~~Securities ~~owner of the Shares~~ and ~~the~~Exchange ~~Control Shares.~~Commission, Asdated ~~discussed~~August ~~below~~30, ~~Dr.~~2018, ~~Teper~~ is ~~the~~attached ~~new~~as ~~Chief Executive Officer and Chairman of the Board of the Company~~16.1hereto.

~~The~~(b) ~~foregoing~~Engagement ~~description~~ of ~~the~~Marcum ~~Purchase Agreement~~LLP does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.(“Marcum”)

~~(b)~~ On August 929, 2018, ~~Oxygen Therapies, Inc. (~~the ~~“Company”)~~Board ~~entered~~of ~~into~~Directors a Stock Purchase Agreement (the “Purchase Agreement”) with Kadima Capital Partners, LLC (“Kadima”), pursuant to which the Company agreed to issue and sell to Kadima, for strategic purposes in a private placement (the “Private Placement”) and after giving effect to the Reverse Split (as defined below), an aggregate of ~~3,000,000~~OTI ~~shares~~approved (the ~~“Shares”)~~engagement of ~~the~~Marcum. ~~Company~~as OTI’s ~~common~~independent ~~stock,~~public ~~par value $0.001 per share (the~~accountants ~~“Common~~for ~~Stock”),~~its atfiscal ayear ~~price~~ending ~~per~~December ~~share of $.001~~31, ~~for gross proceeds of $3,000~~2017. ~~The~~This ~~Company~~decision ~~retained~~was nofinalized ~~broker~~between orOTI ~~investment banker in the transaction~~ and ~~paid~~Marcum noon ~~related~~August ~~fees~~29, ~~or expenses~~2018. ~~The Company intends to use the proceeds for working capital.~~

~~The~~During OTI’s ~~foregoing~~two ~~description~~most ofrecent ~~the~~fiscal ~~Purchase~~years ended December 31, 2016 and 2017, and interim period subsequent to December 31, 2017, ~~Agreement~~OTI ~~does~~has not ~~purport~~consulted towith beMarcum. ~~complete~~on ~~and~~items isregarding ~~qualified~~either in(1) ~~its~~the ~~entirety~~application byof ~~reference~~accounting principles to ~~the~~a ~~full~~specified ~~text~~transaction, either ofcompleted or proposed; (2) the ~~form~~type of ~~Purchase~~audit opinion that might be rendered on the financial statements; or (3) the subject ~~Agreement,~~matter ~~which~~of isany ~~filed~~disagreement (as ~~Exhibit~~defined ~~10.10~~in toItem ~~this~~304 ~~Current~~(a) ~~Report~~(1)(iv) onor ~~Form~~Regulation 8S-K) ~~and~~or ~~incorporated~~reportable ~~herein~~event by(as ~~reference~~defined in Item 304 (a) (1)(v) or Regulation S-K) with OTI’s former auditor.

~~(c) Pursuant to the Private Placement on August~~Item 9, 2018, the Company sold the Shares to Kadima, an “accredited investor,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. ~~Kadima represented that it was acquiring the Shares for a strategic investment only and not with a view towards distribution thereof~~01. ~~Accordingly,~~Financial ~~the~~Statements ~~Shares have not been registered under the Securities Act~~ and ~~such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.~~Exhibits

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

EXHIBIT
NUMBER		DESCRIPTION

16.1		Letter from Liggett & Webb, P.A., CPA’s to the Securities and Exchange Commission, dated August 30, 2018.

After giving effect to the sale of Shares, the number of shares of Common Stock outstanding is 3,099,715 shares. Following the Reverse Split and the Private Placement, Kadima owns 98% of the outstanding shares of Common Stock of the Company which reflects the strategic potential of the development of the business of the Company after the change in control. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 300 million shares. The Common Stock is currently not traded on any market.2

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective as of August 3, 2018, Dr. David Platt resigned as Chief Executive Officer and Chairman of the Board of the Company. Dr. Platt’s resignation was not due to any disagreement with the Company’s operations, policies or practices.

Effective as of August 3, 2018, Mr. Ola Soderquist resigned as Chief Financial Officer and as a director of the Board of the Company. Mr. Soderquist’s resignation was not due to any disagreement with the Company’s operations, policies or practices. Mr. Soderquist has been retained by the Company as a consultant and acting Vice-President of Finance and Administration. Mr Soderquist will receive a compensation of $12,000 per month for his role.

Effective as of August 3, 2018, Messrs. Dale H. Conaway, Henry J. Esber, Anders Utter and Alan M. Hoberman resigned as directors of the Company. Their resignations were not due to any disagreement with the Company’s operations, policies or practices.

Effective as of August 3, 2018, Dr. Daniel Teper was appointed as the Chief Executive Officer, Chief Financial Officer, director and Chairman of the Board. Dr. Teper is not currently receiving any compensation for his service as Chief Executive Office, Chief Financial Officer or Chairman of the Board of Directors.

Daniel Gedeon Teper, Pharm. D., MBA, 58 is a biotech entrepreneur and a senior global pharmaceutical executive. He is the founder of Immune Pharmaceuticals where he built an immuno-inflammation and oncology clinical pipeline and listed the company on NASDAQ. Dr. Teper was the Chief Executive Officer of Immune Pharmaceuticals, Inc. from August 25, 2011 until April 21, 2017. Dr. Teper served as New York-based Managing Partner and Head of North America at Bionest Partners, a global management consulting firm, where he advised pharmaceutical and public biotechnology companies with respect to corporate strategy, business development, mergers and acquisitions, new product development and commercialization and has held commercial and general management positions at Novartis, GSK and Sanofi. Dr. Teper holds a Doctor of Pharmacy degree from Paris XI University and a Masters in Business Administration from INSEAD, where he was a J. Salmon scholar. We believe that Dr. Teper is qualified to serve as on our board of directors due to his many years of service and experience in the biotechnology industry and his experience as a former Chief Executive Officer and Director of a company trading on NASDAQ.

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

On August 8, 2018, the Company filed a Certificate of Amendment of the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-200 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 5:00 p.m. (Delaware time) on August 9, 2018 (the “Reverse Stock Split”). An affirmative vote of the majority of the Company’s outstanding shares of capital stock, signed a written consent approving the Certificate of Amendment to effect a reverse split of the Common Stock at a ratio of one-for-two hundred shares (1:200) without reducing the authorized number of shares of Common Stock.

As a result of the Reverse Stock Split, every two hundred shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 19,943,131 shares (without giving effect to the sale of the Shares) to approximately 99,715 shares, subject to adjustment for the increase in lieu of fractional shares.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

3.3		Certificate of Amendment to the Certificate of Incorporation of Oxygen Therapy, Inc.
10.9		Form of Stock Purchase Agreement, dated August 1, 2018, entered into by Dr. David Platt and Mr. Offer Binder with Kadima Capital Partners, LLC.
10.10		Form of Stock Purchase Agreement, dated August 9, 2018, between Oxygen Therapies, Inc.and Kadima Capital Partners, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~hereto duly authorized.

	OXYGEN THERAPY, INC.
August 31, 2018	Oxygen Therapy, Inc.
	By:	/s/ Daniel Teper
		Daniel Teper, Chief Executive Officer
	Name:	Daniel Teper
Date August 9, 2018
	Title:	Chief Executive Officer

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