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): July 27, 2010
SPO
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-11772
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25-1411971
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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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3, Gavish
Street, POB 2454, Kfar Saba, Israel
(Address
of principal executive offices, including Zip Code)
+972-9-764-3570
(Registrant's
telephone number, including area code)
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities
On July
27, 2010, the Company issued a total of 1,370,000 restricted shares of its common
stock, par value $0.01 per share (the "Common Stock") to two accredited
investors in satisfaction of the Company's currently due promissory note held by
one of the accredited investors in the approximate amount of $202,500. Of
these shares, 685,000 shares were issued to the note holder and the remaining
685,000 shares were issued to a designee of the note holder and a principal
officer thereof.
The
shares referred to above were issued in reliance upon the exemptions from the
registration requirements of the Securities Act of 1933, as amended, provided in
Sections 4(2), 4(6) and Regulation D thereof, as a transaction by an issuer not
involving a public offering. The registrant reasonably believed that each
purchaser had such knowledge and experience in financial and business matters to
be capable of valuating the merits and risks of the investment, each purchaser
represented an intention to acquire the securities for investment only and not
with a view to distribution thereof and based on the status of the recipients as
an accredited investor as defined in Regulation D under the Securities
Act.
Following
the issuance of the shares of the Company’s Common Stock referred to above, the
Company has 27,208,081 shares of Common Stock outstanding.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements.
None.
(b) Pro
Forma Financial Information.
None.
(c)
Exhibits.
None.
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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Dated:
July 30, 2010
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SPO
MEDICAL INC.
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By:
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/s/ Michael
Braunold
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Michael
Braunold
Chief
Executive Officer
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