8-K

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):  May 6, 2010

POWER3 MEDICAL PRODUCTS, INC.

 (Exact Name of Registrant as Specified in Charter)

New York (State or Other Jurisdiction of Incorporation) 000-24921 (Commission File Number) 65-0565144 (IRS Employer Identification No.)

3400 Research Forest Drive, Suite B2-3 The Woodlands, Texas (Address of Principal Executive Offices)   77381 (Zip Code)

Registrant’s telephone number, including area code:  (281) 466-1600

(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))

Section 1 – Registrant’s Business and Operations

Item 1.02 Termination of a Material Definitive Agreement.

On May 6, 2010, Power3 Medical Products, Inc., a New York corporation (“Power3”), exercised its right to terminate the Agreement and Plan of Merger (the “Merger Agreement”), dated February 9, 2010, by and among Power3, Power3 Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Power3 (“Merger Sub”), and StemTroniX, Inc., a Texas corporation (“StemTroniX”), pursuant to which Merger Sub was going to merge with and into StemTroniX, the separate corporate existence of Merger Sub was going to cease, and StemTroniX was going to continue as the surviving company and a wholly-owned subsidiary of Power3 (the “Merger”).

Under the terms and conditions of the Merger Agreement, each outstanding share of StemTroniX common stock would have been converted into the right to receive fourteen and sixth-tenths (14.60) shares of Power3’s common stock, subject to certain adjustments as provided in the Merger Agreement.

Helen R. Park is currently the chairman of the board of directors and chief executive officer of Power3 and a shareholder of Power3.  Ms. Park is also the chairman of the board of directors, president, chief financial officer and secretary of StemTroniX and a shareholder of StemTroniX.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Section 8 – Other Events

Item 8.01.  Other Events.

On May 7, 2010, Power3 issued a press release announcing, in part, Power3’s decision to terminate the Merger Agreement.  A copy of the press release is furnished herewith as Exhibit 99.2 and incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Agreement and Plan of Merger, dated February 9, 2010, by and among Power3, Merger Sub and StemTroniX (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on February 11, 2010)
99.2	Press Release dated May 7, 2010

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.

	POWER3 MEDICAL PRODUCTS, INC.
Dated: May 11, 2010	/s/ Helen R. Park
	Helen R. Park
	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.2	Press Release dated May 7, 2010

EX-99.2

Exhibit 99.2

Power3’s Dr. Ira L. Goldknopf Stated in an Interview That the Company Plans to Completely and Strategically Reposition Itself  Through a Consolidation of Stem Cell, Diagnostic, and Therapeutic Companies and Intellectual Property.

Houston, May 7, 2010 (BUSINESS WIRE) – Power3 Medical Products, Inc. (OTCBB: PWRM – News) today announced that the company has targeted several key acquisition candidates that own or have exclusive rights to market certain complementary assets and technologies that will enhance its intellectual property portfolio.  Power3 intends to evaluate opportunities that can provide it with, among other things, promising stem cell research, patents and other intellectual property assets, new technologies, and key personnel or capabilities, that could augment these efforts.

“We intend to take advantage of acquisition opportunities to augment our in-house product development programs,” stated Dr. Ira L. Goldknopf, President and Chief Scientific Officer of Power3.  “We recognize that we cannot meet all of our research and discovery needs internally and can benefit from the research performed by other organizations.  We will continue to identify additional companies and technologies that we believe will contribute significantly to enhancing Power3 shareholder value.”

In accordance with provisions of the merger agreement, the company has elected to terminate the merger agreement with StemTroniX, Inc., a Texas corporation, previously announced by Power3 on February 11, 2010, and temporarily restrained from completing due to issues solely related to StemTroniX.  Notwithstanding this, the company has been assured full assignment of the recently filed provisional patent application entitled, “Stem cell protein biomarkers and their use in monitoring stem cells and their products for stem cell therapy.”  Power3 also announced its intention to acquire additional stem cell companies, technologies and intellectual property.

Power3 Medical Products

Power3 is a leading bio-technology company focused on the development of innovative diagnostic tests in the fields of cancer and neurodegenerative diseases such as Alzheimer’s disease and Parkinson’s disease and amyotrophic lateral sclerosis (commonly known as ALS or Lou Gehrig’s disease).  Power3 applies proprietary methodologies to discover and identify protein biomarkers associated with diseases.  Through these processes, Power3 has developed a portfolio of products including BC-SeraPro™, a proteomic blood serum test for the early detection of breast cancer for which its has completed Phase I clinical trials, and NuroPro®, a serum test for the detection of neurodegenerative diseases, including Alzheimer’s, Parkinson’s and ALS diseases, currently engaged in Phase II clinical trials.  These products are designed to analyze proteins and their mutations to assess an individual’s risk for developing disease later in life, a patient’s likelihood of responding to a particular drug, a patient’s risk of disease progression and disease recurrence, to measure a patient’s exposure to drug therapy, to ensure optimal dosing and reduced drug toxicity.

For more information, please visit http://www.power3medical.com.

Safe Harbor Provision

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding the company's future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors set forth in the company's Annual Report on Form 10-K for the year ended December 31, 2009 and its other filings and submissions with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the company assumes no obligation to update or revise any of the information contained in this press release.

Contact:

Crown Equity Holdings, Inc.

(877) 854-6797        

(702) 448-1543