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):  December 31, 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.)

26022 Budde Road The Woodlands, Texas (Address of Principal Executive Offices)   77380 (Zip Code)

Registrant’s telephone number, including area code:  (281) 298-7944

(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 1.01 Entry Into a Material Definitive Agreement.

On December 31, 2010, Power3 Medical Products, Inc., a New York corporation (“Power3”), and Rozetta-Cell Life Sciences, Inc., a Nevada corporation (“Rozetta-Cell”), entered into a First Amendment and Waiver to Agreement and Plan of Merger (the “Amendment”), which amends the Agreement and Plan of Merger, dated September 7, 2010, by and between Power3 and Rozetta-Cell (the “Merger Agreement”).  Under the terms of the Amendment, the parties agreed to extend the outside date by which the merger must close to June 30, 2011 and require the conversion of all issued and outstanding shares of Power3 Series B preferred stock into Power3 common stock by the holders thereof subsequent to approval of the merger by the Power3 shareholders, but prior to completion of the merger.

The foregoing description of the Merger Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the Amendment, which are attached as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

2.1 Agreement and Plan of Merger, dated September 7, 2010, by and between Power3 and Rozetta-Cell (previously filed as Exhibit 2.1 to Power3’s Current Report on Form 8-K, filed with the SEC on September 8, 2010, and incorporated herein by reference)

2.2 First Amendment and Waiver to Agreement and Plan of Merger, dated December 31, 2010, by and between Power3 and Rozetta-Cell

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:  January 6, 2011	/s/  Ira L. Goldknopf
	Ira L. Goldknopf
	President and Chief Scientific Officer

EXHIBIT INDEX

Exhibit Number                                                      Description

2.2 First Amendment and Waiver to Agreement and Plan of Merger, dated December 31, 2010, by and between Power3 and Rozetta-Cell

EX-2.2

Exhibit 2.2

FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Amendment and Waiver”) is made and entered into this 31st day of December, 2010, by and between Power3 Medical Products, Inc., a New York corporation (“Power3”), and Rozetta-Cell Life Sciences, Inc., a Nevada corporation (the “Company”), for the purpose of amending the Agreement and Plan of Merger (the “Merger Agreement”) dated September 7, 2010, by and between Power3 and the Company.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Recitals

WHEREAS, the parties hereto desire to amend certain provisions of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.           The “Outside Date,” as such term appears in Section 2.1, is hereby amended to be June 30, 2011.

2.           Section 6.1(d) is hereby deleted in its entirety and replaced with the following provision:

(d)           Power3 shall have delivered to the Company any certificates evidencing the Power3 Shares in accordance with Section 2.2(b)(i);

3.           Section 6.1(e) is hereby deleted in its entirety and replaced with the following provision:

(e)           The Power3 Shareholder Approval shall have been obtained; and

4.           The following provision is hereby added as Section 6.1(f):

(f)           Subsequent to obtaining the Power3 Shareholder Approval, but prior to the consummation of the Merger, all issued and outstanding shares of Power3 Series B Preferred Stock shall be converted into Power3 Common Stock by the holders thereof.

5.           Power3 and the Company do hereby waive any breach of any representations and warranties or breach of any covenants or agreements by either party to the Merger Agreement that may exist or arise under the Merger Agreement or this Amendment and Waiver as a result of the conversion of the Series B Preferred Stock into Power3 Common Stock.

6.           The waiver set forth in Section 5 hereof is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Merger Agreement, nor shall it constitute an obligation to execute similar waivers or amendments under the same or similar circumstances in the future.

7.           Except as expressly provided herein, the Merger Agreement shall remain in full force and effect.

8.           This Amendment and Waiver may be executed in two or more counterparts and delivered via facsimile, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

9.            This Amended and Waiver shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that the NYGCL shall apply to the internal corporate governance of Power3 and to the extent that the NGCL shall apply to the internal corporate governance of the Company.

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IN WITNESS WHEREOF, Power3 and the Company have caused this Amendment and Waiver to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

POWER3 MEDICAL PRODUCTS, INC.

By:  /s/  Ira L. Goldknopf                                       

        Ira L. Goldknopf

        President and Chief Scientific Officer

ROZETTA-CELL LIFE SCIENCES, INC.

By:  /s/  Sara Parks                                                  

        Sara Parks

        President and Chief Executive Officer

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