6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Filing No. 2 for the Month of August, 2007

NORTHCORE TECHNOLOGIES INC.

(Exact name of Registrant)

302 The East Mall, Suite 300, Toronto, Ontario Canada M9B 6C7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Exhibit	Description
99.1	- Material Change Report dated August 24, 2007
99.2	- News Release Dated August 23, 2007 - NORTHCORE CLOSES RIGHTS OFFERING TO SHAREHOLDERS

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, thereunto duly authorized.

	NORTHCORE TECHNOLOGIES INC.
Date: August 24, 2007	By:	/s/ Duncan Copeland
		Name: Duncan Copeland
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

NORTHCORE TECHNOLOGIES INC.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.                                Name and Address of Company

Northcore Technologies Inc. (the “Company”), Valhalla Executive Centre, 302 The East Mall, Suite 300, Toronto, Ontario M9B 6C7.

Item 2.                                Dates of Material Change

August 22, 2007

Item 3.                                News Release

A press release disclosing the nature and substance of the material changes was issued through the facilities of CanadaNewsWire on August 23, 2007 and was filed on SEDAR.

Item 4.                        Summary of Material Changes

The Company announced on August 23, 2007 that it had successfully completed its rights offering to eligible shareholders, generating gross proceeds of approximately $1.65 million that will be earmarked for working capital purposes.

Item 5.                        Full Description of Material Change

On August 23, 2007, the Company, a provider of web-based asset management applications and services, announced that it had successfully completed its rights offering to eligible shareholders, generating gross proceeds of approximately $1.65 million that will be earmarked for working capital purposes.

A total of 39,883,914 rights were exercised and 9,970,978 common shares were subscribed for at a price of $0.08 pursuant to the basic subscription privilege under the terms of the rights offering. Shareholders  who subscribed in full under the basic subscription privilege were entitled to acquire additional Common Shares not subscribed for initially, if any, pursuant to an additional subscription privilege. An additional 10,657,324 shares were subscribed for at a price of $0.08 pursuant to this additional subscription privilege.

As a result of the rights offering, Northcore will issue 20,628,302 common shares, each priced at $0.08 per share for gross proceeds of approximately $1.65 million. The total represents 95 percent of shares made available through the rights offering.

Item 6.                        Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7.                        Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8.                        Executive Officer

For further information, please contact:

Duncan Copeland

Chief Executive Officer

(416) 640-0400 ext. 360

Item 9.                        Date of Report

August 24, 2007

EX-99.2

Exhibit 99.2

Northcore Technologies Inc. 302 The East Mall, Suite 300 Toronto, ON M9B 6C7 Tel: 416 640-0400 / Fax: 416 640-0412 www.northcore.com (TSX: NTI; OTCBB: NTLNF)

For Immediate Release

NORTHCORE CLOSES RIGHTS OFFERING TO SHAREHOLDERS

Generates $1.65 million in gross proceeds

Toronto, ON - August 23, 2007 - Northcore Technologies Inc. (TSX: NTI; OTCBB:NTLNF), a provider of web-based asset management applications and services, announced today that it has successfully closed its rights offering to eligible shareholders, generating gross proceeds of $1.65 million that will be earmarked for working capital purposes.

“I’m delighted with this result,” said Duncan Copeland, CEO of Northcore Technologies.  “All of us at Northcore thank our shareholders for this tremendous vote of confidence.  We’ve got hard work to do to live up to our end of the bargain, but this infusion of working capital lets us hire more skilled people to grow our relationships with our customers, such as GE .”

As a result of the rights offering, Northcore will issue 20,628,302 common shares, each priced at $0.08 per share.  The total represents 95 percent of shares made available through the rights offering.

About Northcore Technologies Inc.

Northcore Technologies provides core asset solutions that help organizations source, manage and sell their capital equipment.  Northcore works with a growing number of customers and partners in a variety of sectors including oil and gas, government, and financial services.   Current customers include GE Commercial Finance, Paramount Resources and Trilogy Energy Trust.

Northcore owns a 50 percent interest in GE Asset Manager, a joint business venture with GE.

This news release may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws.  These include, among others, statements about expectations of future revenues, cash flows, and cash requirements.  Forward-looking statements are subject to risks and uncertainties that may cause Northcore’s ("the Company") results to differ materially from expectations.  These risks include the Company’s ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company may identify and discuss from time to time, including those risks disclosed in the Company’s Form 20-F filed with the Securities and Exchange Commission.  Accordingly, there is no certainty that the Company's plans will be achieved.

Contact:

At Northcore Technologies Inc.

Joe Racanelli,        Tel: (416) 640-0400 ext. 273, E-mail: jracanelli@northcore.com