6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

July 30, 2008

Commission File Number: 000-53273

Nevoro Inc.

(Exact name of registrant as specified in its charter)

Suite 420

141 Adelaide Street West

Toronto, Ontario, M5H 3L5 Canada

(416)363-8238

(Address of principal executive offices)

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

Form 20-F þ           Form 40-F o

     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 o           No þ

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

SIGNATURE

     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.

Nevoro Inc.
(Registrant)
 

/s/ Talya Ziv-Av  

Talya Ziv-Av 

Vice President Legal Affairs and Corporate Secretary 

Date: July 30, 2008

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Material Change Report of Nevoro Inc. dated July 30, 2008.

EX-99.1

EXHIBIT 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Nevoro Inc. (“Nevoro”)
141 Adelaide Street West
Suite 420
Toronto, Ontario M5H 3L5

2. Date of Material Change

July 29, 2008

3. News Release

A press release was issued on July 29, 2008 and was disseminated through marketwire and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”).

4. Summary of Material Change

Nevoro and Sheffield Resources Ltd. (“Sheffield”) completed the previously announced business combination by way of plan of arrangement.

5. Full Description of Material Change

On July 29, 2008, Nevoro and Sheffield completed a court approved statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) whereby Nevoro purchased all of the outstanding common shares of Sheffield (the “Arrangement”). Pursuant to the Arrangement, each Sheffield common share (a “Sheffield Share”) has been transferred to Nevoro and the holders thereof became entitled to receive, for each such Sheffield Share, 0.80 of one Nevoro common share. 29,937,997 Nevoro common shares have been issued to former holders of Sheffield Shares pursuant to the Arrangement.

Each holder of a Sheffield common share purchase warrant (a “Warrant”) shall receive in lieu of each Sheffield Share to which such holder was entitled upon exercise of the Warrant, but for the same aggregate consideration payable therefor, 0.80 of a Nevoro common share.

Each holder of an outstanding Sheffield stock option (each a “Sheffield Option”) shall receive that number of options to acquire one Nevoro common share equal to the product of: (i) the number of Sheffield Shares subject to the Sheffield Options immediately before closing of the Arrangement, and (ii) 0.80.

6.	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	None.
8.	Executive Officer

Further information regarding the matters described in this report may be obtained from Mr. William Schara, President and Chief Executive Officer of Nevoro, who is knowledgeable about the details of the material change and may be contacted at (416) 363-8238.

9. Date of Report

July 30, 2008

NEVORO INC.
By:	Signed “Talya Ziv-Av”
	Talya Ziv-Av
	Vice President Legal Affairs and Corporate Secretary