-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WDEX7tGSSt9KZ4roleqRb07kDjagT4IW7B0tYLS7JvPrysmWEbAvyrggDEEuBpVa uSPIenwNbaCzgW7MVMhzJw== 0001144204-10-040420.txt : 20100730 0001144204-10-040420.hdr.sgml : 20100730 20100730160237 ACCESSION NUMBER: 0001144204-10-040420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100727 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100730 DATE AS OF CHANGE: 20100730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPO Medical Inc CENTRAL INDEX KEY: 0000716778 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 251411971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11772 FILM NUMBER: 10981417 BUSINESS ADDRESS: STREET 1: 21860 BURBANK BLVD STREET 2: NORTH BUILDING SUITE 380 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8188884380 MAIL ADDRESS: STREET 1: 21860 BURBANK BLVD STREET 2: NORTH BUILDING SUITE 380 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: UNITED DIAGNOSTIC INC DATE OF NAME CHANGE: 19981229 FORMER COMPANY: FORMER CONFORMED NAME: NU TECH BIO MED INC DATE OF NAME CHANGE: 19941121 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED DNA SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 v191990_8k.htm
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)

Delaware
  
0-11772
  
25-1411971
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
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.
 
     
Dated: July 30, 2010
SPO MEDICAL INC.
   
  
 
By:  
/s/ Michael Braunold
 
Michael Braunold
Chief Executive Officer
 
 
 
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