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 5, 2007
SPO
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-11772
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25-1411971
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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20
Hata’as St, 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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The
information provided pursuant to Item 3.02 is incorporated herein by
reference.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On
July
5, 2007, SPO Medical Inc. (the “Company”) privately placed with an institutional
investor 1,444,444 shares of the Company’s common stock, par value $0.01 (the
“Shares”) for aggregate gross proceeds of $1,300,000. The Shares were placed
pursuant to a Confidential Private Placement Agreement between the Company
and
the investor entered into as of July 5, 2007. In connection with the placement
of the Shares, the Company paid to a placement agent a cash fee of
$117,000.
In
making
the placement, the Company relied upon the exemptions provided by Section 4(2)
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements.
None.
(b)
Pro
Forma Financial Information.
None.
(c)
Exhibits.
None.
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.
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| Dated:
July 11, 2007 |
SPO
MEDICAL
INC. |
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By: |
/s/ Michael
Braunold |
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Michael
Braunold
Chief
Executive Officer
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