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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of The ~~earliest~~Securities ~~event~~Exchange ~~reported):~~Act ~~January 31,~~of ~~2010~~1934

Date of Report (Date of earliest event reported): February 21, 2010

INTRAOP MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-49735	87-0642947
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
570 Del Rey Avenue		94085
Sunnyvale, California
(Address of principal executive offices)		(Zip Code)

570 Del Rey Avenue		94085
Sunnyvale, California
(Address of principal executive offices)		(Zip Code)

408-636-1020
(Registrant’s telephone number, including area code)

Not Applicable
(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:

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 12.0105. ~~Entry~~Costs ~~into~~Associated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities.

On ~~January~~February 3121, 2010, ~~Intraop Medical Corporation (~~the ~~“Company”)~~Board ~~entered into an amendment to the Debenture Purchase Agreement (the “Purchase Agreement”), dated as~~ of ~~September 30,~~Directors ~~2008 and amended as~~ of ~~April 9,~~Intraop ~~2009,~~Medical ~~June 30,~~Corporation ~~2009 and December 31, 2009, with Lacuna Venture Fund LLLP and Lacuna Hedge Fund LLLP~~ (~~together,~~the “~~Lacuna~~Company”)~~, E.U. Capital Venture, Inc. (“E.U. Capital”),~~ ~~Encyclopedia~~committed ~~Equipment~~to ~~LLC~~a ~~(“Encyclopedia”),~~restructuring ~~VMG~~plan ~~Holdings~~that ~~II,~~will ~~LLC~~result ~~(“VMG”),~~in ~~Rawleigh~~a ~~Ralls~~substantial ~~and~~reduction ~~Hans Morker (collectively, the “Debenture Purchasers”),~~ in ~~order~~force toat ~~increase~~ the ~~aggregate principal~~ ~~amount of the~~ Company’s. ~~10%~~The ~~Senior~~restructuring ~~Secured~~plan ~~Debentures~~is ~~(the~~primarily ~~“Debentures”)~~designed ~~that~~to help the Company ~~may~~increase ~~issue~~productivity, ~~under~~reduce ~~the~~operating ~~Purchase~~expenses ~~Agreement~~and byconserve ~~$2,500,000.~~cash Asresources soas ~~amended,~~it ~~the~~explores ~~Purchase~~various ~~Agreement~~strategic ~~provides that~~alternatives ~~the Company may issue up~~ to ~~$7,500,000~~enhance ~~aggregate~~and ~~principal~~maximize ~~amount~~stockholder ~~of Debentures~~value. InThe ~~connection with this amendment, the~~ Company ~~repaid~~expects ~~the~~to ~~Debenture~~continue ~~having a principal amount of $500,000 held by E.U. Capital and concurrently sold Debentures having a principal amount of $250,000~~ to ~~each~~explore ~~of Mr. Morker, who is a new Debenture Purchaser, and Mr. Ralls. As of January 31,~~additional ~~2010,~~cost ansavings ~~aggregate~~initiatives ~~of $5,000,000~~ in ~~principal~~an ~~amount~~effort ~~of Debentures has been issued~~ to ~~the~~further ~~Debenture Purchasers~~reduce ~~and~~operating ~~is outstanding, as follows: $3,800,000 aggregate principal amount held by Lacuna; $500,000 aggregate principal amount held by Mr~~expenses. ~~Ralls; $250,000 aggregate principal amount held by~~ ~~Encyclopedia; $200,000 aggregate principal amount held by VMG; and $250,000 aggregate principal amount held by Mr. Morker.~~

InThe ~~connection~~reduction ~~with~~in ~~the~~force ~~amendment~~contemplated toby the ~~Purchase~~restructuring ~~Agreement,~~plan ~~the~~will ~~Company~~result ~~and the Debenture Purchasers also agreed to amend the form of each of the previously issued Debentures and each additional Debenture to be issued under the Purchase Agreement~~ in the ~~future in order to extend the~~termination ~~maturity date~~ of ~~such~~six ~~Debentures from January 31~~non-officer, ~~2010~~U.S.-based ~~to July 31, 2010 and revise the definition of a “Qualified Financing” to include the sale of shares of capital stock other than preferred stock as described below~~employees. AsFollowing ~~amended,~~ the ~~Debentures~~reduction ~~pay interest at the rate of 10% per annum, payable monthly~~ in ~~arrears. All outstanding principal and any accrued but unpaid interest is payable in full on the earlier of (i) July 31~~force, ~~2010 or (ii)~~ the ~~date the~~ Company ~~closes~~will anhave ~~issuance,~~21 ~~or series of issuances~~employees, ofincluding ~~promissory~~the ~~notes~~executive ~~convertible~~officers ~~into~~who ~~shares~~will ofcontinue ~~its Common Stock~~ with ~~gross aggregate proceeds received by~~ the Company. ~~of not less than $8,500,000 (other than~~Employees ~~pursuant~~affected toby the ~~Purchase~~reduction ~~Agreement).~~in Inforce ~~the~~have ~~event~~received ~~that~~notification ~~(i)~~ from the Company. ~~closes~~The ~~an issuance, or~~positions ~~series~~impacted ofinclude ~~issuances,~~three ofemployees ~~shares~~in ~~of its capital stock (~~the ~~“New Securities”) with gross aggregate proceeds received by the~~ Company’s ofsales ~~not less than $1~~department,~~000,000~~ (a ~~“Qualified~~service ~~Financing”)~~technician and ~~(ii) the~~two ~~Debentures~~administrative ~~have~~employees, ~~not~~all ~~been~~of ~~paid~~whom inare ~~full,~~non-essential ~~then~~to the ~~entire~~continued ~~outstanding~~building ~~principal balance~~ and ~~all accrued~~servicing ~~but unpaid interest thereon shall convert at the option~~ of the ~~holder~~Company’s ~~into~~core ~~shares~~product, of the ~~New~~ ~~Securities~~Mobetron. atThe aCompany ~~conversion~~expects ~~price equal~~ to ~~the~~refocus ~~price~~its ~~per~~sales ~~share~~efforts ~~paid by the investors purchasing~~through ~~the~~its ~~New~~distributor ~~Securities~~network. ~~(the~~The ~~“Conversion~~restructuring ~~Price”)~~plan onalso ~~the~~contemplates ~~same~~a ~~terms~~reduction ~~and~~in ~~conditions~~pay asof ~~given~~at ~~to such~~least ~~investors.~~30% ~~Upon~~for ~~the~~all ~~occurrence~~remaining ~~of certain events of default~~employees, ~~the~~including ~~full principal amount of~~ the ~~Debentures,~~ ~~together~~Company’s ~~with~~executive ~~all~~officers. ~~accrued~~The ~~but~~Company ~~unpaid interest and late fees thereon, becomes~~expects ~~immediately~~to ~~due~~complete ~~and~~implementation ~~payable. The obligations~~ of the ~~Company~~restructuring inplan ~~respect~~during of the ~~Debentures~~second ~~are secured~~fiscal byquarter ~~a lien on substantially all~~ of ~~the~~2010 ~~Company’s assets (subject to certain other permitted~~and ~~liens)~~that ~~pursuant to~~ the ~~terms~~restructuring ofplan awill ~~security~~generate ~~agreement~~cost ~~among~~savings for the Company ~~and~~in ~~the~~excess ~~Debenture~~of $100,000 per ~~Purchasers~~month.

InAs ~~connection~~a ~~with~~result ~~the issuance~~ of the ~~Debentures~~restructuring ~~described above to Messrs. Ralls and Morker~~plan, ~~the~~ ~~Company agreed to issue warrants to purchase 44,642 shares of common stock to each of those Debenture Purchasers. Including~~ the ~~warrants described in the previous sentence, during the term of the Purchase Agreement, the~~ Company ~~has~~estimates ~~agreed~~that toit ~~issue~~will ~~warrants~~record ~~to purchase~~ an aggregate of ~~982,131~~restructuring ~~shares~~charge of ~~common~~approximately ~~stock~~$50,000 toin the ~~Debenture~~second ~~Purchasers,~~fiscal ~~which~~quarter ~~includes~~of ~~warrants~~2010 ~~to purchase~~for ~~678,564~~personnel-related ~~shares~~expenses ~~issued~~related to ~~Lacuna,~~payout ~~89,284~~of ~~shares~~accrued ~~issued~~vacation totime ~~Mr. Ralls, 44,642 shares issued~~ to ~~Encyclopedia,~~ ~~35,714~~terminated ~~shares~~employees ~~issued to VMG, 89,285 shares issued to E.U. Capital~~ and ~~44,642 shares~~ ~~issued~~that tosuch ~~Mr. Morker.~~restructuring ~~These~~charge ~~warrants~~will ~~have~~result ain ~~five-year~~future ~~term,~~cash ~~subject~~expenditures toby ~~early termination upon~~ the ~~occurrence~~ ofCompany ~~certain events, and an exercise price~~ of approximately $150,000.40 ~~per~~The ~~share. Pursuant to the Purchase Agreement, the~~ Company may bealso ~~obligated~~incur toother ~~issue~~material ~~warrants~~charges tonot ~~purchase~~currently contemplated updue to anevents ~~additional~~that ~~446,428 shares~~may ofoccur ~~common~~as ~~stock~~a toresult ~~the purchasers~~ of, ~~the~~or ~~remaining~~associated ~~Debentures~~with, ~~that are available for issuance under~~ the ~~Purchase Agreement~~restructuring plan.

AsThis ~~consideration~~current ~~for~~report on Form 8-K contains forward-looking statements within the ~~agreement~~meaning of Section 27A of the ~~Debenture~~Securities ~~Purchasers~~Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, the ~~amendments~~expected ~~described~~timing of completion of the ~~above~~reduction in force, and the ~~Company~~expected ~~agreed~~savings, tocosts ~~issue~~and torelated ~~each~~charges ~~Debenture~~of ~~Purchaser~~the areduction ~~warrant~~in ~~(each~~force. Words such as “designed,” a“expects,” “~~New~~will,” ~~Warrant~~“estimates,” “may,” and similar expressions are ~~collectively,~~intended to identify forward-looking statements. These forward-looking statements are based upon the ~~“New~~Company’s ~~Warrants”)~~current ~~exercisable~~plans, ~~for~~assumptions, beliefs, and expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the ~~number~~timing of ~~shares~~events could differ materially from those anticipated in such forward-looking statements as a result of those risks and uncertainties, which include, without limitation, the risk that the restructuring costs may be greater than anticipated, the risk that the Company’s ~~common~~reduction in force and any future ~~stock~~workforce ~~equal~~and expense reductions may have an adverse impact on the Company’s internal programs, its ability to ~~(a) fifteen~~hire ~~percent~~and ~~(15%)~~retain ~~multiplied~~key bypersonnel and may be distracting to management, and the ~~aggregate~~risk ~~principal~~that the ~~balance~~Company ofwill need substantial additional funding and may be unable to raise additional capital when needed, which could force the Company to limit or cease its operations, and other risks ~~outstanding~~detailed ~~Debentures~~from ~~held~~time byto ~~such~~time ~~Debenture~~in ~~Purchaser~~the asCompany’s offilings ~~January~~with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2010~~2009 and other periodic filings with the Securities and Exchange Commission. The Company expressly disclaims any duty, ~~divided~~obligation, byor ~~(b) one~~undertaking to release publicly any updates or revisions to any ~~hundred~~forward-looking ~~ten~~statements ~~percent~~contained ~~(110%)~~herein ofto ~~Conversion~~reflect ~~Price~~any (change in the ~~“Warrant~~Company’s ~~Price”).~~expectations with ~~The~~regard thereto or any change in events, conditions, or circumstances on which any such statements are based.

~~New~~Item 5.02. ~~Warrants~~Departure ~~will~~of beDirectors ~~issued~~or ~~upon~~Certain ~~the~~Officers; ~~closing~~Election of aDirectors; ~~Qualified~~Appointment ~~Financing and have an exercise~~of ~~price~~Certain ~~equal~~Officers; toCompensatory ~~the~~Arrangements ~~Warrant~~of ~~Price~~Certain ~~and otherwise will be in substantially the same form as the warrants previously issued pursuant to the Purchase Agreement~~Officers.

~~Lacuna~~As isa anresult ~~investor~~of the reduction in ~~the~~pay ~~Company.~~described ~~Since~~in ~~entering~~Item 2.05 ~~into~~of ~~that~~this ~~certain~~Form ~~Common~~8-K, ~~Stock~~the ~~and~~base salary ~~Warrant~~payable ~~Purchase~~by ~~Agreement,~~the ~~dated~~Company ~~August 17,~~to ~~2007,~~each ~~Lacuna~~of ~~has~~its ~~acquired~~principal executive officer, inJohn aPowers, ~~series~~its ofprincipal ~~transactions~~financial officer, ~~approximately~~J.K. ~~34%~~Hullett, ofand ~~the~~its ~~Company’s~~other ~~total~~named ~~outstanding~~executive ~~common stock~~officer, ~~for~~Donald anA. ~~aggregate~~Goer, will be ~~purchase~~reduced ~~price~~by ofat ~~approximately~~least ~~$4,075,000~~30%. ~~In addition~~Specifically, ~~Lacuna~~as ~~and~~a ~~certain~~result of ~~its~~the ~~affiliates~~reduction ~~are a~~in ~~party~~pay, toMr. Powers aannual ~~rights~~base salary ~~agreement,~~will ~~dated~~be ~~August 17,~~decreased ~~2007~~from $185,000 asto ~~amended on August 27~~$129, ~~2007~~500, byMr. Hullett’s ~~and~~annual ~~among the~~base ~~Company~~salary ~~and~~will ~~certain~~be reduced ~~investors~~from ~~named therein~~$120,000 ~~which~~to ~~grants~~$60,000 ~~the~~and ~~investors~~Mr. Goer’s ~~certain~~annual ~~registration rights~~base ~~and~~salary ~~rights~~will tobe ~~participate~~reduced infrom ~~subsequent~~$184,000 ~~offerings~~to $120,000.

Rawleigh Ralls is a director of the Company and a managing director of Lacuna’s parent entity. J.K. Hullett and Wink Jones, who serve as officers of the Company, are also managing directors of Lacuna’s parent entity.

Oliver Janssen is a director of the Company and a member of Encyclopedia. Mr. Janssen is a stockholder of the Company and holds warrants to purchase shares of the Company’s common stock. Mr. Janssen is also a party to the rights agreement described above.

The Company has entered into a revolving, $6,000,000, combined inventory and factoring agreement, or product financing arrangement, under which the Company pledged as collateral certain of its inventory and receivables, with E.U. Capital. E.U. Capital is also a stockholder of the Company and a party to the rights agreement described above. Hans Morker is a managing director of E.U. Capital.

Greg Koonsman is a director of the Company and a member and founder of VMG. Since entering into the common stock purchase agreement described above, VMG has acquired, in a series of transactions, approximately 7% of the Company’s total outstanding common stock, for an aggregate purchase price of approximately $1,060,000. VMG is also a party to the rights agreement described above.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02. The Company believes that each of the holders of the Debentures and the warrants described above are “accredited investors,” and the issuance of such securities is therefore being made pursuant to Regulation D promulgated under the Securities Act of 1933, as amended.

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 hereunto duly authorized.

	INTRAOP MEDICAL CORPORATION
Dated: February 4, 2010	By:	/s/ John Powers
Dated: February 25, 2010	By:	/s/ John Powers
		John Powers
		President and Chief Executive Officer

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