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 of Report (Date of earliest event reported): 04/20/2010

NovaRay Medical, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-52731

Delaware		16-1778998
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

39655 Eureka Drive, Newark, California 94560-4806

(Address of principal executive offices, including zip code)

(510) 619-9200

(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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 20, 2010, David Dantzker, M.D. notified NovaRay Medical, Inc. (the "Company") of his resignation from the Company's Board of Directors including all committees of the Company's Board of Directors (the "Board"). At the time of his resignation, Dr. Dantzker served on the Goverance and Nominating, Audit and Compensation Committees of the Board and served as Chairman of the Governance and Nominating Committee of the Board. Dr. Dantzker's resignation was not caused by any disagreement with the Company.

On April 20, 2010, the Board elected Jess Jones to be a director of the Company until the next annual meeting of the stockholders of the Company, his resignation or removal. Pursuant to Section 3.23 of the Note and Warrant Purchase Agreement dated as of March 11, 2010 as subsequently amended, as soon as practicable, but only until such time as the holders of a majority of the then outstanding Series B-1 Preferred Stock of the Company exercise their right to appoint a majority of the members of the Board pursuant to Section 3(b) of the Certificate of Designation of the Relative Rights and Preferences of the Series B-1 Convertible Participating Preferred Stock of the Company, the members of the Board shall be reconstituted so that three (3) of the seven (7) members of the Board shall be Carl Kleidman and two (2) other persons designated by Vision Opportunity Master Fund, Ltd., subject to satisfactory background checks of such designated persons by the Company's independent auditors, and two (2) of the seven (7) members of the Board shall be Marc Whyte and David Foster. Jess Jones was designated by Vision Opportunity Master Fund, Ltd.

Mr. Jones is the Director, Medical Technology, Healthcare of Vision Capital Advisors, LLC, which manages Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund, L.P. As previously reported on Form 8-K filed with the U.S. Securities and Exchange Commission on March 19, 2010, the Company issued to Vision Opportunity Master Fund, Ltd. a warrant to purchase up to 716,666 shares (subject to adjustment as therein provided) of the Company's Common Stock and a note in the principal amount of $1,075,000 pursuant such Note and Warrant Purchase Agreement. The Company also entered into a Security Agreement dated as of March 11, 2010 with Vision Capital Advisors, LLC. The Company also entered into Exchange Agreements dated as of March 11, 2010 with Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund, L.P. to exchange the Company's Series B Preferred Stock for the Company's Series B-1 Preferred Stock. The Company also issued to Vision Opportunity Master Fund, Ltd., a warrant to purchase up to 1,833,333 shares (subject to adjustment as therein provided) of the Company's Common Stock. On April 9, 2010, the Company issued to Vision Opportunity Master Fund, Ltd. a warrant to purchase up to 400,000 shares (subject to adjustment as therein provided) of the Company's Common Stock and a note in the principal amount of $600,000 pursuant such Note and Warrant Purchase Agreement.

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.

		NovaRay Medical, Inc.


Date: April 23, 2010	By:	/s/ Jun S. Yu
		Jun S. Yu
		Chief Financial Officer

NovaRay Medical, Inc. 8-K