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): ~~July~~August 726, ~~2011~~2013

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)

+972-9-966-2520

(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):

¨ 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~~ 1~~.01. Entry into a Material Definitive Agreement.~~

OnItem ~~July 7, 2011, SPO Medical Inc~~1.01 ~~(the~~Entry ~~“Company”) entered~~ into ~~an Investment Agreement (the “Investment Agreement”) with Dutchess Opportunity Fund, II, LP,~~ a ~~Delaware~~Material ~~limited~~Definitive partnership (the “Investor”), pursuant to which the Investor committed to purchase, subject to certain restrictions and conditions, up to $5,000,000 of the Company’s common stock, par value $0.01 per share (the “Common Stock”), over a period of 36 months from the first trading day following the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Investment Agreement ~~(the “Equity Line”).~~

~~The~~On ~~Company~~August ~~may~~26, ~~draw~~2013 on (the ~~facility from time to time~~“Effective Date”), atSPO ~~its~~Medical ~~discretion~~Inc. ~~The~~ ~~maximum amount that~~ (the “Company”), isentered ~~entitled~~into toa ~~put~~Series toA ~~the~~Preferred ~~Investor~~Stock inPurchase ~~any~~Agreement ~~one draw down notice is~~ (the ~~greater~~“Preferred Stock ofPurchase (iAgreement”) ~~200%~~with of the ~~average daily volume of the~~ Company’s ~~Common~~Chief ~~Stock~~Executive ~~traded~~Officer, onMichael ~~the~~Braunold ~~Company’s then principal trading market for~~ (the ~~three~~“Series (3A Holder”), pursuant ~~trading days prior~~ to ~~the~~which ~~date of delivery of~~ the ~~applicable~~Series ~~draw~~A ~~down~~Holder ~~notice,~~was ~~multiplied~~issued byall ~~the average~~ of the ~~closing~~one ~~prices~~hundred ~~for such trading days or~~ (~~ii) $~~100~~,000. The purchase price shall be set at ninety-four percent (94%~~) ofauthorized ~~the~~shares ~~lowest daily volume weighted average price (VWAP)~~ of ~~the~~Series ~~Company’s~~A ~~Common~~Preferred Stock, par value ~~during~~$0.01 ~~the~~per ~~five~~share (~~5) consecutive trading day period beginning on~~ the ~~date~~“Series ofA ~~delivery~~Preferred ~~of the applicable draw down notice~~Stock”). The ~~Investor~~Series ~~will~~A ~~not~~Holder bewas ~~obligated~~issued toone ~~purchase~~hundred ~~shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1~~(j100) ofshares ~~the Securities Exchange Act~~ of Series ~~1934,~~A asPreferred ~~amended. In~~Stock ~~addition, the Company is not permitted to draw on the facility unless there is an effective Registration Statement (~~as ~~defined~~partial ~~below)~~consideration tofor ~~cover~~past ~~the~~and ~~resale~~future ofservices ~~the shares~~rendered. ~~Upon notice to the Investor, the Company is entitled at any time in its discretion to terminate the Investment Agreement.~~

The ~~Investment~~Series ~~Agreement~~A ~~further~~Preferred ~~provides~~Stock ~~that~~has the ~~Company and the Investor are each entitled to customary indemnification from the other for~~ rights, ~~among other things~~privileges, ~~any~~preferences ~~losses~~and orrestrictions ~~liabilities~~set ~~they~~for ~~may~~in ~~suffer~~the asCertificate ~~a result~~ of ~~any~~Designation ~~breach by~~ (the ~~other~~“Certificate ~~party~~ of ~~any~~Designation”) filed ~~provisions~~by of the ~~Investment~~Company ~~Agreement~~with orthe ~~Registration~~Delaware ~~Rights~~Secretary ~~Agreement, or as a result~~ of ~~any~~State on ~~lawsuit~~August ~~brought by a third-party arising out of or resulting from the other party’s execution~~26, ~~delivery~~2013, ~~performance~~as ormore ~~enforcement~~fully ofdescribed ~~the Investment Agreement or the Registration Rights Agreement~~below.

~~Pursuant~~Each toone ~~the~~(1) ~~terms~~share of athe ~~Registration~~Series ~~Rights~~A ~~Agreement~~Preferred shall ~~dated~~have asvoting ofrights ~~July~~equal 5,to ~~2011~~(x) ~~between~~0.019607 ~~the~~multiplied ~~Company~~by ~~and~~ the ~~Investor~~total ~~(the~~issued ~~“Registration~~and ~~Rights~~outstanding ~~Agreement”),~~shares ~~the~~of ~~Company~~Common isStock ~~obligated~~ eligible to ~~file,~~vote byat ~~September~~the 5,time ~~2011,~~of athe ~~registration~~respective ~~statement~~vote (the “~~Registration Statement~~Numerator”), ~~with~~divided ~~the~~by ~~Securities~~(y) ~~and~~0.49, ~~Exchange~~minus ~~Commission~~ (~~“SEC”~~z) ~~to register~~ the Numerator. For ~~resale~~purposes byof ~~Investor~~illustration ofonly, if the total issued and outstanding shares of Common Stock ~~issued~~eligible orto vote ~~issuable~~at ~~under~~ the ~~Investment~~time ~~Agreement. The~~of ~~Company~~the isrespective ~~required~~vote tois ~~initially register 10~~5,000,000, ~~shares~~the ofvoting ~~Common~~rights ~~Stock.~~of ~~The~~one ~~Company~~share isof ~~obligated~~the toSeries ~~use~~A ~~all~~Preferred ~~commercially~~shall ~~reasonable~~be ~~efforts~~equal to 102,036 ~~have~~[(0.019607 ~~the~~x ~~registration~~5,000,000) ~~statement~~/ ~~declared~~0.49 ~~effective~~– by(0.019607 ~~the~~x ~~SEC~~5,000,000) ~~within~~= ~~90 days after the filing of the Registration Statement~~102,036].

~~The~~In ~~foregoing~~addition, ~~description~~there ofare ~~each~~no ofconversion rights ~~the~~attached ~~Investment~~to ~~Agreement and~~ the ~~Registration~~Series ~~Rights~~A ~~Agreement~~Preferred isStock. ~~qualified~~The inholder ~~its~~of ~~entirety by reference to~~ the ~~full~~Series ~~text~~A ofPreferred ~~the~~Stock ~~Investment~~has ~~Agreement~~no ~~and~~rights ~~the~~in ~~Registration~~respect ~~Rights~~of ~~Agreement~~liquidation, dissolution ~~respectively,~~or ~~which~~winding ~~are~~up ~~filed~~of asthe ~~Exhibit 10~~Company.~~1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.~~

~~ITEM~~The 9foregoing description of the Preferred Stock Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Preferred Stock Purchase Agreement incorporated by reference herein as Exhibit 10.~~01 FINANCIAL~~1 ~~STATEMENTS~~to ~~AND~~this ~~EXHIBITS~~Current Report on Form 8-K.

~~(a)~~Item ~~Financial Statements~~3.02 Unregistered Sales of Equity Securities

~~None~~The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(b2) of ~~Pro~~the ~~Forma~~Securities ~~Financial~~Act ~~Information~~of 1933 and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investor is an accredited investor, has access to information about us and their investment, the investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

~~None~~Item 3.03 Material Modification to Rights of Security Holders

~~(c)~~The ~~Exhibits~~information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

~~10.1 Investment~~The ~~Agreement~~foregoing bydescription ~~and~~of ~~between~~the ~~SPO~~Series A ~~Medical~~Preferred ~~Inc.~~Stock does not purport to be complete and ~~Dutchess~~is ~~Opportunity~~subject ~~Fund~~to, IIand qualified in its entirety by, LPthe ~~dated~~Certificate ~~July~~of 5Designation, a ~~2011~~copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

~~10.2 Registration~~Item ~~Rights Agreement by and between SPO Medical Inc~~5.01 ~~and~~Changes ~~Dutchess~~in ~~Opportunity~~Control ~~Fund,~~of ~~II, LP dated July 5, 2011~~Registrant.

~~SIGNATURES~~The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

~~Pursuant~~The Series A Preferred Shares have voting rights equal to that of the ~~requirements~~common stockholders and may vote on any matter that common shareholders may vote. One share of ~~the~~Series ~~Securities~~A ~~Exchange~~Preferred ~~Act~~Stock has the voting equivalent of ~~1934,~~not less than 0.67% of the ~~registrant~~issued ~~has~~and ~~duly~~outstanding ~~caused~~common ~~this~~stock ~~report~~(representing a super majority voting power) of the vote required to beapprove ~~signed~~any onaction, ~~its~~in ~~behalf~~which bythe shareholders of the ~~undersigned~~Company's ~~hereunto~~common ~~duly~~stock may ~~authorized~~vote.

Dated: July 13, 2011	SPO MEDICAL INC.
	By:	/s/ Michael Braunold
		Michael Braunold Chief Executive Officer

On August 23, 2013, Mr. Braunold held 743,922 shares of the Company's common stock (less than 1% of the issued and outstanding common stock, as of August 23, 2013). Upon the issuance of the 100 shares of the Company's Series A Preferred stock, Mr. Braunold has the voting equivalent of 203,557,552 shares of common stock or approximately 67% of the Company's voting stock.

Item 5.03 Amendments to Articles of Incorporation.

On August 26, 2013, the Company amended its Articles of Incorporation for the creation of its Series A Preferred Stock. The rights and privileges of the Series A Preferred Stock are discussed more fully above, and the full text of the form of the Certificate of Designation is attached to this Current Report on Form 8-K as Exhibit 3.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements.

None.

(b) Pro Forma Financial Information.

None.

(d) Exhibits.

3.1

Articles of Amendment-Certificate of Designation of Series A Preferred Stock filed with the Delaware Secretary of State on August 26, 2013.

10.1

Preferred Stock Purchase Agreement dated August 26, 2013 by and between the SPO Medical Inc. and Michael Braunold. +

+ Management 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.


Dated: August 30, 2013	SPO MEDICAL INC.

	By:	/s/ Michael Braunold
		Michael Braunold Chief Executive Officer

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