UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): ~~August~~December 2627, 2013

SPO ~~MEDICAL~~GLOBAL 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)

None

____________________________________________

(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~~ITEM 1.01 ~~Entry~~ENTRY ~~into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement~~AGREEMENT

On December ~~August 26~~27, 2013 ~~(the “Effective Date”)~~, SPO ~~Medical~~Global Inc. (the “Company”), entered into adefinitive ~~Series~~agreements Awith ~~Preferred~~AM145 ~~Stock~~Holdings ~~Purchase~~LLC ~~Agreement~~ (the ~~“Preferred~~ ~~Stock Purchase Agreement~~“Investor”), ~~with~~an ~~the~~accredited ~~Company’s~~investor ~~Chief~~and ~~Executive~~a ~~Officer,~~current ~~Michael~~shareholder ~~Braunold~~of (the ~~“Series A Holder”)~~Company, ~~pursuant~~ relating to ~~which~~a private placement (the “Private ~~Series~~Placement”) Aof ~~Holder~~$250,000 ~~was~~in ~~issued~~principal ~~all~~amount of the ~~one~~Company’s ~~hundred~~Convertible ~~(100)~~Promissory ~~authorized~~Note ~~shares~~due ~~of Series A Preferred Stock, par~~December ~~value~~28, ~~$0.01~~2015 ~~per share~~ (the “~~Series A Preferred Stock~~Note”). The ~~Series~~Note ~~A Holder~~ was issued ~~one~~pursuant ~~hundred~~to ~~(100)~~a ~~shares~~Subscription ~~of Series~~Agreement Adated ~~Preferred~~as ~~Stock~~of asDecember ~~partial~~27, ~~consideration~~2013 ~~for~~between the ~~past~~Company and ~~future~~the ~~services~~Investor ~~rendered~~(the “Subscription Agreement”).

~~The~~ Interest on ~~Series~~the ANote ~~Preferred~~accrues ~~Stock~~at ~~has~~the rate of 10% per annum and is payable in cash in arrears upon the earlier ~~rights~~of (i) each six months from the date of the Note (ii) or the date of conversion or (iii) at maturity, ~~privileges~~whichever occurs first, and ~~preferences~~will continue to accrue until the Note is fully converted and/or ~~restrictions~~paid ~~set~~in full. From and after an event of default under the Note and for inso long as the ~~Certificate~~event of ~~Designation~~default (is continuing, the ~~“Certificate~~Note will bear default interest at a rate of ~~Designation”)~~the lesser of 15% ~~filed~~per annum or the maximum rate permitted by applicable law. The Note is convertible into shares of the Company’s ~~with~~common stock $0.01 par value per share (the ~~Delaware~~“Common ~~Secretary~~Stock”), at the Investor’s option at a conversion rate (“Conversion Price”) equal to the average of ~~State on~~the ~~August~~closing 26price of the Common Stock for the ten consecutive trading days immediately preceding the date a notice of conversion is delivered, ~~2013~~subject to adjustment in the event of certain capital adjustments or similar transactions, such as ~~more~~a ~~fully~~stock ~~described~~split ~~below~~or merger. The Investor may not exercise the conversion right if the shares issuable upon conversion, together with shares held by the Investor, exceed 9.99% of the then outstanding shares of the Company after such conversion and/or exercise. The restriction may only be waived by the Investor upon 61days’ notice to the Company.

~~Each~~ Under the ~~one~~terms ~~(1)~~of ~~share~~the Note, the occurrence of any of the ~~Series~~following Aconstitute ~~Preferred shall~~events ~~have~~of ~~voting~~default ~~rights~~(each ~~equal~~an to“Event of Default”): (xi) ~~0.019607~~the ~~multiplied~~Company’s byfailure to pay the ~~total~~principal, ~~issued~~interest or other sum when due and ~~outstanding~~such ~~shares~~failure ofcontinues ~~Common~~for ~~Stock~~three ~~eligible~~business todays ~~vote~~after atthe due date, (ii) the ~~time~~Company’s breach of ~~the~~any ~~respective~~material ~~vote~~covenant (or other term or condition of the ~~“Numerator”),~~Subscription Agreement ~~divided~~or any byother Transaction Document (yas defined below) ~~0.49,~~in ~~minus~~and such breach continues for 10 business days after notice thereof from the Investor, (ziii) any representation or warranty that the ~~Numerator. For~~ ~~purposes~~Company ofmakes ~~illustration~~in ~~only~~the Subscription Agreement or any agreement, ifstatement or certificate furnished in connection therewith shall be false or misleading in any material respect, (iv) the ~~total~~assignment ~~issued~~by ~~and~~the ~~outstanding~~Company ~~shares~~for the benefit of ~~Common~~creditors ~~Stock~~or ~~eligible~~application for or consent to the appointment of a receiver ~~vote~~or attrustee, or such receiver or trustee shall otherwise be appointed, (v) the ~~time~~entry of ~~the~~a ~~respective~~monetary ~~vote~~judgment isor 5similar process in excess of $100,000 if such judgment remains unvacated for 45 days,~~000,~~ (vi) a default by the ~~voting~~Company ~~rights~~under ofany one ~~share~~or more obligations in an aggregate amount in excess of $100,000 for more than 10 days after the ~~Series~~due Adate ~~Preferred~~unless ~~shall~~the beCompany ~~equal~~is tocontesting the validity ~~102~~of such obligation in good faith,~~036~~ [(~~0.019607~~vii) xbankruptcy, 5insolvency,~~000~~ reorganization or liquidation proceedings or other similar proceedings shall be instituted by or against the Company and not dismissed within sixty (60) days of initiation,~~000~~ (viii) /the ~~0.49~~entry –of a stop trade order (~~0.019607~~judicial xor ~~5,000,000~~by the Securities and Exchange Commission) =or ~~102,036]~~principal market trading suspension that lasts for three consecutive trading days or more or (ix) the Company’s failure to have reserved for issuance upon conversion of any of the Note the amount of Common stock into which the Note may be converted.

InUnder ~~addition~~the terms of the Subscription Agreement, at ~~there~~any ~~are~~time nothat ~~conversion~~the Note (or any portion thereof) is converted, the Investor is to receive warrants, exercisable ~~rights~~for ~~attached~~two years following the date of issuance (the “Warrant”; together with the Subscription Agreement and the Note, the “Transaction Documents”) for Common Stock equal to 50% of the ~~Series~~number Aof ~~Preferred~~shares of Common Stock issued upon conversion of the Warrant (or any part thereof) at a per share warrant exercise price shall be equal to twice the Conversion Price. For ~~The~~example, ~~holder~~if $250,000 principal amount of the ~~Series~~Note Ais ~~Preferred~~converted into shares of Common Stock ~~has~~at no$0.25 ~~rights~~price inper ~~respect~~share, 1,000,000 shares of ~~liquidation~~Common Stock will be issued upon such conversion, ~~dissolution~~ orand ~~winding~~a upWarrant for 500,000 shares of Common Stock, at an exercise price of $0.50 per share shall be issued under the ~~Company~~Note.

~~The~~In ~~foregoing~~addition, ~~description~~under of the ~~Preferred Stock~~Subscription ~~Purchase~~ Agreement, the isCompany ~~not~~agreed ~~intended~~ to bepay ~~complete~~to ~~and~~the isInvestor ~~qualified in its entirety by~~ the ~~complete~~amount ~~text~~ of ~~the~~Five ~~Preferred Stock~~Dollars ~~Purchase~~($5) ~~Agreement~~in ~~incorporated~~respect byof ~~reference~~each ~~herein~~baby asmonitor ~~Exhibit~~which ~~10.1~~incorporates tothe Company’s ~~this~~patented ~~Current~~PulseOx ~~Report on Form 8-K.~~technology

~~Item~~that 3it sells and for which it receives payment, up to a maximum amount of $75,000 (the “Revenue Based Payment”).02 ~~Unregistered~~Additionally, ~~Sales~~50% the aggregate amount of ~~Equity~~the ~~Securities~~Revenue Based Payment made during the term of the Note shall be applied to the amount outstanding under the Note. Accordingly, upon payment or conversion, the amount being repaid or converted under the Note will be reduced by an amount equal to 50% of the aggregate Revenue Based Payment until the date of payment/conversion.

~~The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.~~2

The ~~Company~~offering was ~~claims~~completed anthrough ~~exemption~~a private placement and is exempt from ~~the~~ registration ~~requirements~~pursuant to Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering and Rule 506 promulgated by the ~~private~~United ~~placement~~States ofSecurities and Exchange Commission under the ~~securities~~Securities ~~referenced~~Act ~~herein~~of ~~pursuant~~1933, toas ~~Section~~amended. In claiming the exemption under Section 4(2), ofthe Company relied in part on the ~~Securities~~following ~~Act~~facts: of(1) ~~1933~~the offers and~~/or~~ ~~Regulation~~sales Dinvolved ~~promulgated~~an ~~thereunder~~existing ~~since,~~investor; ~~among~~(2) ~~other~~the ~~things,~~Investor had access to information regarding the ~~transaction~~Company; ~~did~~(3) ~~not~~the ~~involve~~ Investor represented that it (a) ~~public~~had ~~offering~~sufficient knowledge and experience in financial, tax and business matters to evaluate the ~~investor~~merits isand risk of an ~~accredited~~investment ~~investor~~in the Company, ~~has~~(b) ~~access~~was able to ~~information~~bear ~~about~~the useconomic risk ~~and~~of ~~their~~an investment, in the ~~investor took~~Company and (c) acquired the ~~securities~~shares for ~~investment~~its own account, and not ~~resale,~~with a view to the distribution thereof; (4) the Private Placement did not involve any general solicitation or general advertising; and (5) a restrictive legend was placed on the ~~Company~~Note ~~took~~and ~~appropriate~~will ~~measures~~be toplaced ~~restrict~~on the ~~transfer~~shares of Common Stock issuable upon conversion of the ~~securities~~Note or exercise of the Warrant.

Item 32.03. ~~Material~~Creation ~~Modification~~of toa ~~Rights~~Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Security~~a ~~Holders~~Registration.

The information ~~set~~included ~~forth~~in ~~under~~ Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 32.03.

~~The~~Item foregoing description of the Series A Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.102. ~~and~~Unregistered ~~incorporated~~Sales ~~herein~~of byEquity ~~reference~~Securities.

The information included in Item 51.01 of ~~Changes~~this inForm ~~Control~~8-K ofis ~~Registrant~~hereby incorporated by reference into this Item 3.02.

~~The~~ITEM ~~information set forth under Item 1~~9.01. isFINANCIAL ~~incorporated~~STATEMENTS byAND ~~reference into this Item 3.03.~~EXHIBITS

The Series A Preferred Shares have voting rights equal to that of the common stockholders and may vote on any matter that common shareholders may vote. One share of Series A Preferred Stock has the voting equivalent of not less than 0.67% of the issued and outstanding common stock (~~representing~~ a ~~super majority voting power~~) ofFinancial ~~the vote required to approve any action, in which the shareholders of the Company's common stock may vote~~Statements.

~~On August 23, 2013, Mr~~None. 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.

2(b) Pro Forma Financial Information.

~~Item 5~~None.~~03 Amendments to Articles of Incorporation.~~

On(d) ~~August 26, 2013, the Company amended its Articles of Incorporation for the creation of its Series A Preferred Stock~~Exhibits. 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~~None

~~(a) Financial Statements.~~3

~~None.~~SIGNATURES

~~(b)~~Pursuant ~~Pro~~to ~~Forma~~the ~~Financial~~requirements ~~Information~~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.

None.


Dated: January 3, 2014	SPO GLOBAL INC.

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

~~(d) Exhibits.~~4

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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