UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 631, 2009

INTRAOP MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 000-49735 (Commission File Number) 87-0642947 (I.R.S. Employer Identification No.)


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 Sunnyvale, California (Address of principal executive offices) 94085 (Zip Code)


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

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

Not Applicable (Former name, ~~former~~or ~~address and~~ former ~~fiscal year~~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 3 1.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~November~~December 631, 2009, Intraop Medical Corporation, ~~a Nevada corporation~~ (the “Company”), ~~filed with~~entered ~~the~~into ~~Nevada Secretary of State~~ an amendment to the ~~Company’s~~Debenture ~~articles~~Purchase ofAgreement ~~incorporation~~ (the “~~Amendment~~Purchase Agreement”), todated ~~(i)~~as of September ~~effect~~30, a2008 ~~reverse~~and amended ~~split~~as of ~~the~~April 9, ~~issued~~2009 and ~~outstanding~~June 30, ~~shares~~2009, ofwith ~~the~~Lacuna ~~Company’s~~Venture Fund LLLP and Lacuna Hedge Fund ~~common~~LLLP ~~stock~~(together, ~~whereby~~“Lacuna”), ~~each~~E.U. 50Capital ~~shares~~Venture, ofInc. ~~common~~(“E.U. ~~stock~~Capital”), ~~was~~Encyclopedia ~~combined~~Equipment ~~into~~LLC (“Encyclopedia”), ~~one~~VMG ~~share~~Holdings ofII, ~~the~~LLC ~~Company’s common~~(“VMG”) ~~stock~~and Rawleigh Ralls (collectively, the “~~Reverse Stock Split~~Debenture Purchasers”), ~~(ii) reduce~~and the ~~authorized~~10% ~~number~~Senior ofSecured ~~shares~~Debentures of(the “Debentures”) that the Company’s ~~common~~has ~~stock~~issued under ~~from~~the ~~500~~Purchase Agreement,~~000,000~~ toin ~~100,000,000~~order ~~and~~to (~~iii~~i) ~~authorize~~extend athe ~~class~~period ofduring ~~preferred stock, pursuant to~~ which the Company’s ~~board~~may ofissue Debentures ~~directors~~under ~~would have~~ the ~~authority~~Purchase toAgreement ~~issue~~and up(ii) extend ~~to 20,000,000~~the ~~shares~~maturity date of ~~such~~the ~~preferred~~Debentures, ~~stock~~ in each ~~one~~case oruntil ~~more~~January 31, ~~series~~2010. The ~~Reverse~~Purchase ~~Stock~~Agreement ~~Split~~provides ~~and~~that ~~other amendments~~the Company may issue up to $5,000,000 ~~the~~aggregate ~~Company’s~~principal ~~articles~~amount of ~~incorporation~~Debentures. ~~were~~As ~~made~~of ~~effective~~December 31, on2009, ~~such~~an ~~date.~~aggregate ~~The~~of ~~proposals~~$4,600,000 ~~relating~~principal toamount ~~the~~of ~~Amendment,~~Debentures ~~after~~has ~~being~~been ~~approved~~issued byto the ~~Company’s~~Debenture ~~board~~Purchasers ofas ~~directors~~follows: $3,400,000 ~~were presented~~aggregate toprincipal ~~the~~amount ~~Company’s~~to ~~stockholders~~Lacuna; in$250,000 aaggregate ~~consent~~principal ~~solicitation~~amount ~~statement~~to ~~dated May~~Mr. 8Ralls; $250,000 ~~2009~~aggregate ~~that was~~principal ~~filed~~amount ~~with~~to ~~the~~Encyclopedia; ~~Securities~~$200,000 ~~and~~aggregate ~~Exchange~~principal ~~Commission~~amount to VMG; and ~~approved~~$500,000 inaggregate ~~June 2009~~principal amount to E.U. Capital.

As aamended, ~~result~~the Debentures 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 ~~Amendment~~of (i) January 31, 2010 or (ii) the date the Company’s ~~board~~closes an issuance, or series of issuances, ~~directors~~of ~~will~~promissory ~~have~~notes convertible into shares of its Common Stock with gross aggregate proceeds received by the ~~authority~~Company of not less than $6,000,000 (other than pursuant to the Purchase ~~issue~~Agreement). In the event that (i) the Company closes an issuance, or series of issuances, of shares of ~~preferred~~its ~~stock~~Preferred Stock (the “New Securities”) with ~~such~~gross ~~liquidation~~aggregate ~~and~~proceeds ~~dividend~~received ~~preferences~~by the Company of not less than $1,000,000 ~~voting~~and ~~rights~~(ii) the Debentures have not been paid in full, then the ~~conversion~~entire ~~privileges~~outstanding principal balance and ~~other~~all ~~rights~~accrued asbut unpaid interest thereon shall convert at the ~~Company’s~~option ~~board~~of the holder into shares of ~~directors~~the ~~deems~~New ~~appropriate without~~Securities at a conversion price equal to the ~~need~~price per ~~for~~share ~~additional~~paid ~~stockholder~~by ~~approval.~~the ~~Any~~investors ~~such~~purchasing ~~shares~~the ofNew ~~preferred~~Securities ~~stock~~on ~~may~~the besame terms and conditions as ~~senior~~given to orsuch ~~otherwise~~investors. ~~adversely~~Upon ~~affect~~ the ~~rights~~occurrence of ~~the~~certain ~~holders~~events of default, the ~~Company’s~~full ~~common stock.~~principal ~~The~~amount ~~issuance~~ of ~~preferred~~the ~~stock~~Debentures, ~~while~~together ~~providing~~with ~~flexibility~~all inaccrued ~~connection~~but ~~with~~unpaid ~~possible~~interest ~~financings~~ and ~~other~~late ~~corporate~~fees ~~purposes~~thereon, becomes ~~could,~~immediately ~~among~~due ~~other~~and ~~things,~~payable. ~~have~~The obligations of the ~~effect~~Company in respect of ~~delaying,~~the ~~deferring~~Debentures are orsecured by a lien on substantially all of the Company assets (subject to certain other ~~preventing~~permitted liens) pursuant to the terms of a ~~change~~security inagreement ~~control~~among the Company and the Debenture Purchasers.

~~The~~In ~~Amendment~~connection iswith ~~attached~~the asissuance ~~Exhibit 3~~of the Debentures, the Company has issued warrants to purchase an aggregate of 821,419 shares of common stock to the purchasers of such Debentures, which includes warrants to purchase 607,136 shares issued to Lacuna, 44,642 shares issued to Mr.1 Ralls, 44,642 shares issued to ~~this~~Encyclopedia, ~~Current~~35,714 ~~Report~~shares onissued ~~Form~~to 8VMG Holdings II, LLC and 89,285 shares issued to E.U. Capital. These warrants have a five-Kyear term, subject to early termination upon the occurrence of certain events, and ~~incorporated~~an exercise price of $1.40 per share. Pursuant to the Purchase ~~herein~~Agreement, bythe ~~reference~~Company may be obligated to issue warrants to purchase up to an additional 71,428 shares of its Common Stock to the purchasers of the remaining Debentures that are available for issuance under the Purchase Agreement.

~~Item~~ Lacuna 5is an investor in the Company.03 ~~Amendments~~Since toentering ~~Articles~~into that certain Common Stock and Warrant Purchase Agreement, dated August 17, 2007, Lacuna has acquired, in a series of transactions, ~~Incorporation~~approximately or34% ~~Bylaws;~~of ~~Change~~the Company’s total outstanding Common Stock, for an aggregate purchase price of approximately $4,075,000. In addition, Lacuna and certain of its affiliates are a party to a rights agreement, dated August 17, 2007, as amended on August 27, 2007, by and among the Company and certain investors named therein, which grants the investors certain registration rights and rights to participate in ~~Fiscal~~subsequent ~~Year~~offerings.

~~The~~Rawleigh ~~information~~Ralls ~~set~~is ~~forth~~a indirector ~~Item 3.03~~ of ~~this~~the ~~Current~~Company ~~Report~~and ona ~~Form~~managing 8-director of Lacuna’s parent entity. J.K. isHullett ~~incorporated~~and Wink Jones, who serve as officers of the Company, are also managing directors of ~~herein~~Lacuna’s byparent ~~reference~~entity.

~~Item~~ Oliver 9Janssen is a director of the Company and a member of Encyclopedia.01 ~~Financial~~Mr. Janssen ~~Statements~~is a stockholder of the Company and ~~Exhibits~~holds warrants to purchase shares of the Company’s Common Stock. Mr. Janssen is also a party to the rights agreement described above.

~~(d)~~ The ~~Exhibits~~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.

Exhibit
Number		Description of Document
3.1		Amendment to Articles of Incorporation.

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.

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: November 9, 2009	By:	/s/ John Powers
Dated: January 6, 2010	By:	/s/ John Powers
		John Powers
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number		Description of Document
3.1		Amendment to Articles of Incorporation.

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