<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1996
-----------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-19567
-------
CARDIAC SCIENCE, INC
---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0465681
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8 HAMMOND DRIVE, SUITE 111, IRVINE, CALIFORNIA 92718
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (714) 587-0357
------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of shares of the Common Stock of the registrant outstanding as of
August 1, 1996 was 37,321,177.
<PAGE>
CARDIAC SCIENCE, INC.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
------------------------------
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Item 1. Financial Statements:
Balance Sheets
June 30, 1996 (Unaudited) and
December 31, 1995 3
Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 1996
and 1995 and period from May 20, 1991
(inception) to June 30, 1996 4
Statement of Stockholders' Equity (Deficiency) (Unaudited)
May 20, 1991 (inception) to June 30, 1996 5
Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 1996 and
1995 and period from May 20, 1991 (inception) to
June 30, 1996 6
Notes to Unaudited Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
-2-
<PAGE>
CARDIAC SCIENCE, INC.
---------------------
(A development stage company)
BALANCE SHEETS
--------------
ASSETS
------
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents...................................... $ 741,637 $ 1,177,806
Prepaid expenses............................................... 7,301 11,220
------------ ------------
Total current assets......................................... 748,938 1,189,026
Equipment, at cost............................................... 70,286 70,286
Less accumulated depreciation.................................. (39,189) (32,809)
------------ ------------
Equipment, net................................................. 31,097 37,477
Other assets..................................................... 4,012 4,012
------------ ------------
$ 784,047 $ 1,230,515
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable............................................... $ 112,213 $ 164,447
Accrued interest............................................... --- 13,402
Accrued expenses............................................... 4,216 4,216
Accrued payroll................................................ 45,397 37,615
------------ ------------
Total current liabilities.................................... 161,826 219,680
Note payable to related party.................................. --- 102,000
Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000 shares authorized,
none issued or outstanding at June 30, 1996 or 1995.
Common stock - $.001 par value:
Authorized shares - 40,000,000
Issued and outstanding shares 37,321,177
in June 30, 1996 and 31,953,677 in December 31, 1995..... 37,177 31,905
Common stock subscribed - 1,666,667 in June 30, 1996
and 6,186,667 in 1995.................................... 250,000 924,134
Additional paid-in capital..................................... 4,916,220 4,115,906
Deficit accumulated during the development stage............... (4,581,176) (4,163,110)
------------ ------------
Total stockholders' equity................................... 622,221 908,835
------------ ------------
$ 784,047 $ 1,230,515
============ ============
</TABLE>
See accompanying notes.
-3-
<PAGE>
CARDIAC SCIENCE, INC.
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
MAY 20, 1991
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) TO
JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1996 1995 1996 1995 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Costs and expenses:
Research and development.............................. $ 98,446 $ 124,288 $ 222,068 $ 231,357 $ 1,790,073
General and administrative............................ 111,736 118,627 219,464 235,295 2,478,767
Interest expense...................................... --- --- --- 2,040 192,514
Interest income....................................... (10,236) (24,703) (23,849) (44,782) (130,301)
----------- ----------- ----------- ----------- -----------
Total costs and expenses............................ 199,946 218,212 417,683 423,910 4,331.053
Income taxes.......................................... 183 1,600 383 2,220 5,123
----------- ----------- ----------- ----------- -----------
Loss before extraordinary expense..................... (200,129) (219,812) (418,066) (426,130) (4,336,176)
Extraordinary expense
from extinguishment of debt......................... --- --- --- --- 245,000
----------- ----------- ----------- ----------- -----------
Net loss.............................................. $ (200,129) $ (219,812) $ (418,066) $ (426,130) $(4,581,176)
=========== =========== =========== =========== ===========
Loss per share........................................ $ (.01) $ (.01) $ (.01) $ (.01)
=========== =========== =========== ===========
Number of shares used in the computation of
loss per share...................................... 38,987,844 37,969,677 38,597,844 37,967,011
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE>
CARDIAC SCIENCE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
MAY 20, 1991 (INCEPTION) TO JUNE 30, 1996
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK SUBSCRIBED ADDITIONAL
----------------------- -------------------------
NUMBER OF NUMBER OF PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL
----------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Issuance of common stock for
cash on May 20, 1991................ 6,927,448 $ 6,927 --- $ --- $ 4,073
Net loss.............................. --- --- --- --- ---
----------- ---------- ----------- ------------ -----------
Balance at December 31, 1991.......... 6,927,448 6,927 --- --- 4,073
Cancellation of common stock at
$.0016 per share.................... (29,761) (30) --- --- (17)
Issuance of common stock for cash
at $.03 per share................... 70,000 70 --- --- 2,030
Issuance of common stock
in lieu of payment of interest
payable at $.15 per share........... 144,493 145 --- --- 21,529
Issuance of common stock for
services at $.38 per share.......... 60,000 60 --- --- 22,740
Issuance of common stock for
services at $.4375 per share........ 50,479 50 --- --- 22,033
Issuance of common stock for
services at $.898 per share......... 50,000 50 --- --- 44,872
Issuance of common stock for
services at $2.156 per share........ 6,611 7 --- --- 14,248
Common stock issuable................. --- --- --- --- 831,000
Net loss.............................. --- --- --- --- ---
----------- ---------- ----------- ------------ -----------
Balance at December 31, 1992.......... 7,279,270 7,279 --- --- 962,508
Issuance of common stock in lieu of
payment of interest payable
at $.40 per share................... 129,473 129 --- --- 51,660
Issuance of common stock for cash
at $.40 per share................... 3,000,000 3,000 --- --- 130,889
Issuance of common stock for
services at $.40 per share.......... 72,699 73 --- --- 29,007
Common stock warrants exercised
at $.40 per share................... 625,000 625 --- --- 249,375
Common stock options exercised
at $.03 per share................... 6,667 7 --- --- 193
Cancellation of common stock
at $.0016 per share................. (6,298) (6) --- --- (4)
Net loss.............................. --- --- --- --- ---
----------- ---------- ----------- ------------ -----------
Balance at December 31, 1993.......... 11,106,811 11,107 --- --- 1,423,628
Common stock warrants exercised
at $.15 per share, net.............. --- --- 4,386,667 654,134 ---
Common stock subscribed
for debt forgiveness
at $.15 per share................... --- --- 1,800,000 270,000 ---
Issuance of common stock
for cash at $.15 per share, net..... 20,000,000 20,000 --- --- 2,185,000
Issuance of common stock in lieu
of payment of interest payable
at $.15 per share................... 370,866 370 --- --- 55,226
Issuance of common stock for
services at $.40 per share.......... 100,000 100 --- --- 39,900
Common stock warrants
exercised at $.40 per share......... 200,000 200 --- --- 79,800
Warrants issued at $.001 per
share for future services........... --- --- --- --- 149,000
Warrants issued at $.001 per
share for debt extinguishment....... --- --- --- --- 150,000
Amortization of unearned
compensation........................ --- --- --- --- ---
Net loss.............................. --- --- --- --- ---
----------- ---------- ----------- ------------ -----------
Balance at December 31, 1994.......... 31,777,677 31,777 6,186,667 924,134 4,082,554
Issuance of common stock in lieu
of payment of royalties at $.50
per share........................... 60,000 60 --- --- 29,940
Common stock options exercised........ 116,000 68 --- --- 3,412
Amortization of unearned
compensation......................... --- --- --- --- ---
Net loss.............................. --- --- --- --- ---
----------- ---------- ----------- ------------ -----------
Balance at December 31, 1995.......... 31,953,677 31,905 6,186,667 924,134 4,115,906
Common stock options exercised........ 130,000 35 --- --- 1,015
Warrants exercised.................... 717,500 717 --- --- 129,685
Subscribed shares issued.............. 4,520,000 4,520 (4,520,000) (674,134) 669,614
Net loss.............................. --- --- --- --- ---
----------- ---------- ----------- ------------ -----------
Balance at June 30, 1996.............. 37,321,177 $ 37,177 1,666,667 $ 250,000 $ 4,916,220
=========== ========== =========== ============ ===========
ACCUMULATED UNEARNED
DEFICIT COMPENSATION TOTAL
----------- ------------ -----------
<S> <C> <C> <C>
Issuance of common stock for
cash on May 20, 1991................ $ --- $ --- $ 11,000
Net loss.............................. (244,247) --- (244,247)
----------- ------------ -----------
Balance at December 31, 1991.......... (244,247) --- (233,247)
Cancellation of common stock at
$.0016 per share.................... --- --- (47)
Issuance of common stock for cash
at $.03 per share................... --- --- 2,100
Issuance of common stock
in lieu of payment of interest
payable at $.15 per share........... --- --- 21,674
Issuance of common stock for
services at $.38 per share.......... --- --- 22,800
Issuance of common stock for
services at $.4375 per share........ --- --- 22,083
Issuance of common stock for
services at $.898 per share......... --- --- 44,922
Issuance of common stock for
services at $2.156 per share........ --- --- 14,255
Common stock issuable................. --- 831,000
Net loss.............................. (773,894) --- (773,894)
----------- ------------ -----------
Balance at December 31, 1992.......... (1,018,141) --- (48,354)
Issuance of common stock in lieu of
payment of interest payable
at $.40 per share................... --- --- 51,789
Issuance of common stock for cash
at $.40 per share................... --- --- 133,889
Issuance of common stock for
services at $.40 per share.......... --- --- 29,080
Common stock warrants exercised
at $.40 per share................... --- --- 250,000
Common stock options exercised
at $.03 per share................... --- --- 200
Cancellation of common stock
at $.0016 per share................. --- --- (10)
Net loss.............................. (1,471,076) --- (1,471,076)
----------- ------------ -----------
Balance at December 31, 1993.......... (2,489,217) --- (1,054,482)
Common stock warrants exercised
at $.15 per share, net.............. --- --- 654,134
Common stock subscribed
for debt forgiveness
at $.15 per share................... --- --- 270,000
Issuance of common stock
for cash at $.15 per share, net..... --- --- 2,205,000
Issuance of common stock in lieu
of payment of interest payable
at $.15 per share................... --- --- 55,596
Issuance of common stock for
services at $.40 per share.......... --- --- 40,000
Common stock warrants
exercised at $.40 per share......... --- --- 80,000
Warrants issued at $.001 per
share for future services........... --- (149,000) ---
Warrants issued at $.001 per
share for debt extinguishment....... --- --- 150,000
Amortization of unearned
compensation........................ --- 45,154 45,154
Net loss.............................. (733,397) --- (733,397)
----------- ------------ -----------
Balance at December 31, 1994.......... (3,222,614) (103,846) 1,712,005
Issuance of common stock in lieu
of payment of royalties at $.50
per share........................... --- --- 30,000
Common stock options exercised........ --- --- 3,480
Amortization of unearned
compensation......................... --- 103,846 103,846
Net loss.............................. (940,496) --- (940,496)
----------- ------------ -----------
Balance at December 31, 1995.......... (4,163,110) --- 908,835
Common stock options exercised........ --- --- 1,050
Warrants exercised.................... --- --- 130,402
Subscribed shares issued.............. --- --- ---
Net loss.............................. (418,066) --- (418,066)
----------- ------------ -----------
Balance at June 30, 1996.............. $(4,581,176) --- $ 622,221
=========== ============ ===========
</TABLE>
See accompanying notes.
-5-
<PAGE>
CARDIAC SCIENCE, INC.
STATEMENTS OF CASH FLOWS
------------------------
(Unaudited)
<TABLE>
<CAPTION>
PERIOD FROM
SIX MONTHS SIX MONTHS MAY 20, 1991
ENDED ENDED (INCEPTION) TO
JUNE 30, JUNE 30, JUNE 30,
1996 1995 1996
----------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss........................................... $ (418,066) $ (426,130) $(4,581,176)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation..................................... 6,380 6,451 39,189
Accounts payable converted to notes payable
to related parties............................. --- --- 305,371
Amortization of unearned compensation from
issuance of warrants........................... --- 77,884 149,000
Non-cash extraordinary charge.................... --- --- 245,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets........ 3,919 4,963 (7,301)
Accounts payable................................. (52,234) (27,484) 287,745
Accrued payroll.................................. 7,782 3,744 45,397
Accrued interest................................. --- (2,404) 142,461
Accrued expenses................................. --- --- 4,216
Other, net......................................... --- --- (4,012)
---------- ---------- -----------
Net cash used in operating activities.............. (452,219) (362,976) (3,374,110)
Cash flows from investing activities - purchase
of equipment....................................... --- (6,668) (70,286)
---------- ---------- -----------
Cash flows from financing activities:
Proceeds from notes payable to related parties....... --- --- 450,000
Payments of notes payable to related parties......... --- --- (450,000)
Proceeds from advance from related party............. --- --- 10,600
Payments of advance from related party............... --- --- (10,600)
Proceeds from issuance of Common Stock............... 16,050 480 4,186,033
---------- ---------- -----------
Net cash provided by financing activities.......... 16,050 480 4,186,033
---------- ---------- -----------
Net increase (decrease) in cash and equivalents...... (436,169) (369,164) 741,637
---------- ---------- -----------
Cash and equivalents at beginning of period.......... 1,177,806 1,950,641 0
---------- ---------- -----------
Cash and equivalents at end of period................ $ 741,637 $1,581,477 $ 741,637
========== ========== ===========
Supplemental cash flow disclosures:
Cash paid during the period for:
Income taxes....................................... $ 383 $ 2,220 $ 4,940
Interest........................................... --- $ 4,444 $ 44,851
Supplemental schedule of noncash investing
and financing activities:
Accounts payable and accrued interest paid
by issuance of Common Stock...................... $ 13,402 $ --- $ 519,564
</TABLE>
See accompanying notes.
-6-
<PAGE>
CARDIAC SCIENCE, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 1995
A. ORGANIZATION AND OPERATIONS OF THE COMPANY
Cardiac Science, Inc. (the Company) was incorporated on May 20, 1991 to
develop, manufacture and market a family of non-invasive (non-surgical)
Automatic External Cardioverter Defibrillator ("AECD") devices (the "Products")
---- --------
to treat persons suffering from or at high risk of life threatening arrhythmias.
The Company's Products will be designed to continuously monitor, quickly detect
and then automatically, through transmission of electrical energy charges to the
patient's heart, terminate the onset of ventricular tachyarrhythmia (dangerously
fast heart rate) and/or ventricular fibrillation (quivering of the heart
following tacharrhythmia which usually results in death). Among the
cardioverter/defibrillator devices under development by the Company will be
ambulatory (mobile) AECD devices similar in function to the Implantable
Cardioverter Defibrillator ("ICD") devices that are either currently approved
---
for sale by the U.S. Food and Drug Administration (the "FDA") or are undergoing
---
clinical trials. However, the Company's planned AECD Products will not require
surgery to implant the devices. Moreover, the Company's Products will not
require the presence of a human operator to activate the device and deliver the
defibrillator charge, as is the case in other existing devices.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Continued Existence
---------------------------------------------
The Company is in the development stage. From May 20, 1991 (inception)
through June 30, 1996 the Company has not generated any operating revenues and
has incurred losses of $4,581,176. Recovery of the Company's assets is
dependent upon future events, the outcome of which is indeterminable.
Additionally, successful completion of the Company's development program and its
transition, ultimately, to attaining profitable operations is dependent upon
obtaining additional financing adequate to fulfill its research and development
activities, and achieving a level of revenues adequate to support the Company's
cost structure. The Company is currently attempting to identify other sources
of financing. There can be no assurance that the Company will be successful in
these areas.
In September 1994, the Company completed a private placement offering (the
"Private Placement) of 20,000,000 shares of Common Stock at $.15 per share for
gross proceeds of $3,000,000. Proceeds of $2,205,000, net of issuance costs of
$795,000, were used to reduce trade payables and to provide working capital to
resume operations which had temporarily ceased.
In connection with the Private Placement, Medstone International, Inc.
exercised warrants to purchase 2,720,000 shares of the Company's Common Stock.
The proceeds of $408,000 were
-7-
<PAGE>
used to pay down a portion of the notes payable to Medstone. The due date for
the remaining principal balance of $102,000 was extended to April 1, 1996. The
expiration date for the remaining warrants was changed to March 31, 1996. In
addition, Medstone subscribed for 1,800,000 shares of the Company's Common Stock
and the Company issued a ten year warrant to purchase 1,000,000 shares at $.001
per share in exchange for unsecured obligations of approximately $175,000. The
difference between the value of the stock and warrant issued, $270,000 and
$150,000, respectively, and the extinguished debt of $175,000 or $245,000 was
treated as an extraordinary expense. The 2,720,000 shares underlying the
warrants and the 1,800,000 shares for debt forgiveness were not issued at the
time of the Private Placement in accordance with an agreement between the
Company and Medstone. Consequently the amounts relating to these shares had
been shown as common stock subscribed. As of January 22, 1996 all shares have
been issued.
In connection with the Private Placement, Technology Funding, Inc., a
principal stockholder of the Company, exercised warrants to purchase 1,666,667
shares of the Company's Common Stock. The proceeds were used by the Company to
repay the note payable to Technology Funding of $250,000. The shares underlying
the warrants will not be issued until the Company completes its proposed
recapitalization. Consequently, the amounts relating to these shares are shown
as Common Stock subscribed.
In connection with the Private Placement, ten year warrants to purchase
11,000,000 shares of the Common Stock at $.001 per share were issued to the
following: 6,000,000 shares to the placement agent, 3,000,000 shares to legal
counsel of the Company, 1,000,000 shares to a financial advisor to the Company,
and 1,000,000 shares to directors of the Company.
Also in connection with the Private Placement, ten year stock options to
purchase 1,250,000 shares at $.15 per share were granted to an officer of the
Company.
In April 1996, Medstone exercised warrants to purchase 680,000 shares of
the Company's Common Stock. These warrants had been issued in connection with
the original loan agreements dated April 28, 1992, a portion of which had been
exercised at the time of the September 1994 Private Placement. Proceeds of
$102,000 were used to pay down the remainder of the note payable to Medstone.
C. PER SHARE INFORMATION
Net loss per share as presented in the accompanying statements of
operations is computed based on the weighted average number of common shares
outstanding and subscribed. Shares issuable upon exercise of outstanding stock
options and warrants are not included since the effects would be anti-dilutive.
8
<PAGE>
D. INCOME TAXES
The Company has elected to adopt Financial Accounting Standards Board
Statement No. 109. The implementation had no material impact on the Company's
financial position or results of operations.
E. NOTE PAYABLE
At March 31, 1996 the Company had a note payable to Medstone in the
principal amount of $102,000. On April 1, 1996, Medstone exercised its warrants
to purchase 680,000 shares of the Company's Common Stock at $.15 per share. The
gross proceeds of $102,000 were used to pay off the outstanding balance of the
note payable to Medstone, which then released its lien on the Company's assets.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company is a development stage company which is primarily engaged in the
development of non-invasive automatic defibrillator devices to treat persons
suffering from or at high risk of, life threatening arrhythmias. The Company
commenced operations in May 1991. Its operations to date have consisted
primarily of organizational activities, research and development, FDA testing,
and financing related activities. The Company has not generated any revenues to
date and is not at a commercial stage where revenues are expected in the near
future. At present, the Company does not have the Products, financing or
government approvals necessary to commence marketing activities.
RESULTS OF OPERATIONS
- ---------------------
For the three and six months ended June 30, 1996, the Company had no
revenues and a net loss of $200,129 and $418,066, respectively, compared to no
revenues and a net loss of $219,812 and $426,130, respectively, for the three
and six months ended June 30, 1995. The comparable net losses reflects a
stabilized expenditure level as the Company continues its clinical efforts. It
is anticipated that the Company will continue to incur losses in coming periods.
Research and development expenses decreased to $98,446 and $222,068,
respectively, for the three and six months ended June 30, 1996, from $124,288
and $231,357, respectively, for the three and six months ended June 30, 1995,
respectively, due to lower development expenditures as the Company narrows its
product focus as clinical trials continue.
General and administrative expenses decreased to $111,736 and $219,464,
respectively, for the three and six months ended June 30, 1996, compared to
$118,627 and $235,295, respectively, for the three and six months ended June 30,
1995, due to slightly lower administration activity.
Interest expense decreased to $0 and $0, respectively, for the three and six
months ended June 30, 1996, compared to $0 and $2,040, respectively, for the
three months and six ended June 30, 1994, as borrowing levels declined and the
Company negotiated a suspension of interest expense from Medstone for past
considerations. The remaining indebtedness was repaid in April 1996.
Interest income decreased to $10,236 and $23,894, respectively, for the
three and six months ended June 30, 1996, from $24,703 and $44,782,
respectively, for the three and six months ended June 30, 1995, due to the
decrease in investable cash as a result of expenditures for operations.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At June 30, 1996, the Company had cash and cash equivalents and working
capital of $741,637 and $587,112, respectively, as compared to cash and cash
equivalents and working capital of $1,177,806 and $969,346 at December 31, 1995,
respectively.
The Company received cash contributions of $11,000 upon its initial share
issuances to its founding shareholders in May 1991. During the period June 1991
through December 31, 1993, the Company received loans in the aggregate principal
amounts of $510,000 and $250,000 from Medstone International, Inc. and
Technology Funding, Inc., (principal shareholders of the Company), respectively.
These loans were evidenced by promissory notes, (the "Medstone Note" and the
"Technology Funding Note"), which accrued interest at a rate of 8% per annum,
payable quarterly, and which were secured by all of the Company's assets and
were scheduled to mature on the earlier of April 1, 1995 or the closing of an
initial public offering of the Company's Common Stock pursuant to an effective
registration statement under the Securities Act of 1933. In connection with
such borrowings, the Company issued to Medstone warrants to purchase 3,399,998
shares of Common Stock, (the "Medstone Warrants") for an aggregate exercise
price of $510,000, and to Technology Funding warrants to purchase 1,666,667
shares of Common Stock (the "Technology Funding Warrants") for an aggregate
exercise price of $250,000.
In January 1993, in conjunction with a private placement, the Company issued
3,000,000 shares, and warrants to purchase 3,000,000 shares of common stock, for
an aggregate net proceeds of approximately $965,000. The proceeds from the
private placement funded the Company's operations through October 1993. As of
December 31, 1995, a total of 825,000 warrants issued in the private placement
had been exercised for gross proceeds of $330,000. From January 1996 through
June 30, 1996 an additional 37,500 warrants were exercised for gross proceeds of
$15,000 and the remaining 2,137,500 warrants expired.
In February 1994, the Company substantially curtailed operations due to lack
of funds, and, in May 1994, unable to locate an immediate source for a working
capital infusion, the Company temporarily ceased all activities except in
connection with obtaining financing.
In September 1994, the Company completed a private placement (the "Private
Placement"), issuing 20,000,000 shares of Common Stock at $.15 per share for
gross proceeds of $3,000,000. Net proceeds were approximately $2,205,000, after
payment of commissions and expenses to A.R. Baron & Co., Inc., who acted as
placement agent, and legal and other expenses related to the Private Placement.
Shortly thereafter, the Company leased new premises, rehired certain of its
employees and resumed its research and development activities.
In connection with the Private Placement and concurrently with the closing
thereof, (i) Medstone exercised the Medstone Warrants to the extent of 2,720,000
shares, (ii) the Company utilized the proceeds therefrom ($408,000) to pay an
equivalent portion of the $510,000 Medstone Note, (iii) the due date for the
remaining principal balance on the Medstone Note ($102,000) was
11
<PAGE>
extended to April 1, 1996, (iv) Medstone retained its current lien on the assets
of the Company until the balance of the Medstone Note is paid, (v) the
expiration date for the remaining Medstone Warrants to purchase 680,000 shares
of Common Stock was changed to March 31, 1996, and (vi) all outstanding
unsecured obligations owing by the Company to Medstone (approximately $175,000)
were satisfied by Medstone subscribing for 1,800,000 shares of Common Stock and
the Company agreeing to issue a ten year warrant to purchase 1,000,000 shares of
Common Stock at $.001 per share. In April 1995, per an oral agreement between
the Company and Medstone, interest expense on the note was suspended due to
prior consideration paid during the renegotiation of the unsecured debt in 1994.
The 2,720,000 shares underlying the warrants and the 1,800,000 shares for debt
forgiveness were not issued in 1994 in accordance with an agreement between the
Company and Medstone, but as of January 22, 1996 all shares have been issued. In
addition, concurrently with the closing of the Private Placement, (i) Technology
Funding exercised all of the 1,666,667 Technology Funding Warrants and (ii) the
Company utilized the proceeds therefrom ($250,000) to pay the $250,000
Technology Funding Note. The shares underlying the warrants will not be issued
until the Company completes its proposed recapitalization. Consequently, the
amounts relating to these shares are shown as Common Stock subscribed.
Also in connection with the Private Placement, the Company entered into
agreements with each of Breslow & Walker, counsel of the Company, Howard Cooper,
former Chairman, and Fran Daniels, a financial consultant, to forego receipt of
outstanding payables aggregating $126,000 until the earlier of the next public
offering of the Company or March 19, 1996. The Company paid Howard Cooper the
outstanding payable of $30,000 in April 1996. The other two parties have
verbally agreed to accept payment of the remaining $96,000 in payables after the
completion of the next financing.
The Company anticipates that its current cash balance will be sufficient to
meet the Company's cash requirements for at least the next 12 months, after
which the Company will need additional financing. In this connection, the
Company currently intends to seek to complete equity financing in the form of a
private placement or public offering of its securities. However, there can be
no assurance that such public offering can be consummated or that the Company
will be able to obtain alternative financing. In the event the Company is
unable to obtain any such financing, the Company will be unable to complete the
development of its Products or to continue as a going concern.
12
<PAGE>
CARDIAC SCIENCE, INC.
---------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security-Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibit 11 - Computation of Per Share Information.
b) There were no reports on Form 8-K filed with the Commission during
the quarter ended June 30, 1996.
13
<PAGE>
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.
CARDIAC SCIENCE, INC.
---------------------
Date: August 10, 1996 /s/ Prabodh Mathur
--------------------------------------------
Prabodh Mathur
Acting President and Vice President,
Research and Development
(Principal financial and
accounting officer)
14
<PAGE>
EXHIBIT 11.1
CARDIAC SCIENCE, INC.
COMPUTATION OF PER SHARE INFORMATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Earnings:
Net income (loss)................ $ (200,129) $ (219,812) $ (418,066) $ (426,130)
=========== =========== =========== ===========
Computation of primary per share
information:
Shares:
Weighted average number
of shares outstanding......... 38,987,844 37,969,677 38,597,844 37,967,011
=========== =========== =========== ===========
Primary earnings per share:
Net income (loss)............... $ (.01) $ (.01) $ (.01) $ (.01)
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 741,637
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 748,938
<PP&E> 70,286
<DEPRECIATION> 39,189
<TOTAL-ASSETS> 784,047
<CURRENT-LIABILITIES> 161,826
<BONDS> 0
0
0
<COMMON> 37,177
<OTHER-SE> 585,044
<TOTAL-LIABILITY-AND-EQUITY> 748,938
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 199,946
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (199,946)
<INCOME-TAX> 183
<INCOME-CONTINUING> (200,129)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (200,129)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
