CARDIAC SCIENCE INC
8-K, 1998-11-02
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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             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): October
21, 1998  


                 CARDIAC SCIENCE, INC.                     
     (Exact Name of Registrant as Specified in Charter)



       Delaware                              0-19567       
               33-0465681                                  
(State or Other Juris-               (Commission File
No.)           (IRS Employer
diction of Incorporation)                                  
                Identification No.)


1176 Main Street, Suite C, Irvine, CA                       
     92614                                                 
(Address of Principal Executive Offices)                    
    (Zip Code)


Registrant's telephone number, including area code:
(714) 587-0357                                             


                                                                       
                                              
(Former Name or Former Address, if Changed Since
Last Report.)


ITEM 9.        Sales of Equity Securities Pursuant to
Regulation S.

        On October 21, 1998, Cardiac Science, Inc. (the
"Corporation") sold 500,000 shares of the Corporation's
common stock, par value $0.001 per share (the "Common
Stock"), and three-year warrants to purchase 125,000
shares of Common Stock at $2.50 per share, for an
aggregate purchase price of $1,000,000, to a foreign
investor in an offshore transaction pursuant to Regulation
S promulgated under the Securities Act of 1933, as
amended.  In connection with the offering, the
Corporation is obligated to pay a finder a fee equal to ten
percent of the gross proceeds of the sale, payable in cash
or Common Stock, and three-year warrants to purchase
50,000 shares of Common Stock at $2.20 per share.



               <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
thereunto duly authorized.




                                                    
CARDIAC SCIENCE, INC.


By: /s/ Raymond W. Cohen                          
Raymond W. Cohen, President and 
Chief Executive Officer
Date:  October 27, 1998


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