8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 14, 2005

CABG MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

000-51050
(Commission File Number) 41-958628
(IRS Employer
Identification No.)

14505 — 21st Avenue North, Suite 212
Minneapolis, Minnesota 55447
(Address of Principal Executive Offices) (Zip Code)

(763) 258-8005
(Registrant’s telephone number, including area code)

Not Applicable
(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:

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))

TABLE OF CONTENTS

Press Release

Item 8.01 Other Events.

     On January 14, 2005, CABG Medical, Inc. announced that the over-allotment option to purchase an additional 825,000 shares of its common stock at a price of $5.50 per share has been exercised by the underwriters of the Company’s recent initial public offering. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

     (a) Financial statements: None.

     (b) Pro forma financial information: None.

     (c) Exhibits:

     99.1 Press release dated January 14, 2005.

2

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.

Dated: January 14, 2005

CABG MEDICAL, INC.
By	/s/ John L. Babitt
	John L. Babitt
	President, Chief Operating Officer and Chief Financial Officer

3066126

3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
January 14, 2005	000-51050

CABG MEDICAL, INC.

EXHIBIT NO.		ITEM
	99.1	Press release dated January 14, 2005.

EX-99.1

EXHIBIT 99.1

Contacts:     Manny Villafaña
Chairman & CEO,
John L. Babitt
President & COO
CABG Medical, Inc.
PHONE (763) 258 8005
FAX (763) 258 8008

FOR IMMEDIATE RELEASE

CABG MEDICAL, INC. ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTION

Minneapolis, January 14, 2005—CABG Medical, Inc. (NASDAQ: CABG) announced today that the underwriters of the company’s recent initial public offering of its common stock have exercised in full their over-allotment option to purchase an additional 825,000 shares of the company’s common stock at a price of $5.50 per share, before deducting underwriting discounts and commissions.

Feltl and Company and Ladenburg Thalmann & Co. Inc. served as co-managers of the offering. A copy of the final prospectus may be obtained by contacting Feltl and Company at 225 South Sixth Street, Suite 4200, Minneapolis, Minnesota 55402 or Ladenburg Thalmann & Co. Inc. at 590 Madison Avenue, New York, New York 10022.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on December 7, 2004. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any

sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CABG Medical, Inc. is a medical device company developing drug-eluting technologies and therapies to improve the treatment of coronary heart disease, or CHD, by advancing conventional bypass surgery. We have designed our first product, the Holly Graft System, by leveraging our understanding of flow dynamics, material sciences and drug combinations to create a drug-eluting coronary graft system.

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