8-K

UNITED STATES
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): April 21, 2005

CABG MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota	000-51050	41-958628
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
14505 21st Avenue North, Suite 212
Minneapolis, MN 55447
(Address of principal executive offices) (Zip Code)
(763) 258-8005
(Registrant’s telephone number, including area code)

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):

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

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 2.02. Results of Operations and Financial Condition.

     On April 21, 2005, CABG Medical, Inc. (the “Company”) issued a press release to report final first quarter results for the quarter ended March 31, 2005. The full text press release is furnished as Exhibit 99.1 hereto and is incorporated by reference. The information in this current report, including the exhibit hereto, is not deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

    Not Applicable.

     (b) Pro Forma Financial Information.

    Not Applicable.

     (c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 21, 2005

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.

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

Dated: April 22, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 21, 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 ANNOUNCES FIRST QUARTER 2005 RESULTS AND THE COMPLETION OF THE
ANGIOTECH LICENSE FOR PACLITAXEL

Minneapolis, April 21, 2005—CABG Medical, Inc. (NASDAQ: CABG), the developer of an innovative drug-eluting graft (DEG) for coronary artery bypass surgery, today reported results for the first quarter of fiscal 2005. Net loss for the first quarter of 2005 was $5,656,000, or $0.34 per share, compared to $679,000, or $0.07 per share, for the first quarter of 2004. The 2005 net loss included research and development expense of $5,323,000 of which $4,363,000 was related to the Company’s March 22, 2005 Paclitaxel license agreement with Angiotech Pharmaceuticals, Inc (Angiotech). The license agreement expense included a non-cash charge of $4,335,000 related to the issuance of equity securities to Angiotech. The Company was required to expense the license agreement equity consideration due to the development stage of the Company’s operations and its DEG. Excluding these costs, the first quarter 2005 net loss would have been $1,293,000, or $0.08 per share.

“During the first quarter we continued to improve our strong balance sheet by raising $9.1 million in capital through our underwriters’ exercise of an over-allotment option following our initial public offering and the execution of an investment agreement with Angiotech,” commented Manny Villafaña, Chairman & CEO. “Furthermore, our agreement with Angiotech provides for an additional investment of $5 million upon the attainment of revenue milestones. Our collaboration with Angiotech demonstrates our continued belief in the Paclitaxel franchise and the elimination of potential licensing risk associated with our DEG.”

Mr. Villafaña continued, “Our first patient implanted in November 2004 continues to experience life symptom free. During the first quarter we received approval to initiate a 100 patient clinical trial, which will be used for our CE Mark submission. The trial is approved at international centers outside the United States and should begin enrollment during the second quarter of 2005.”

CABG Medical management will be discussing these topics as well as providing an update on the clinical progress of its Holly GraftTM System at the Company’s annual meeting, which will be held at the Minneapolis Club, 729 Second Avenue South, Minneapolis, Minnesota beginning at 3:30 p.m. (central daylight time) on Tuesday, May 3. All interested parties are encouraged to attend the meeting or to participate in a webcast through a link on the Company’s website: www.cabgmedical.com or http://www.shareholder.com/cabg/MediaRegister.cfm?MediaID=15664.

About CABG Medical

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

Safe Harbor

Certain statements in this release that are not historical facts, including, without limitation, those relating to our expectation regarding the commencement of clinical trials in 2005 in Australia and Europe, our belief in the paclitaxel franchise as a drug combination capable of preventing restenosis following the surgical implantation of devices such as the Holly GraftTM System, our clinical and regulatory efforts, and our anticipation that we will be able to present in 2005 the first follow-up results from such clinical trials, are forward-looking statements that involve risks and uncertainties. Such statements are based upon the current beliefs and expectations of our management. Actual results may vary materially from those contained in such forward-looking statements based on a number of factors including, without limitation, our need to obtain regulatory approval in each relevant jurisdiction prior to the initiation of any clinical trials or human cases in such jurisdiction, the selection of clinical sites, the completion of such trials and cases, and other factors disclosed from time to time in our filings with the U.S. Securities and Exchange Commission. Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statements.

CABG Medical, Inc.
Statements of Operations

(unaudited)

	Three Months Ended
	March 31,
	2004			2005
	(In thousands, except share
	and per share amounts)
Revenue	$	—		$	—
Expenses:
Research and development		519			5,323
Marketing, general and administrative		165			538
Total expenses		684			5,861
Interest income		5			205
Net loss	$	(679	)	$	(5,656	)
Basic and diluted net loss per share	$	(0.07	)	$	(0.34	)
Weighted average shares outstanding — basic and diluted		9,361,346			16,814,355

CABG Medical, Inc.
Balance Sheets

(unaudited)

	December 31,		March 31,
	2004		2005
	(In thousands)
Assets
Current assets:
Cash and short term investments	$	28,936	$	36,710
Other current assets		291		243
Total current assets		29,227		36,953
Property and equipment, net		199		235
Total assets	$	29,426	$	37,188
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable	$	841	$	628
Accrued liabilities		19		64
Total current liabilities		860		692
Total stockholders’ equity		28,566		36,496
Total liabilities and stockholders’ equity	$	29,426	$	37,188

CABG Medical, Inc.
Statements of Operations

Reconciliation of GAAP Results from Operations to Proforma Results from Operations

(unaudited)

				Three Months Ended March 31,
							Proforma
							Adjustment			Proforma
	2004			2005			(1)			2005
	(In thousands, except share and per share amounts)
Revenue	$	—		$	—					$	—
Expenses:
Research and development		519			5,323			(4,363	)		960
Marketing, general and administrative		165			538						538
Total expenses		684			5,861			(4,363	)		1,498
Interest income		5			205						205
Net loss	$	(679	)	$	(5,656	)		(4,363	)	$	(1,293	)
Basic and diluted net loss per share	$	(0.07	)	$	(0.34	)				$	(0.08	)
Weighted average shares outstanding — basic and diluted		9,361,346			16,814,355						16,814,355

(1) Proforma adjustment is provided to illustrate the impact of the issuance of warrants to Angiotech in exchange for an exclusive license to certain drug eluting technologies. The proforma adjustment is comprised of a $4,335,000 non-cash charge related to the fair value of the warrants issued to Angiotech and $28,000 in related legal expenses.

###