UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

 

FORM 10-Q/A

Amendment No. 1

 

(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, 2011


      .   

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


  

For the transition period from __________ to __________

 

Commission File Number: 333-149166

 

NEWCARDIO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

  

20-1826789

(State or other jurisdiction of

  

(I.R.S. Employer

Incorporation or organization)

  

Identification No.)

 

2350 Mission College Blvd., Suite 1175, Santa Clara CA 95054

(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (408) 516-5000


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 requirement for the past 90 days.  Yes       . No  X .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X .   No       .

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

  

Large accelerated filer

        .

Accelerated filer

        .

Non-accelerated filer

        . (Do not check if a smaller reporting company)

Smaller reporting company

   X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes       . No  X .


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class

  

Shares Outstanding at August 15, 2011

 

Common Stock, $0.001 Par Value

  

 

32,563,356

   






Explanatory Note


The sole purpose of this Amendment No. 1 to NewCardio, Inc.'s Quarterly Report on Form 10-Q (the "Form 10-Q") for the period ended  June 30, 2011, as filed with the Securities and Exchange Commission on  August 16, 2011, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).


No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.






Item 6.  

Exhibits.


3.1(a)

Certificate of Incorporation, as amended (1)

3.1(b)

Certificate of Designation, Rights, Preferences and Limitations of Series B Convertible Preferred Stock filed December 1, 2008 (2)

3.1(c)

Amended and Restated Certificate of Designation, Rights, Preferences and Limitations of Series C Convertible Preferred Stock filed September 14 2009 (3)

3.1(d)

Certificate of Amendment of Certificate of Incorporation filed July 23, 2010 (12)

3.1(e)

Certificate of Designation, Rights, Preferences and Limitations of Series D Convertible Preferred Stock filed October 1, 2010 (15)

3.2

Amended and Restated By-Laws (6)

4.1

Securities Purchase Agreement dated as of December 27, 2007 (4)

4.2

Amendment dated December 1, 2008 to Securities Purchase Agreement (2)

4.3

Put Agreement between the Registrant and Platinum-Montaur Life Sciences LLC dated December 1, 2008 (2)

4.4

Management Rights Agreement between the Registrant and Vision Capital Advantage Fund L.P. dated as of December 1, 2008 (2)

4.5

Amendment dated as of July 28, 2009 to Securities Purchase Agreement (5)

4.6

Amended and Restated Series A Common Stock Purchase Warrant (2)

4.7

Securities Purchase Agreement dated as of September 11, 2009 (3)

4.8

Form of Common Stock Purchase Warrant issued to purchasers of Series C Convertible Preferred Stock (3)

4.9

Form of Common Stock Purchase Warrant issued to the placement agent and the selected dealer in connection with the issuance of Series C Convertible Preferred Stock (3)

4.10

Securities Purchase Agreement dated as of October 1, 2010 (15)

4.11

Form of Common Stock Purchase Warrant issued to the placement agent and the selected dealer in connection with the issuance of Series D Convertible Preferred Stock (15)

4.12

December 20, 2010 Supplement to Securities Purchase Agreement dated as of October 1, 2010 (16)

10.1

Employment Agreement between the Registrant and Branislav Vajdic dated November 1, 2007 (1)

10.2

Employment Agreement between the Registrant and Richard Brounstein dated as of March 1, 2008 (6)

10.3

Consulting Agreement between the Registrant and E4 LLC dated as of September 13, 2007 (1)

10.4

Consulting Agreement between the Registrant and JFS Investments dated as of May 1, 2008 (1)

10.5

Consulting Agreement between the Registrant and First Montauk Securities Group dated as of July 27, 2009 (1)

10.6

Form of Master Services Agreement (13)

10.7

Employment Agreement between the Registrant and Vincent Renz dated as of August 18, 2008 (7)

10.8

Memoranda of Understanding dated June 14, 2010 amending the Employment Agreements of Branislav Vajdic and Vincent Renz (11)

10.9

Employment Agreement between the Registrant and Ihor Gussak dated July 30, 2008 (10)

10.10

Employment Agreement between the Registrant and Dorin Panescu dated October 20, 2008 (10)

10.11

2004 Equity Incentive Plan (8)

10.12

2009 Equity Compensation Plan (9)

10.13

Form of Restricted Stock Unit Grant Notice and Attachment (9)

10.14

Credit Facility Securities Purchase Agreement dated as of July 30, 2009 (5)

10.15

Amendment dated July 28, 2010 to Credit Facility Securities Purchase Agreement dated as of July 30, 2009 (12)

10.16

Credit Facility Securities Purchase Agreement dated as of July 28, 2010 (12)

10.17

Standard Office Lease between the Registrant and 2350 Mission Investors LLC dated February 6, 2008 (6)

10.18

Technology Assignment Agreement between the Registrant and Bosko Bojovic dated September 28, 2004 (1)

10.19

Settlement and Release Agreement between the Registrant and Samuel E. George, M.D. dated as of October 1, 2006 (1)

10.20

Form of Lock-Up Agreement (1)

14.1

Code of Ethics (14)

31.1

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

99.1

Charter of the Audit Committee of the Board of Directors (17)

99.2

Charter of the Compensation Committee of the Board of Directors (17)

99.3

Charter of the Governance Committee of the Board of Directors (17)

99.4

Charter of the Nominating Committee of the Board of Directors (17)






101

The following financial information from NewCardio, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2011 and 2010, (iii) Consolidated Statement of Cash Flows for the six-month periods ended June 30, 2011 and 2010, and (iv) Notes to Consolidated Financial Statements.**

  ______________________________

 

*

Filed as an Exhibit to the original Form 10-Q for the period ended June 30, 2011, filed on August 16, 2011.

**

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

 

(1)  

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-149166) declared effective on August 29, 2008.

 

(2)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 3, 2008.

 

(3)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 18, 2009.

 

(4)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 4, 2008.

 

(5)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 30, 2009.

 

(6)  

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2008.

 

(7)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 21, 2008.

 

(8)  

Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-149576) filed on March 7, 2008.

 

(9)  

Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-160004) filed on June 19, 2009.

 

(10)  

Incorporated by reference to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009.

 

(11)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 18, 2010.

 

(12)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 29, 2010.

 

(13)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 5, 2010

 

(14)  

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q/A for the period ended September 30, 2010.

 

(15)  

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 7, 2010.

 

(16)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2010.


(17)

Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.

 







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.

 

  

NEWCARDIO, INC.

  

  

  

 Date:  August 25, 2011

By:

/s/ Richard D. Brounstein

  

  

Richard D. Brounstein

  

  

Executive Vice President and Chief Financial Officer