10-Q 1 a6179083.txt INTRAOP MEDICAL CORPORATION 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2009 [ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period ____________ to ____________ Commission File Number 000-49735 INTRAOP MEDICAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0642947 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 570 Del Rey Avenue Sunnyvale, California 94085 (Address of principal executive offices) Issuer's telephone number, including area code: 408-636-1020 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No 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 [ ] 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. (Check one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |x| (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7,855,894 shares of $0.001 par value Common Stock outstanding as of the date of this filing. INTRAOP MEDICAL CORPORATION FORM 10-Q TABLE OF CONTENTS PART 1 - FINANCIAL INFORMATION.................................................4 Item 1. Financial Statements................................................4 Item 2. Management's Discussion and Analysisof Financial Condition and Results of Operations...........................................4 Item 3. Quantitative and Qualitative Disclosures About Market Risk.........15 Item 4. Controls and Procedures............................................15 PART II - OTHER INFORMATION...................................................16 Item 1. Legal Proceedings..................................................16 Item 1a. Risk Factors.......................................................16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........28 Item 3. Defaults upon Senior Securities....................................29 Item 4. Submission of Matters to a Vote of Security Holders................29 Item 5. Other Information..................................................29 Item 6. Exhibits...........................................................29 SIGNATURES....................................................................30 INDEX TO FINANCIAL STATEMENTS................................................Q-1 3 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements The accompanying unaudited financial statements, listed on the index to financial statements on page Q-1 and filed as part of this Form 10-Q, have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended December 31, 2009 are not necessarily indicative of the results that can be expected for the year ending September 30, 2010. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion and analysis should be read in conjunction with our audited financial statements and accompanying footnotes included in our Form 10-K in which we disclosed our financial results for the years ended September 30, 2009 and 2008 and such other reports as we file from time to time with the SEC. This section contains forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including those identified in the section of this Form 10-Q titled "Risk Factors" that may cause actual results to differ materially from those discussed in, or implied by, such forward-looking statements. Forward-looking statements within this Form 10-Q are identified by words such as "believes," "anticipates," "expects," "intends," "may," and other similar expressions. However, these words are not the only means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We are not obligated and expressly disclaim any obligation to publicly release any update to any forward-looking statement. Actual results could differ materially from those anticipated in, or implied by, forward-looking statements as a result of various factors, including the risks outlined elsewhere in this report. Business Overview Intraop Medical Corporation, or the Company, was incorporated in Nevada on November 5, 1999. Our business is the development, manufacture, marketing, distribution and service of the Mobetron, a proprietary mobile electron-beam cancer treatment system designed for use in intraoperative electron-beam radiation therapy, or IOERT. Although intraoperative radiation therapy may be delivered using a radiation source other than electrons, we use the term IOERT to mean both intraoperative radiation therapy in general and, in the case of the Mobetron, specifically intraoperative electron-beam radiation therapy. The IOERT procedure involves the direct application of radiation to a tumor and/or tumor bed while a patient is undergoing surgery for cancer. The Mobetron is designed to be used without additional shielding in the operating room, unlike conventional equipment adopted for the IOERT procedure. The Mobetron can be moved from operating room to operating room, thereby increasing its utilization and cost effectiveness. In addition to IOERT, the Mobetron also can be used as a conventional radiotherapy electron-beam accelerator. 4 Our growth strategy is to expand our customer base both in the United States and internationally through direct and distributor sales channels and joint ventures with health care providers. We also intend to continue our research and development efforts for additional Mobetron applications and cost reduction. We derive revenues from Mobetron product and accessory sales, service and support, and leases. Product sales revenue is recognized upon shipment, provided that any remaining obligations are inconsequential or perfunctory and collection of the receivable is deemed probable. Revenue from lease activities, if any, is recognized as income over the lease term as it becomes receivable according to the provisions of the lease. Revenue from maintenance is recognized as services are completed or over the term of the service agreements, as more fully disclosed in our financial statements. Costs of revenue consists primarily of amounts paid to contact manufacturers, salary and benefit costs for employees performing customer support and installation, lease related interest expense and depreciation related to leased assets. General and administrative expenses include among other things, the salaries and benefits of our executive and administrative personnel, communications, facilities, insurance, professional services and other administrative expenses. Sales and marketing expenses include salaries, benefits and the related expenses of our sales staff such as travel expenses, promotion materials, conferences and seminars. Research and development expenses consist primarily of compensation and related direct costs for our employees and an allocation of research and development-related overhead expenses. These amounts have been primarily invested in development of the Mobetron and have been expensed as they have been incurred. As the Mobetron, our primary product, has a list price of approximately $1.5 million, and given our current low unit sales volume, our historical results may vary significantly from period to period. For example, the sale of one additional Mobetron in any given period may substantially alter the sales and cost numbers for that period, while the timing of such a sale often cannot be predicted with accuracy. While we expect that our financial results may ultimately become more predictable as sales increase and costs stabilize, our financial results for the foreseeable future are likely to continue to vary widely from period to period. Critical Accounting Policies This discussion and analysis of financial condition and results of operation is based on our financial statements, which were prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that our managements believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions also require the application of certain accounting policies, many of which require estimates and assumptions about future events and their effect on amounts reported in the financial statements and related notes. We periodically review our accounting policies and estimates and make adjustments when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions or conditions. Any differences may have a material impact on our financial condition and results of operation. We believe that the following accounting policies fit the definition of critical accounting policies. We use the specific identification method to set reserves for both doubtful accounts receivable and the valuation of our inventory, and use historical cost information to determine our warranty reserves. Further, in assessing the fair value of option and warrant grants, we have valued these instruments based on the Black-Scholes model, which requires estimates of the volatility of our stock and the market price of our shares, which, when there was no public market for shares, was based on estimates of fair value made by our Board of Directors. 5 Share-based Compensation Expense Effective January 1, 2006, we adopted the modified prospective transition method under Accounting Standards Codification ("ASC") 718-10 (previously Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123(R)), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including stock options issued under our 2005 Equity Incentive Plan. Upon adoption of ASC 718-10, we elected to value our share-based payment awards granted after January 1, 2006 using the Black-Scholes option-pricing model, or the Black-Scholes model, which we previously used for the pro forma information required under ASC 718-10. For additional information, see Note 7 to the audited Consolidated Financial Statements. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions. Our options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates. The determination of the fair value of share-based payment awards on the date of grant using the Black-Scholes model is affected by our stock price as well as the input of other subjective assumptions. These assumptions include, but are not limited to, the expected term of stock options and our expected stock price volatility over the term of the awards. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to post-vesting exercise and forfeitures of options by our employees. Upon the adoption of ASC 718-10, we determined the expected term of stock options using the simplified method as allowed under ASC 718-10 (previously Staff Accounting Bulletin 107, or SAB 107). Prior to January 1, 2006, we determined the expected term of stock options based on the option vesting period. Upon adoption of ASC 718-10, we used historical volatility measured over a period equal to the options' expected terms in deriving their expected volatility assumption as allowed under ASC 718-10. Prior to January 1, 2006, we had also used our historical stock price volatility in accordance with ASC 718-10 for purposes of our pro forma information. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of our stock options. The dividend yield assumption is based on our history and expectation of dividend payouts. As share-based compensation expense recognized in our financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. ASC 718-10 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience. In our pro-forma information required under ASC 718-10 for the periods prior to January 1, 2006, we accounted for forfeitures as they occurred. If factors change and we employ different assumptions in the application of ASC 718-10 in future periods, the compensation expense that we record under ASC 718-10 may differ significantly from what we have recorded in the current period. As of December 31, 2009, there was approximately $194,508 of total unrecognized compensation expense related to stock options granted under our 2005 Equity Incentive Plan. This unrecognized compensation expense is expected to be recognized over a weighted average period of 1.5 years. 6 Results of Operation for the three months ended December 31, 2009 compared to the three months ended December 31, 2008. Revenue, Costs of Revenue and Gross Margins Three months ended December 31, Revenue 2009 2008 Change Percent -------------------------------------------- ---------------- ------------------ ------------ Product sales $ 4,637 $ 1,093,619 $ (1,088,982) -100% Leasing 45,000 - 45,000 100% Service 111,429 104,647 6,782 6% -------------------------------------------- ---------------- ------------------ ------------ Total Revenue $ 161,066 $ 1,198,266 $ (1,037,200) -87% -------------------------------------------- ---------------- ------------------ ------------ Costs of Revenue -------------------------------------------- ---------------- ------------------ ------------ Product sales $ 49,407 $ 994,261 $ (944,854) -95% Leasing 55,448 - 55,448 100% Service 44,427 49,565 (5,138) -10% -------------------------------------------- ---------------- ------------------ ------------ Total Costs of Revenue $ 149,282 $ 1,043,826 $ (894,544) -86% -------------------------------------------- ---------------- ------------------ ------------ Three months ended December 31, Gross Margin 2009 2008 Change Percent -------------------------------------------- ---------------- ------------------ ------------ Product sales $ (44,770) $ 99,358 $ (144,128) -145% -965% 9% Leasing (10,448) - (10,448) -100% -23% Service 67,002 55,082 11,920 22% 60% 53% -------------------------------------------- ---------------- ------------------ ------------ Total Gross Margin $ 11,784 $ 154,440 $ (142,656) -92% 7% 13% ============================================ ================ ================== ============

Product Sales Product sales revenue includes systems and accessories sales, but excludes parts sold as part of our service business. During the three months ended December 31, 2009, we recognized zero Mobetrons sold compared to one Mobetron sold during the three months ended December 31, 2008, maintaining our total installed Mobetron base worldwide at thirty systems. 7 Leasing Revenue Leasing revenue for the fiscal year ended December 31, 2009 was $45,000 compared to none recognized in the three months ended December 31, 2008. This revenue was generated in connection with our first leasing arrangement for the placement of a Mobetron into a dermatology clinic. We anticipate further growth in leasing revenues as we seek to expand our presence in the dermatological market. Pursuant to the terms of the lease, the rent for the leased Mobetron system is $15,000 per month for up to 15 patients. For each patient above 15 in any given month, the rent for that month is increased by $1,000 for each patient. To date, the customer has not treated more than 15 patients in a month. Therefore, the cost of leasing revenue is more than the revenue itself, primarily due to the financing of leased Mobetron through a third party financier for $1,150,000 at a fixed interest rate of 12%. The interest charge is included in the cost of revenue together with the cost of depreciation of the leased Mobetron on a straight line basis over the expected life of 120 months. Service The majority of service revenue for the three months ended December 31, 2009 and December 31, 2008 came from annual service contracts, with the balance of service revenue coming from as-requested service calls and parts sales to customers. During the three months ended December 31, 2009 we had seven service contracts compared to six in the three months ended December 31, 2008. We expect service revenue to grow in relative proportion to U.S.-based sales and to lesser extent overseas sales. Overseas distributors are generally responsible for servicing their own customers with parts supplied by us, though we also obtain direct contracts with a few customers in Europe, which revenue is included in the three months ended December 31, 2009 and 2008. Operating Expenses A comparison of our operating expenses for the three months ended December 31, 2009 and December 31, 2008 follows: Three months ended December 31, 2009 2008 Change Percent --------------------------------------------------------------------------------------------- Research and Development $ 385,528 $ 410,047 $ (24,519) -6% General & Administrative 549,081 573,222 (24,141) -4% Sales and Marketing 470,647 758,154 (287,507) -38% --------------------------------------------------------------------------------------------- Total Operating Expenses $ 1,405,256 $ 1,741,423 $ (336,167) -19% =============================================================================================

Share based compensation, which consists mainly of the non-cash cost of issuing options to our employees and directors, was $147,225 lower in the three months ended December 31, 2009 compared to the three months ended December 31, 2008 and played a large part in decreasing operating expenses in all of the categories shown above. 8 A comparison of our share based compensation expenses for the three months ended December 31, 2009 and December 31, 2008 is as follows: Share Based Compensation Three months ended December 31, 2009 2008 Change --------------------------------------------------- ------------------- ------------------- Research and development $ 44,964 $ 82,444 $ (37,480) General and administrative 34,245 61,735 (27,490) Sales and marketing 41,650 123,905 (82,255) ---------------------- ------------------- ------------------- Total $ 120,859 $ 268,084 $ (147,225) ====================== =================== ===================

Research and development expenses decreased by approximately 6% in the three months ended December 31, 2009, in comparison to the three months ended December 31, 2008. The majority of this decrease was due to the decreased cost of share based compensation of $37,480 as described above, a decrease in consulting charges of $36,372, a decrease of general maintenance and repair expenses totaling $6,836, and a decrease in travel related costs of $5,873. All of the above decreases were offset by $61,635 due to additional labor allocated to research and development in line with our policy to develop in-house production of the Mobetron. We believe that research and development expenses will increase over time as we develop new products and applications and continue our efforts to cut Mobetron production costs. General and administrative expenses decreased by approximately 4% in the three months ended December 31, 2009 compared to the three months ended December 31, 2008. The majority of this decrease was due to the decreased cost of share based compensation of $27,490 as described above. Sales and marketing expenses decreased by 38% in the three months ended December 31, 2009 in comparison to the three months ended December 31, 2008. The majority of this decrease was due to the decreased cost of share based compensation of $82,255 as explained above. We also decreased the number of employees and consultants from fourteen as of December 31, 2008 to ten as of December 31, 2009. As a result the wage and personnel related expenses, including related travel and entertainment expenses, decreased by $124,285 and consultant fees decreased by $52,323. In addition, sales commission decreased by $27,500 due to revamping of our commission structure during the first quarter of fiscal year ended September 30, 2009. Interest Expense. Our senior debentures and our product financing arrangement represent the majority of our debt and directly affect interest expense accordingly. Our product financing arrangement has two classes of borrowings: borrowings related to financed inventory prior to sale to a customer bear interest at 12% per annum while borrowings related to financed purchase orders and receivables, or factoring, bear interest at 24% per annum. An estimate of our new dollar weighted average borrowing rate is found below based on the interest rates and outstanding balances of our various types of debt, before debt discounts, at December 31, 2009 and at December 31, 2008. 9 Balance at Balance at December 31, Interest December 31, Interest Type of debt, net debt discounts 2009 Rate 2008 Rate ---------------------------------------------------------------------------------------------------- Notes payable, related parties $ 119,002 9.00% $ 119,002 9.00% Product Financing Arrangement, inventory 981,056 12.00% 1,907,922 12.00% Product Financing Arrangement, factoring 2,682,588 24.00% 2,656,320 24.00% Lease Finance 1,150,000 12.00% 579,110 24.00% Senior debentures 4,600,000 10.00% 2,000,000 10.00% Other notes - 8.00% 150,000 8.00% Other notes 44,367 9.00% 44,367 9.00% ---------------------------------------------------------------------------------------------------- Total debt, before debt discounts $ 9,577,013 $ 7,456,721 Dollar weighted average borrowing rate 14.35% 16.52% ====================================================================================================

Liquidity and Capital Resources We experienced net losses of $2,124,860 and $1,817,022 for the three months ended December 31, 2009 and 2008, respectively. In addition, we have incurred substantial monetary liabilities in excess of monetary assets over the past several years and, as of December 31, 2009, had an accumulated deficit of $49,638,363. These matters, among others, raise substantial doubt about our ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown on our consolidated balance sheet is dependent upon our ability to generate sufficient sales volume to cover our operating expenses and/or to raise sufficient capital to meet our payment obligations. Management is taking action to address these matters, which include: - Retaining experienced management personnel with particular skills in the development and sale of our products and services. - Developing new markets overseas and expanding our sales efforts within the United States. - Evaluating funding strategies in the public and private markets. Historically, management has been able to raise additional capital. During the three months ended December 31, 2009, we obtained capital through the issuance of 10% senior secured debentures, the proceeds of which were used for working capital and the repayment of liabilities. The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results. 10 Our primary cash inflows and outflows in the three months ended December 31, 2009 and 2008 were as follows: Three months ended December 31, Cash Flows 2009 2008 Change -------------------------------------------------------------------------------------------- Provided by (Used in): Operating Activities $ 81,355 $ (1,875,410) $ 1,956,763 Investing Activities (17,203) (13,081) (4,122) Financing Activities (656,931) 1,639,459 (2,296,390) -------------------------------------------------------------------------------------------- Net Increase/(Decrease) $ (592,779) $ (249,032) $ (343,749) ============================================================================================

Operating Activities Net cash used for operating activities increased by $1,956,765 in the three months ended December 31, 2009 in comparison to the three months ended December 31, 2008. Offsetting our net loss of $2,124,860 for the three months ended December 31, 2009 were $560,374 of non-cash charges, of which $354,108 for amortization of debt discount on warrants issued to our 10% senior secured debenture holders and $146,176 for share based compensation. During the three months ended December 31, 2008, our net loss of $1,817,022 was similarly offset by non-cash charges of $379,694, primarily for stock based compensation. Additionally, large combined differences in other asset and liability accounts of approximately $2,083,924 between the three months ended December 31, 2009 and 2008 significantly affected operating cash flow during those two three month periods. These accounts, which include inventories, accounts receivable, accounts payable, customer deposits, and deposits with vendors, are currently highly subject to short term fluctuations and will continue to be volatile because of our low volume and timing of Mobetron sales and large per system cost of Mobetron. Investing Activities The increase in investing activities in the three months ended December 31, 2009 versus the three months ended December 31, 2008, was primarily due to the investment of $14,300 in the form of intangible assets for certain non-recurring engineering expenses paid to third parties related development by those third parties of certain Mobetron subsystems and $2,903 in certain long term assets compared to $13,081 invested in long term assets during the three months ended December 31, 2008. Financing Activities During the three months ended December 31, 2009, the Company borrowed $400,000 by way of 10% senior secured debentures and repaid $200,000 to the short term lenders. Between December 31, 2009 and 2008, the Company decreased notes payable to revolving line of credit holders by $900,597 and also repaid $150,000, notes payable to BTH-China were offset by the additional borrowings on leased equipment totaled to $570,890. 11 Senior Secured Debentures As of December 31, 2009, we had issued 10% senior secured debentures in an aggregate principal amount of $4,600,000 to six private lenders. During January 2010, we amended the terms of such debentures and the related purchase agreement and issued additional debentures in an aggregate principal amount of $400,000. We may issue up to an additional $2,500,000 aggregate principal amount of such debentures in the future under the terms of the debenture purchase agreement that we have entered into with such lenders. As amended, these debentures mature on the earlier of (i) July 31, 2010 or (ii) the date we close an issuance, or series of issuances, of promissory notes convertible into shares of our common stock with gross aggregate proceeds received by us of not less than $8,500,000 (other than the 10% senior secured debentures). The 10% senior secured debentures will convert at the option of the holder into shares of capital stock in the event that we close an issuance, or series of issuances, of shares of capital stock with gross aggregate proceeds received by us of not less than $1,000,000 at a conversion price equal to the price per share paid by the investors purchasing such securities. Interest on the outstanding principal amount of the debentures accrues at 10% per annum, payable monthly. The 10% senior secured debentures are secured by a lien on all of our assets not otherwise pledged under our product financing arrangement. The terms of the 10% senior secured debentures also contain restrictive covenants that limit our ability to (i) subject to certain exceptions, create, incur, assume, guarantee or suffer to exist indebtedness for borrowed money, (ii) subject to certain exceptions, create, incur, assume or suffer to exist any liens on our property or assets, (iii) amend our charter documents so as to materially and adversely affect any rights of the debenture holders; (iv) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of our common stock or other equity securities; or (v) pay cash dividends or distributions on any of our equity securities. We believe that we are in compliance with these covenants. Currently, we do not have sufficient capital resources to retire the 10% senior secured debentures if the holders were to demand repayment thereof, unless we raise additional capital as described above. Inventory and Factoring Agreement In August 2005, we entered into a revolving, $3,000,000, combined inventory and factoring agreement, or product financing arrangement, under which we pledged as collateral certain of our inventory and receivables. Pursuant to further amendments to the product financing arrangement, as of June 30, 2009, maximum availability under the line was $6,000,000. The product financing arrangement has two classes of borrowings: borrowings related to financed inventory prior to sale to a customer, which bear interest at 12% per annum payable monthly, and borrowings related to financed purchase orders and receivables, which bear interest at 24% per annum, payable upon receipt of payment from customer. This agreement contains limitations on our ability to sell, dispose of, pledge, grant an interest in, or otherwise encumber our inventory. In addition, borrowing related to financed purchased orders must be repaid within six (6) months. In February 2009, we were notified by our lender under our inventory and factoring agreements that our current purchase order financing will be discontinued. However, they have informed us that they will continue to support our inventory factoring, and work with any new purchase order financial structure we develop with alternative providers. Subsequent to this notice, we have been able to finance three purchase orders while we continue to seek a longer term solution. In May 2009 we reached a preliminary agreement with a new lender to refinance our existing purchase orders as well as finance any new purchase orders under similar terms as our previous arrangement, with outstanding amounts bearing interest at 24% per annum. The terms of our new arrangement allowed the lender to cancel our agreement within the first ninety (90) days in which they have decided not to exercise. However, each new purchase order is reviewed on a case by case basis and there is no guarantee that our new lender will continue to finance our purchase orders. If not, we would not have adequate capital resources to service our short term capital needs. 12 Currently, we have two financed purchase orders that have extended beyond the 6 month limitation described above due to construction delays by the customer preventing final acceptance. We have fulfilled our obligation under these purchase orders, but final commissioning of these machines cannot be completed until the operating room in which the machine will be located is complete. We are working with the customers to secure final payment prior to completion of the operating rooms. Currently these customers have paid 50% and 0%, respectively, against these financed purchased orders. We anticipate resolving these payment issues in the near future. In the meantime, we do not have sufficient capital resources to repay these financed purchase orders if the lender were to demand repayment thereof, unless we raise additional capital or find an alternative customer to take delivery of these units. Debt and Lease Obligations At December 31, 2009, we had notes payable and obligations for leased equipment from various sources as shown below. Interest rates on such debt range from 8% on our promissory notes to 24% on our factored receivables financing. We also lease office space and equipment under non-cancelable operating and capital leases with various expiration dates through 2011. December 31, 2009 ------------ Notes payable, related parties, current $ 119,002 ------------ Product financing arrangement $ 3,663,644 Leased asset financing arrangement 1,150,000 Senior secured debentures 4,600,000 Other notes 44,367 ------------ 9,458,011 Less debt discounts due to warrants - ------------ Notes payable, net of debt discounts and beneficial conversion features - Less current portion (9,458,011) ------------ Notes payable, other, net of current portion, unamortized debt discounts and beneficial conversion features $ - ============ 13 As of December 31 2009, future minimum lease payments that come due in the fiscal years ended September 30 are as follows: Fiscal Year Ended September 30, Capital Operating Leases Leases -------------------------------------------------------------------------------- 2010 $ 1,935 $171,016 2011 431 - ------------------ Total minimum lease payments 2,366 $171,016 ========= Less: Amount representing interest (40) -------- Present value of minimum lease payments 2,326 Less: Current portion (2,326) -------- Obligations under capital lease, net of current portion $ - ======== Deferred Revenue Items Revenue under service agreements is deferred and recognized over the term of the agreement, typically one year, on a straight line basis. As of December 31, 2009 deferred revenue was $359,236, which is included under accrued liabilities. Off-Balance Sheet Arrangements We currently have no off-balance sheet arrangements. (Remainder of page intentionally left blank) 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk We are not required to provide the information required by this Item. Item 4. Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to insure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decision regarding required disclosure. There has been no change in our internal control over financial reporting during the three months ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. (Remainder of page intentionally left blank) 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings IOERT Litigation In June 2006, we brought suit in the District Court of Dusseldorf, Germany against Info & Tech S.p.A., an Italian company which manufactured an IOERT system marketed as the Liac, Info & Tech's German distributor, Conmedica GmbH, and Conmedica's manager, Mr. Seigfried Kaufhold, for infringement of the German subpart DE69428698 of our European Patent 700578, seeking damages and an injunction against further infringement. A ruling on the case was made on August 23, 2007 in which we prevailed in enjoining the above-named parties from selling or distributing their product in Germany. The defendants in the case filed an appeal on October 2, 2007. We responded to that appeal in May 2008. In September 2008, we were notified by the court that one of the defendants, Info & Tech, had informed the court that their company was bankrupt. The proceedings continued against the other two defendants, and a hearing was held before the Appeals Court on December 18, 2008. The Court dismissed Info & Tech as a defendant due to their bankruptcy and denied a petition by the remaining defendants to suspend the infringement proceedings pending a final outcome in the nullification suit described below. In a related matter, on June 21, 2007, Gia-marco S.p.A., who subsequently acquired the assets of Info & Tech following its bankruptcy, filed a proceeding for nullification of that same German subpart DE69428698 of our European Patent 0700578 with the German Federal Patent Court. A nullification hearing determines whether or not the patent should have been granted in the first place. If the plaintiffs prevail in their claim then our European patent will be invalid only in Germany, making the infringement claim moot. Our response to this filing was made in January 2008. The court hearing on this proceeding was held on March 5, 2009, and the court ruled in favor of Gia-macro. We have appealed the adverse ruling in the nullification proceeding and the court of appeals in the infringement claim described above has agreed to suspend the effectiveness of its decision pending the outcome of our appeal of the ruling in the nullification proceeding. The German appeals court acknowledged receiving our decision to appeal the nullification, and written briefs were filed on November 15, 2009. No date has been set for further arguments in either the infringement or nullification proceeding. Alabama Securities Commission Order On October 23, 2009, the Alabama Securities Commission issued a Cease and Desist Order (the "Order") alleging that we knowingly allowed the unlawful transfer of restricted stock from an individual identified in the Order, which individual is not and has never been an employee, officer or director of Intraop, to multiple unaccredited investors in Alabama. The Order requires that we cease and desist from any further sales into, within, or from the State of Alabama. We have responded to the Order within the time permitted by Alabama law. We deny the allegations in the Order and intend to vigorously oppose the Order and to seek its dissolution. Item 1a. Risk Factors This report and other information made publicly available by us from time-to-time may contain certain forward-looking statements and other information relating to the Company and our business that are based on the beliefs of management and assumptions made concerning information then currently available to management. Such statements reflect the views of management at the time they are made and are not intended to be accurate descriptions of the future. The discussion of future events, including the business prospects of the Company, is subject to the material risks listed in this section and assumptions made by management. 16 These risks include the viability of the planned market penetration that we intend to make, our ability to identify and negotiate transactions that provide the potential for future stockholder value, our ability to attract the necessary additional capital to permit us to take advantage of opportunities with which we are presented, and our ability to generate sufficient revenue such that we can support our current and future cost structure. Should one or more of these or other risks materialize, or if the underlying assumptions of management prove incorrect, actual results may vary materially from those described in the forward-looking statements. We do not intend to update these forward-looking statements, except as may occur in the regular course of our periodic reporting obligations. The material risks that we believe are faced by the Company as of the date of this quarterly report on Form 10-Q are set forth below. This discussion of risks is not intended to be exhaustive. The risks set forth below and other risks not currently anticipated or fully appreciated by our management could adversely affect the business and prospects of IntraOp. RISKS RELATING TO OUR BUSINESS We have been in operation for over 10 years and have never been profitable. We are a medical device company that has experienced significant operating losses, primarily due to the cost of substantial research and development of our primary product, the Mobetron. Since inception, we have generated about $36.6 million in revenue through December 31, 2009. However, we expect to continue to incur operating losses as well as negative cash flow from operations in future periods. Our ability to achieve profitability will depend upon our ability to sell the Mobetron at higher unit volumes and at higher margins. Further, if the Mobetron and any other of our products do not gain commercial acceptance, we may never generate significant revenues or achieve or maintain profitability. As a consequence of these uncertainties, our independent public accountants have expressed a "going concern" qualification in their audit reports. We have significant short-term and long-term capital and operating needs. We have significant short-term and long-term capital and operating needs. Unless we are able to raise additional capital in the near future, we will be unable to satisfy our short-term and long-term liabilities. Equity or debt financing sufficient to satisfy such liabilities may not be available on terms favorable to us or at all. Our ability to raise additional capital may be adversely affected by ongoing general financial conditions. We have spent, and provided we are able to raise sufficient capital, will continue to spend, substantial funds on development, marketing, research, and commercialization related to the Mobetron and the day-to-day operation of our company. In the past we received funds from payments by distributors and customers, proceeds from the sale of equity securities and debt instruments, and government grants, none of which funding may be available in the future on favorable terms or at all. 17 We have pledged all of our assets and significant amount of the capital stock in our subsidiaries as security for loans. In August 2005, we entered into a revolving, $3,000,000, combined inventory and factoring agreement, or product financing arrangement, under which we pledged as collateral certain of our inventory and receivables. Pursuant to further amendments to the product financing arrangement, as of December 31, 2009, maximum availability under the line was $6,000,000. As of December 31, 2009, the outstanding principal balance under the product financing arrangement was $3,663,644. As of January 31, 2010, we have issued 10% senior secured debentures in an aggregate principal amount of $5,000,000 to six private accredited investors and lenders. Among other terms, the 10% senior secured debentures are secured by a lien on all of our assets not otherwise pledged under our product financing arrangement. These debentures mature on the earlier of (i) July 31,2010 or (ii) the date we close an issuance, or series of issuances, of promissory notes convertible into shares of its common stock with gross aggregate proceeds received by us of not less than $8,500,000. The 10% senior secured debentures will convert at the option of the holder into shares of capital stock in the event that we close an issuance, or series of issuances, of shares of capital stock with gross aggregate proceeds received by us of not less than $1,000,000 at a conversion price equal to the price per share paid by the investors purchasing such securities. Interest on the outstanding principal amount of the debentures accrues at 10% per annum, payable monthly. Currently, we do not have sufficient capital resources to retire the 10% senior secured debentures when the notes mature on July 31, 2010. We will be in default unless we can raise additional capital by July 31, 2010 or renegotiate the terms of the 10% senior secured debenture. Should a default occur under the product financing arrangement or the 10% senior secured debentures, the lenders under those agreements would be entitled to exercise their rights as secured creditors under the Uniform Commercial Code, including the right to take possession of the pledged collateral and to sell those assets at a public or private sale and also to sell the shares of our subsidiaries pledged as collateral. In the event the lenders exercise those rights, we would have a very short period of time in which to obtain adequate capital to satisfy the amount of the obligations to the lenders to prevent the sale of our assets. For us to obtain such capital in such a short period could result in very significant dilution to our stockholders and if we are unable to obtain those funds, we could be unable thereafter to operate, possibly resulting in a total loss of the investment made by our stockholders. We have significant additional capital and operating needs. We have spent, and will continue to spend, substantial funds on development, marketing, research, and commercialization related to the Mobetron and the day-to-day operation of our company. In the past we received funds from payments by distributors and customers, proceeds from the sale of equity securities and debt instruments, and government grants. Any additional secured indebtedness would require the consent of our senior lenders. Equity or debt financing may not be available on terms favorable to us or at all, in which case we may be unable to meet our expenses. 18 Our primary product is subject to uncertain market acceptance. We cannot assure you that the Mobetron will gain broad commercial acceptance or that commercial viability will be achieved, that future research and development related to the Mobetron system will be successful or produce commercially salable products, that other products we may develop will be completed or commercially viable, or that hospitals or other potential customers will be willing to make the investment necessary to purchase the Mobetron or other products that we may develop, or be willing to comply with applicable government regulations regarding their use. We are currently dependent on a few key suppliers. Following the termination of our contract manufacturing agreement with CDS Engineering LLC in November 2008, we are dependent on two key suppliers for the manufacturing and delivery of the accelerator guide. Accuray Incorporated (Accuray) and XScell Corporation, both of Sunnyvale, California provide accelerator guides to us. One of the founders of Accuray, Donald A. Goer, is our Chief Scientist. Any significant interruption in our relationship with Accuray, XScell Corporation or any other supplier, including subcontractors, could have a material adverse effect on our ability to manufacture the Mobetron and, therefore, on our business, financial condition, and results of operation. Further, to the extent that we are unable to negotiate favorable contract terms or find alternate suppliers for key parts manufactured by these suppliers, we may be subject to significant price increases for the goods purchased from these suppliers, resulting in a decrease in product margins and profitability. We do not have manufacturing expertise nor facilities to support a significant increase in commercial sales. Although members of management have extensive experience in manufacturing, we do not have experience manufacturing our products in the volumes that will be necessary for us to achieve significant commercial sales. We believe we have expanded our resources to be able to assemble Mobetron to meet current production demand. However we may encounter difficulties in scaling production of the Mobetron or in hiring and training additional personnel to manufacture the Mobetron in increasing quantities. We continue to do our own final testing of the Mobetron. This testing requires a specialized test facility. In September, 2005, we entered into a lease for combined office, manufacturing, research and test facilities, which we believe are adequate for testing Mobetrons through the end of the lease term in August 2010. Should our business grow more quickly than anticipated, our inability to locate additional test facilities or expand test facilities at our current location would likely have a material adverse effect on our ability to manufacture the Mobetron and, therefore, on our business, financial condition, and results of operation. We may be unable to protect our patents and proprietary technology. Our ability to compete effectively in the marketplace will depend, in part, on our ability to protect our intellectual property rights. We rely on patents, trade secrets, and know-how to establish and maintain a competitive position in the marketplace. The enforceability of medical device or other patents, however, can be uncertain. Any limitation or reduction in our rights to obtain or enforce our patents or to otherwise maintain or protect our intellectual property rights could have a material adverse effect on our business, financial condition, and results of operation. 19 In June 2006, we brought suit in the District Court of Dusseldorf, Germany against Info & Tech S.p.A., an Italian company which manufactured an IOERT system marketed as the Liac, Info & Tech's German distributor, Conmedica GmbH, and Conmedica's manager, Mr. Seigfried Kaufhold, for infringement of the German subpart DE69428698 of our European Patent 700578, seeking damages and an injunction against further infringement. A ruling on the case was made on August 23, 2007 in which we prevailed in enjoining the above-named parties from selling or distributing their product in Germany. The defendants in the case filed an appeal on October 2, 2007. We responded to that appeal in May 2008. In September 2008, we were notified by the court that one of the defendants, Info & Tech, had informed the court that their company was bankrupt. The proceedings continued against the other two defendants, and a hearing was held before the Appeals Court on December 18, 2008. The Court dismissed Info & Tech as a defendant due to their bankruptcy and denied a petition by the remaining defendants to suspend the infringement proceedings pending a final outcome in the nullification suit described below. In a related matter, on June 21, 2007, Gia-marco S.p.A., who subsequently acquired the assets of Info & Tech following its bankruptcy, filed a proceeding for nullification of that same German subpart DE69428698 of our European Patent 0700578 with the German Federal Patent Court. A nullification hearing determines whether or not the patent should have been granted in the first place. If the plaintiffs prevail in their claim then our European patent will be invalid only in Germany, making the infringement claim moot. Our response to this filing was made in January 2008. The court hearing on this proceeding was held on March 5, 2009, and the court ruled in favor of Gia-macro. We have appealed the adverse ruling in the nullification proceeding and the court of appeals in the infringement claim described above has agreed to suspend the effectiveness of its decision pending the outcome of our appeal of the ruling in the nullification proceeding. The German appeals court acknowledged receiving our decision to appeal the nullification, and written briefs were filed on November 15, 2009. No date has been set for further arguments in either the infringement or nullification proceeding. We may unknowingly infringe the intellectual property rights of third parties and thereby be exposed to lawsuits. We attempt to avoid infringing known proprietary rights of third parties in our product development efforts. However, we have not conducted and do not conduct comprehensive patent searches to determine whether the technology used in our products infringes patents held by third parties. In addition, it is difficult to proceed with certainty in a rapidly evolving technological environment in which there may be numerous patent applications pending, many of which are confidential when filed, with regard to similar technologies. If we discover that our products violate third-party proprietary rights, we cannot assure you that we would be able to obtain licenses to continue offering such products without substantial reengineering or that any effort to undertake such reengineering would be successful, that any such licenses would be available on commercially reasonable terms, if at all, or that litigation regarding alleged infringement could be avoided or settled without substantial expense and damage awards. Any claims against us relating to the infringement of third-party proprietary rights, even if not meritorious, could result in the expenditure of significant financial and managerial resources and in injunctions preventing us from distributing certain products. Such claims could materially adversely affect our business, financial condition, and results of operations. 20 We could be subject to product liability claims for which we may have inadequate insurance coverage. The manufacture and sale of our products entails the risk of product liability claims. Although we obtained product liability insurance prior to commercially marketing our products, product liability insurance is expensive and may not be available to us in the future on acceptable terms or at all. To date, we have not experienced any product liability claims. A successful product liability claim against us in excess of our insurance coverage could have a material adverse affect on our business, financial condition, and results of operation. We are substantially dependent on certain key employees. We believe that our success will depend to a significant extent upon the efforts and abilities of a relatively small group of management personnel, particularly Donald A. Goer, PhD, our Chief Scientist, and John Powers, our President and Chief Executive Officer. The loss of the services of one or more of these key people could have a material adverse effect on us. We have employment agreements with Dr. Goer, and Mr. Powers and have purchased "key person" life insurance for Dr. Goer in the amount of $5,000,000, of which $3,000,000 has been pledged to holders of our 10% senior secured debentures as security for our obligations under the debentures. Our future success will also depend upon our ability to continue to attract and retain qualified personnel to design, test, market, and service our products and manage our business. Competition for these technical and management employees is significant. We cannot assure you that we will be successful in attracting and retaining such personnel. Our limited resources may prevent us from developing additional products or services. We have limited financial, management, research, and development resources. Plans by us to develop additional products and services may require additional management or capital that may not be available at the appropriate time or at a reasonable cost. In addition, these products and services may divert our resources from the development and marketing of the Mobetron system, which could decrease our revenue and potential earnings. The preparation of our financial statements requires us to make estimates and assumptions and apply certain critical accounting policies that could materially affect the reported amounts of our assets, liabilities, revenues and expenses. Estimates and assumptions used in our financial statements are based on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions also require the application of certain accounting policies, many of which require estimates and assumptions about future events and their effect on amounts reported in the financial statements and related notes. We periodically review our accounting policies and estimates and make adjustments when facts and circumstances dictate. Actual results may differ from these estimates under different assumptions or conditions. Any differences may have a material impact on our financial condition and results of operations. 21 We believe that the following critical accounting policies also require us to make assumptions and estimates that could materially affect the reported amounts of our assets, liabilities, revenues and expenses. We use the specific identification method to set reserves for both doubtful accounts receivable and the valuation of our inventory, and use historical cost information to determine our warranty reserves. Further, in assessing the fair value of certain option and warrant grants, we have valued these instruments based on the Black-Scholes model, which requires estimates of the volatility of our stock and the market price of our shares, which, when there was no public market for shares, was based on estimates of fair value made by our Board of Directors. We are required to recognize expense for share-based compensation related to stock and there can be no assurance that the expense that we are required to recognize accurately measures the value of our share-based payment awards and the recognition of this expense could cause the trading price of our common stock to decline. On January 1, 2006, we adopted Accounting Standards Codification ("ASC") 718-10 (previously Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123(R)), using the modified prospective transition method, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including stock options and restricted stock based on their fair values. As a result, our operating results contain, and our operating results for future periods will contain, a charge for share-based compensation related to stock. This charge is in addition to other share-based compensation expense we have recognized in prior periods. The application of ASC 718-10 requires the use of an option-pricing model, such as the Black-Scholes option-pricing model, to determine the fair value of share-based payment awards. Option-pricing models were developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions (such as expected term, stock price volatility and other variables) can materially affect the fair value estimates. Therefore, although we determine the fair value of stock options in accordance with ASC 718-10 and Staff Accounting Bulletin 107, the existing valuation models may not provide an accurate measure of such fair value, and there can be no assurance that the resulting expense that we are required to recognize accurately measures that value. As a result of the adoption of ASC 718-10, our earnings for the periods subsequent to our adoption of ASC 718-10 were lower than they would have been had we not adopted ASC 718-10. This will continue to be the case for future periods. We cannot predict the effect that this decrease in earnings will have on the trading price of our common stock. RISKS RELATING TO OUR INDUSTRY We are subject to intense competition, and our industry is subject to rapid, unpredictable, and significant technological change. The medical device industry is subject to rapid, unpredictable, and significant technological change. Our business is also subject to competition in the United States and abroad from a variety of sources, including universities, research institutions, conventional medical linear accelerator manufacturers, other medical device companies and pharmaceutical companies. Many of these potential competitors have substantially greater technical, financial, and regulatory resources than we do and are accordingly better equipped to develop, manufacture, and market their products. If these companies develop and introduce products and processes competitive with or superior to our products, we may not be able to compete successfully against them. 22 Conventional medical linear accelerator manufacturers have sold a small number of modified conventional accelerators and could continue to offer essentially the same type of conventional unshielded system. Additionally, two other manufacturers, NRT and Info & Tech, are known to us to have developed systems that are light enough for operating room use. NRT, an Italian company, is offering a modified, non-shielded IOERT unit called the Novac 7. This linear accelerator system was developed, in part, with funding from the Italian government. A spin-off of NRT, called Info & Tech manufactured a system called the Liac in an attempt to replace the Novac 7 in the market. Info & Tech delivered a small number of pre-commercial units to its customers but has now filed for bankruptcy. Sordina, SpA has acquired the assets of Info & Tech through Gia Marco and we believe Sordina will continue to market and develop the product. The features and technology of the Liac system are very similar to that of the NRT system. NRT and Sordina are both developing higher energy versions of their systems so that they can be more competitive with the features of the Mobetron. Both of these competitors have had some sales success, mainly sales of Liac in Italy, where we view the Novac 7 and the Liac as significant competition. The possibility of significant competition from other companies with substantial resources also exists. The cancer treatment market is subject to intense research and development efforts all over the world, and we can face competition from competing technologies that treat cancer in a different manner. It is also likely that other competitors will emerge in the markets that we intend to commercialize. We cannot assure you that our competitors will not develop technologies or obtain regulatory approval for products that may be more effective than the Mobetron or other products we may develop and that our technologies and products would not be rendered less competitive or obsolete by such developments. We are subject to extensive government regulation. The development, testing, manufacturing, and marketing of the Mobetron are regulated by the U.S. Food and Drug Administration, or FDA, which requires government clearance of such products before they are marketed. We filed and received 510(k) pre-market notification clearance from the FDA in July 1998. We received clearance for sales in Japan, or JIS, in May 2000, received European EC Certificate approval, or CE Mark, on October 12, 2001 and received the approval to market and sell in China, or SFDA, on November 23, 2003. However, we may need to obtain additional approvals from the FDA or other governmental authorities if we decide to change or modify the Mobetron. In that case, the FDA or other authorities, at their discretion, could choose not to grant any new approvals. In addition, if we fail to comply with FDA or other regulatory standards, we could be forced to withdraw our products from the market or be sanctioned or fined. We are also subject to federal, state, and local regulations governing the use, generation, manufacture, and testing of radiation equipment, including periodic FDA inspections of manufacturing facilities to determine compliance with FDA regulations. In addition, we must comply with federal, state, and local regulations regarding the manufacture of healthcare products and radiotherapy accelerators, including good manufacturing practices regulations, suggested state regulations for the control of radiation, or SSRCR, and International Electrotechnical Committee requirements, and similar foreign regulations and state and local health, safety, and environmental regulations. Although we believe that we have complied in all material respects with applicable laws and regulations, we cannot assure you that we will not be required to incur significant costs in the future in complying with manufacturing and environmental regulations. Any problems with our or our manufacturers' ability to meet regulatory standards could prevent us from marketing the Mobetron or other products. 23 We expect to be highly dependent on overseas sales. We believe that a substantial portion of our sales over at least the next few years will be made to overseas customers. Our business, financial condition, and results of operations could be materially adversely affected by changes or uncertainties in the political or economic climates, laws, regulations, tariffs, duties, import quotas, or other trade, intellectual property or tax policies in the United States or foreign countries. We may also be subject to adverse exchange rate fluctuations between local currencies and the U.S. dollar should revenue be collectable or expenses paid in local currencies. Additionally, we have limited experience in many of the foreign markets in which we plan to sell our goods and services. To succeed, we will have to overcome cultural and language issues and expand our presence overseas. No assurance can be given that we can meet these goals. We may be subject to taxation in foreign jurisdictions, and transactions between any of our foreign subsidiaries and us may be subject to U.S. and foreign withholding or other taxes. We may also encounter difficulties due to longer customer payment cycles and encounter greater difficulties in collecting accounts receivable from our overseas customers. Further, should we discontinue any of our international operations, we may incur material costs to cease those operations. An inability to expand our overseas presence or manage the risks inherent in that expansion could have a material adverse affect on our business, financial condition, and results of operations. IOERT treatment may not become a "standard of care" for cancer treatment. IOERT is not yet considered to be a "standard of care" by the majority of cancer practitioners. In fact, IOERT may never develop into a "standard of care" for the treatment of cancer, in which case the market potential for the Mobetron and other IOERT techniques will remain limited. If the market remains limited, we may not be able to achieve sustained profitability or profitability at all. Our success in selling Mobetron systems in the United States may depend on increasing reimbursement for IOERT services. Hospitals in the United States pay increasing attention to treatment costs, return on assets, and time to investment recovery when making capital purchase decisions. The current U.S. reimbursement rates for treatment of advance cancers and breast cancers using IOERT are relatively low, which potentially makes the rate of return on capital invested in Mobetron less favorable compared to the rate of return for external beam and other radiotherapy delivery systems. While we are making efforts to increase the rate of reimbursement to improve the rate of return on the capital investment in the Mobetron for hospitals in the United States, there is no assurance that such an effort will be ultimately successful. Although Medicare reimbursement is available for certain Mobetron treatments, and although Medicare has recently established an additional billing code that may allow increased reimbursement for patients who undergo Mobetron treatment, the rate of reimbursement under the new code, if any, has not been set, and it may take a number of years before Medicare has enough data to establish the reimbursement rate under the new code, if any. Meanwhile, reimbursement under the already established codes, as with all Medicare codes, is subject to change or elimination. Therefore, regardless of positive clinical outcomes, the current United States reimbursement environment may slow the widespread acceptance of IOERT and the Mobetron in the U.S. market. 24 The current U.S. reimbursement for the Mobetron dermatology treatment is competitive with existing treatments, such as x-ray and Mohs surgery. As with all reimbursement codes, however, this code is subject to yearly review and adjustment, and it could be decreased or eliminated in the future. If our revenue stream were to become more dependent upon third-party payors such as insurance companies, our revenues could decrease and our business could suffer. The system of health care reimbursement in the United States is being intensively studied at the federal and state level. There is a significant probability that federal and state legislation will be enacted that may have a material impact on the present health care reimbursement system. If, because of a change in the law or other unanticipated factors, certain third-party payors (primarily insurance companies) were to become a more substantial source of payment for our products in the future, our revenues may be adversely affected. This is because such payors commonly negotiate cost structures with individual hospitals that are below the prevailing market rate and typically negotiate payment arrangements that are less advantageous than those available from other private payors. Payment by third-party payors could also be subject to substantial delays and other problems related to receipt of payment. The health care industry, and particularly the operation of reimbursement procedures, has been characterized by a great deal of uncertainty, and accordingly no assurance can be given that third-party payors will not become a significant source of payment for our products, or that such a change in payment policies will not occur. Any of these factors could have a material adverse effect on our business and financial condition. We cannot assure that such legislation will not restrict hospitals' ability to purchase equipment such as the Mobetron or that such legislation will not have a material adverse affect on our ability to sell the Mobetron and on our business, financial condition, and results of operation. Our success in leasing the Mobetron DermaBeam system in the United States may depend on maintaining the existing technical fee reimbursement for EBRT services along with continued compliance with various state and federal regulations focused on the placement of medical equipment in a dermatology office. Our strategy in the dermatology market depends on our ability to lease Mobetron units to dermatologists, who would then use the Mobetron to deliver EBRT services. The existing technical fee reimbursement for EBRT for skin cancer is approximately $6,000 per treatment course based on average US global billings for 25 fractions. Actual rates and billings for CMS and private payers will vary by location and may decrease over time. If the technical reimbursement rate for EBRT were to decrease, our ability to lease Mobetron units to dermatologists may suffer and we may be forced to reduce our leasing rates, which could have a material adverse effect on our business, financial condition and results of operations. In addition, various state and federal regulations focus on the contractual relationship between the referring physician, the equipment owner and the service provider. We have carefully constructed our turnkey leasing program to be compliant with existing federal and state regulations. However, these regulations are subject to change which could make our existing turnkey leasing program non-compliant as it is currently structured. If so, we may be forced to discontinue our leasing program and our business, financial condition and results of operation may suffer. 25 RISKS RELATED TO OUR COMMON STOCK The trading market for our common stock is limited. Our common stock is quoted on the OTC Bulletin Board under the symbol "IOPD.OB." The trading market for our common stock is limited. Accordingly, we cannot assure you the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock. Our stock price may be volatile. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including: -- technological innovations; -- introductions or withdrawals of new products and services by us or our competitors; -- additions or departures of key personnel; -- large sales of our common stock; -- our ability to integrate operations, technology, products and services; -- our ability to execute our business plan; -- operating results below expectations; -- loss of any strategic relationship; -- industry developments; -- changes in the regulatory environment; -- our recently completed one-for-fifty reverse stock split; -- economic and other external factors; and -- period-to-period fluctuations in our financial results. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock. We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting the value of our common stock at such time as the Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on a stockholder's investment will only occur if our stock price appreciates. 26 Our common stock may be deemed penny stock with a limited trading market. Our common stock is currently listed for trading on the OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the "penny stock rules" for any significant period, the market, if any, for our common stock may suffer. Because our common stock is subject to the "penny stock rules," investors will find it more difficult to dispose of our shares. Further, for companies whose securities are traded on the OTC Bulletin Board, it is more difficult to: (i) obtain accurate quotations; (ii) obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies; and (iii) obtain needed capital. Our stock may lose access to a viable trading market. Given the increasing cost and resource demands of being a public company, we may decide to "go dark," or cease filing with the Securities and Exchange Commission, or the SEC, by deregistering its securities, for a period of time until its assets and stockholder base are sufficient to warrant public trading again. During such time, there would be a substantial decrease in disclosure by us of our operations and prospects, and a substantial decrease in the liquidity in our common stock even though stockholders may still continue to trade our common stock in the OTC market or "pink sheets." The market's interpretation of a company's motivation for "going dark" varies from cost savings, to negative changes in the firm's prospects, to serving insider interests, which may effect the overall price and liquidity of a company's securities. A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. If our stockholders sell substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price of our common stock could fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. From August 2007 through the date of this filing, we issued, after adjusting for warrant exercises in that same period, 7,326,208 shares of common stock and warrants to purchase 242,814 shares of common stock, which in each case have not been registered with the SEC and may not be sold except pursuant to a registration statement filed with the SEC or an exemption from registration, such as SEC Rule 144. Pursuant to certain agreements entered into in August 2007, we have agreed to register 5,930,170 shares of common stock and warrants to purchase 215,614 shares of common stock upon the demand of the majority of the holders of those shares and warrants. The holders have not yet demanded registration of their shares. 27 Ownership of our common stock is highly concentrated, and it may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause our stock price to decline. Our executive officers, directors and their affiliates beneficially owned approximately 61% of our outstanding common stock as of December 31, 2009. Accordingly, these executive officers, directors and their affiliates, acting individually or as a group, can control the outcome of a corporate action of ours requiring stockholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. These stockholders may also delay or prevent a change in control of us, even if such change in control would benefit our other stockholders. The significant concentration of stock ownership may adversely affect the value of our common stock due to investors' perception that conflicts of interest may exist or arise. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds We are a party to a debenture purchase agreement (as amended, the "Purchase Agreement") with E.U. Capital Venture, Inc., Encyclopedia Equipment LLC, Lacuna Venture Fund LLLP, Lacuna Hedge Fund LLLP, VMG Holdings II, LLC, Rawleigh Ralls and Hans Morkner, pursuant to which we have issued 10% senior secured debentures ("Debentures") and warrants to purchase shares of our common stock ("Warrants"). During the three months ended December 31, 2009, we issued and sold the following Debentures and Warrants to Lacuna Venture Fund LLLP on the dates and in the amounts indicated in accordance with the terms of the Purchase Agreement. ----------------------------------------------------------------------------- Date Principal Amount of Debentures ($) Number of Warrants(#) ----------------------------------------------------------------------------- November 20, 2009 $250,000 44,642 ----------------------------------------------------------------------------- December 9, 2009 150,000 26,785 ----------------------------------------------------------------------------- All outstanding principal and any accrued but unpaid interest on the Debentures is payable in full on the earlier of (i) July 31, 2010 or (ii) the date we close an issuance, or series of issuances, of promissory notes convertible into shares of our common stock with gross aggregate proceeds received by us of not less than $8,500,000 (other than pursuant to the Purchase Agreement). In the event that (i) we close an issuance, or series of issuances, of shares of our preferred stock (the "New Securities") with gross aggregate proceeds received by us of not less than $1,000,000 and (ii) the Debentures have not been paid in full, then the entire outstanding principal balance and all accrued but unpaid interest thereon shall convert at the option of the holder into shares of the New Securities at a conversion price equal to the price per share paid by the investors purchasing the New Securities on the same terms and conditions as given to such investors. The Warrants have a five-year term, subject to early termination upon the occurrence of certain events, and an exercise price of $1.40 per share. We believe that each of the holders of the Debentures and the Warrants described above are "accredited investors," and the issuance of such securities is therefore being made pursuant to Regulation D promulgated under the Securities Act of 1933, as amended. 28 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 Exhibit Number Description ------- ----------- 10.57 Third Amendment to Loan Documents. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14a. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14a. 32.1 Section 1350 Certification of Chief Executive Officer. 32.2 Section 1350 Certification of Chief Financial Officer. 29 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTRAOP MEDICAL CORPORATION Date: February 12, 2010 By: /s/ John P. Powers ------------------------------------------------- John P. Powers, Chief Executive Officer and President (Principal Executive Officer) Date: February 12, 2010 By: /s/ JK Hullett ------------------------------------------------- JK Hullett, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 30 IntraOp Medical Corporation Index to Consolidated Financial Statements (Unaudited) For the Three Months Ended December 31, 2009 Consolidated Balance Sheets Q-2 Consolidated Statements of Operations Q-3 Consolidated Statements of Cash Flows Q-4 Notes to Consolidated Financial Statements Q-6 Q-1 IntraOp Medical Corporation Consolidated Balance Sheets - Unaudited ------------------------------------------------------------------------------------------------------------ December 31, September 30, 2009 2009 (1) ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 80,572 $ 673,351 Accounts receivable 2,593,754 4,381,542 Inventories, net 1,003,920 699,363 Inventories, under product financing arrangement 1,026,431 1,005,545 Prepaid expenses and other current assets 20,960 21,321 ------------- ------------- Total current assets 4,725,637 6,781,122 Property and equipment, net 109,934 125,695 Leased equipment, net 761,107 782,055 Intangible assets, net 182,282 188,460 Deposits 66,818 65,794 ------------- ------------- Total Assets $ 5,845,778 $ 7,943,126 ============= ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 1,868,874 $ 2,079,814 Accrued liabilities 1,533,953 1,138,854 Capital lease obligations, current portion 2,326 2,519 Notes payable, related parties, current portion 119,002 119,002 Notes payable, other, current portion, net of unamortized debt discounts 9,458,011 9,815,458 ------------- ------------- Total current liabilities 12,982,166 13,155,647 Capital lease obligations, net of current portion - 427 ------------- ------------- Total liabilities 12,982,166 13,156,074 ------------- ------------- Stockholders' deficit: Common stock, $0.001 par value: 500,000,000 shares authorized; 7,855,894 shares issued and outstanding 392,795 392,795 Additional paid-in capital 42,259,180 42,057,760 Treasury stock, at cost, 12,000 shares at $12.50 per share (150,000) (150,000) Accumulated deficit (49,638,363) (47,513,503) ------------- ------------- Total stockholders' deficit (7,136,388) (5,212,948) ------------- ------------- Total liabilities and stockholders' deficit $ 5,845,778 $ 7,943,126 ============= ============= (1) The consolidated balance sheet as of September 30, 2009 was derived from audited financial statements as of that date. See accompanying notes to these financial statements. Q-2

IntraOp Medical Corporation Consolidated Statements of Operations - Unaudited -------------------------------------------------------------------------------- Three months ended December 31, ------------------------- 2009 2008 ------------ ------------ Revenues: Product sales $ 4,637 $ 1,093,619 Leasing 45,000 - Service 111,429 104,647 ------------ ------------ Total revenues 161,066 1,198,266 ------------ ------------ Cost of revenues: Product sales 49,407 994,261 Leasing 55,448 - Service 44,427 49,565 ------------ ------------ Total cost of revenues 149,282 1,043,826 ------------ ------------ Gross margin 11,784 154,440 ------------ ------------ Operating expenses: Research and development 385,528 410,047 General and administrative 549,081 573,222 Sales and marketing 470,647 758,154 ------------ ------------ Total operating expenses 1,405,256 1,741,423 ------------ ------------ Loss from operations (1,393,472) (1,586,983) Other income (853) 56,207 Interest income - 3 Interest expense (730,535) (286,249) ------------ ------------ Loss before taxes (2,124,860) (1,817,022) Provision for income taxes - - ------------ ------------ Net loss $(2,124,860) $(1,817,022) ============ ============ Basic and diluted net loss per share available to common shareholders $ (0.27) $ (0.23) ============ ============ Weighted average number of shares in calculating net loss per share: Basic and diluted 7,855,894 7,855,894 ============ ============ See accompanying notes to these financial statements. Q-3 IntraOp Medical Corporation Consolidated Statements of Cash Flows - Unaudited ---------------------------------------------------------------------------------------------------------- Three months ended December 31, ----------------------------------------- 2009 2008 ------------------- ------------------- Cash flows from operating activities: Net loss $ (2,124,860) $ (1,817,022) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation of property and equipment 39,612 22,461 Amortization of intangible assets 20,478 19,573 Amortization of debt discount 298,864 13,020 Non-cash compensation for options issued 146,176 324,640 Non-cash compensation for warrants issued 55,244 - Changes in assets and liabilities: Accounts receivable 1,787,788 (1,027,462) Inventories (325,443) 459,725 Prepaid expenses and other current assets 361 (5,620) Other assets (1,024) 30,332 Accounts payable (210,939) 164,732 Accrued liabilities 395,098 (59,789) ------------------- ------------------- Net cash used for operating activities 81,355 (1,875,410) ------------------- ------------------- Cash flows used for investing activities: Acquisition of fixed assets (2,903) (13,081) Acquisition of intangible assets (14,300) - ------------------- ------------------- Net cash used for investing activities (17,203) (13,081) ------------------- ------------------- Cash flows provided by financing activities: Proceeds from note payable, other 700,000 4,507,579 Payments on note payable, other (1,356,931) (2,868,120) ------------------- ------------------- Net cash provided by financing activities (656,931) 1,639,459 ------------------- ------------------- Net decrease in cash and cash equivalents (592,779) (249,032) Cash and cash equivalents, at beginning of period 673,351 282,516 ------------------- ------------------- Cash and cash equivalents, at end of period $ 80,572 $ 33,484 =================== =================== See accompanying notes to these financial statements. Q-4

IntraOp Medical Corporation Consolidated Statements of Cash Flows - Unaudited (Continued) ---------------------------------------------------------------------------------- Three months ended December 31, -------------------------------- 2009 2008 -------------- --------------- Supplemental disclosure of cash flow information: Cash paid for interest $ 143,102 $ 233,914 Income taxes paid - - See accompanying notes to these financial statements. (Remainder of page intentionally left blank)

Q-5 INTRAOP MEDICAL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - INTRAOP MEDICAL CORPORATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been or omitted pursuant to such rules and regulations. These consolidated financial statements and the accompanying notes are unaudited and should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2009. In the opinion of management, the consolidated financial statements herein include adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's financial position as of December 31, 2009, and the results of operations for the three months ended December 31, 2009 and December 31, 2008. The results of operations for the three months ended December 31, 2009 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. Formation and Business of the Company: Intraop Medical Corporation (the "Company") was incorporated in Nevada on November 5, 1999. The Company's business is the development, manufacture, marketing, distribution and service of the Mobetron, a proprietary mobile electron-beam cancer treatment system designed for use in intraoperative electron-beam radiation therapy, or IOERT as well as external beam radiation therapy or EBRT. The IOERT procedure involves the direct application of radiation to a tumor and/or tumor bed while a patient is undergoing surgery for cancer. EBRT is the external application of radiation to the tumor site while the patient is undergoing treatment for skin cancer. Basis of Consolidation: For the three months ended December 31, 2009 and December 31, 2008, the consolidated financial statements include the accounts of IntraOp Medical Corporation, IntraOp Medical Services, Inc. and IntraOp Medical Europe Ltd. All significant inter-company balances and transactions have been eliminated in preparation of the consolidated financial statements. Q-6 NOTE 1 - INTRAOP MEDICAL CORPORATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Going Concern: The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has experienced net losses of $2,124,860 and $1,817,022 for the three months ended December 31, 2009 and 2008, respectively. In addition, the Company has incurred substantial monetary liabilities in excess of monetary assets over the past several years and, as of December 31, 2009, had an accumulated deficit of $49,638,363. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon the Company's ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations. Management is taking action to address these matters, which include: - Retaining experienced management personnel with particular skills in the development and sale of its products and services. - Developing new markets overseas and expanding its sales efforts within the United States. - Evaluating funding strategies in the public and private markets. Historically, management has been able to raise additional capital. During the three months ended December 31, 2009, the Company obtained capital through the issuance of notes of approximately $400,000. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results Concentration of Credit Risk: The Company maintains its cash in bank accounts, which at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Credit risk with respect to accounts receivable is concentrated due to the limited number of transactions recorded in any particular period. See Note 2 for further discussion of these concentrations. Use of Estimates: The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Management makes estimates that affect reserves for allowance for doubtful accounts, deferred income tax assets, estimated useful lives of property and equipment, and accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Q-7 NOTE 1 - INTRAOP MEDICAL CORPORATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition: Revenue is recognized when earned in accordance with applicable accounting standards, including Accounting Standards Codification ('ASC") 605-10 (previously Staff Accounting Bulletins 104, Revenue Recognition in Financial Statements ("SAB 104")), and the interpretive guidance issued by the Securities and Exchange Commission and ASC 605-25 (previously EITF issue number 00-21, Accounting for Revenue Arrangements with Multiple Elements, of the FASB's Emerging Issues Task Force). The Company recognizes revenue on sales of machines upon delivery, provided there are no uncertainties regarding installation or acceptance, persuasive evidence of a binding sales agreement exists, the sales price is fixed or determinable, and collection of the related receivable is reasonably assured. Revenue from maintenance is recognized as maintenance services are completed or over the term of the maintenance agreements. Revenue from the leasing of machines is recognized over the term of the lease agreements. The Company recognized revenue on service contracts for the service of Mobetron at the customer site with seven customers during the three months ended December 31, 2009 and six customers during the three months ended December 31, 2008. Under these agreements, customers agree to a one-year service contract for which they receive warranty-level labor and either full coverage or a credit for a certain contracted dollar amount for service-related parts. On contracts with credit for service-related parts, the Company recorded a liability for parts equal to the amount of the parts credit contracted for by the customer with the remainder of the contract price recorded as labor related service contract liability. On full coverage contract, the Company recorded the contract price as service contract liability. Intangible Assets: Intangible assets consist primarily of capitalized costs relating to a Japanese device approval license for sale of Mobetron and amounts paid for certain non-recurring engineering expenses paid to third parties for the development of certain Mobetron subsystems. Non-recurring engineering expenses related to the Mobetron are amortized on a straight-line basis over their estimated useful lives of five years. The medical device approval license has an indefinite life and therefore is not subject to amortization. The Company evaluates the carrying value of its intangible assets during the fourth fiscal quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company's evaluation of its intangible assets completed during three months ended September 30, 2009 resulted in no impairment losses. Q-8 NOTE 1 - INTRAOP MEDICAL CORPORATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Taxes: The Company accounts for its income taxes using the Financial Accounting Standards Board Statements of ASC No. 740-10, "Accounting for Income Taxes," which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. Basic and Diluted Loss per Share: In accordance with ASC No. 260-10, Earnings per Share, basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes. Further, basic and diluted net loss per share was the same for all periods presented because the inclusion of potential dilutive shares in the calculation of net loss per share on a fully diluted basis would have resulted in a lower net loss per share, creating in anti-dilutive effect. The following table sets forth the computation of basic and diluted net loss per common share: Three months ended December 31, ------------------------- 2009 2008 ------------ ------------ Numerator Net loss available to common stockholders $(2,124,860) $(1,817,022) Denominator Weighted average common shares outstanding 7,855,894 7,855,894 ------------ ------------ Total shares, basic 7,855,894 7,855,894 ============ ============ Net loss per common shares Basic and diluted $ (0.27) $ (0.23) ============ ============ Q-9 NOTE 1 - INTRAOP MEDICAL CORPORATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The potential dilutive shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: Three months ended December 31, ------------------------------- 2009 2008 --------------- ------------- Options to purchase common stock 591,221 606,841 Warrants to purchase common stock 1,143,878 324,459 --------------- ------------- Potential equivalent shares excluded 1,735,099 931,300 =============== ============= Comprehensive Loss: Comprehensive loss consists of net loss and other gains and losses affecting stockholders' equity that, under generally accepted accounting principles are excluded from net loss in accordance with Statement of ASC No. 220-10, Reporting Comprehensive Income. The Company, however, does not have any components of other comprehensive loss as defined by ASC No. 220-10 and therefore, for the three months ended December 31, 2009 and 2008, comprehensive loss is equivalent to the Company's reported net loss. Accordingly, a statement of comprehensive loss is not presented. Segment: The Company operates in a single business segment that includes the design, development, and manufacture of the Mobetron. The Company does however disclose geographic area data based on product shipment destination. The geographic summary of long-lived assets is based on physical location. Recent Accounting Pronouncements: In June 2008, the FASB issued ASC 260-10 (previously FASB Staff Position ("FSP") on EITF No. 03-6-1), Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. Under the ASC, unvested share-based payment awards that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing earnings per share. The ASC 260-10 is effective for years beginning after December 15, 2008, and interim periods within those years. With effect from the fiscal year beginning October 1, 2009 the Company implemented the ASC 260-10 and has no significant impact on the Company's results of operations, financial condition or liquidity. In April 2008, the FASB issued ASC 350-10 (previously FSP FAS No. 142-3), which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under ASC 350-10 (previously FAS No. 142), Goodwill and Other Intangible Assets. The ASC requires an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency between the useful life of a recognized intangible asset under ASC 350-10 and the period of expected cash flows used to measure the fair value of the asset under ASC 805-10 (previously FAS No. 141), Business Combinations. The ASC is effective for years beginning after December 15, 2008, and the guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date. With effect from the fiscal year beginning October 1, 2009 the Company adopted the ASC 350-10 and has no impact on the Company's results of operations, financial condition or liquidity. Q-10 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In December 2007, the FASB revised ASC 805-10 (previously FAS No. 141(R)), Applying the Acquisition Method. ASC 805-10 provides guidance for the recognition of the fair values of the assets acquired upon initially obtaining control, including the elimination of the step acquisition model. The codification is effective for acquisitions made in years beginning after December 15, 2008. The Company adopted ASC 805-10 with effect from October 1, 2009, and is not expected to have a significant impact on the Company's results of operations, financial condition or liquidity. In June 2008, the FASB ratified the consensus reached on ASC 815-40 (previously EITF Issue No. 07-05), Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock . ASC 815-40 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity's own stock. ASC 815-40 applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative under ASC 815-10-15 (previously paragraphs 6-9 of SFAS 133), for purposes of determining whether that instrument or embedded feature qualifies for the first part of the scope exception under paragraph 11(a) of ASC 815-10 (previously SFAS 133) and for purposes of determining whether that instrument is within the scope of ASC 815-40 (previously EITF No. 00-19) Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, which provides accounting guidance for instruments that are indexed to, and potentially settled in, the issuer's own stock. ASC 815-40 is effective for years beginning after December 15, 2008, and early adoption is not permitted. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements. In June 2009, the FASB issued ASC 860-10 (previously Statement No. 166), Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140. ASC 860-10 eliminates the exceptions for qualifying special-purpose entities from consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. ASC 860-10 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. The Company adopted the ASC 860-10 with effect from October 1, 2009 and currently has no impact on the adoption of ASC 860-10 on the financial statements. In June 2009, the FASB issued ASC 810-10 (previously Statement No. 167), Amendments to FASB Interpretation No. 46(R). ASC 810-10 amends Interpretation of 46(R) to require an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. ASC 810-10 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Earlier application is prohibited. The Company is currently evaluating the impact the adoption of ASC 810-10 will have on the financial statements. Q-11 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounting Standards Codification In June 2009, the FASB issued its Accounting Standards Codification ("ASC"), codifying all previous sources of accounting principles into a single source of authoritative, nongovernmental U.S. generally accepted accounting principles ("U.S. GAAP"). Although the ASC supersedes all previous levels of authoritative accounting standards, it did not affect accounting principles under U.S. GAAP. The Company adopted the codification effective September 30, 2009. In August 2009, the FASB issued ASC 2009 - 05, Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value to provide guidance when estimating the fair value of a liability. When a quoted price in an active market for the identical liability is not available, fair value should be measured using: - The quoted price of an identical liability when traded as an asset, - Quoted prices for similar liabilities or similar liabilities when trades as assets, or - Another valuation technique consistent with the principles of Topic 820 such as an income approach or a market approach If a restriction exists that prevents the transfer of the liability, a separate adjustment related to the restriction is not required when estimating fair value. Its adoption is not expected to have a material impact on our financial position, results of operations, or cash flows. In September 2009, the FASB issued Accounting Standards Update (ASU) 2009-12, Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU allows a company to measure the fair value of an investment that has no readily determinable fair value on the basis of the investee's net asset value per share as provided by the investee. This allowance assumes that the investee has calculated net asset value in accordance with the GAAP measurement principles of Topic 946 as of the reporting entity's measurement date. Examples of such investments include investments in hedge funds, private equity funds, real estate funds and venture capital funds. The update also provides guidance on how the investment should be classified within the fair value hierarchy based on the value for which the investment can be redeemed. The amendment is effective for interim and annual periods ending after December 15, 2009 with early adoption permitted. Q-12 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In October 2009, the FASB issued two new accounting standards updates that: - Revise accounting and reporting requirements for arrangements with multiple deliverables. This update allows the use of an estimated selling price to determine the selling price of a deliverable in cases where neither vendor-specific objective evidence nor third-party evidence is available, which is expected to increase the ability for entities to separate deliverables in multiple-deliverable arrangements and, accordingly, to decrease the amount of revenue deferred in these cases. Additionally, this update requires the total selling price of a multiple-deliverable arrangement to be allocated at the inception of the arrangement to all deliverables based on relative selling prices. - Clarify which revenue allocation and measurement guidance should be used for arrangements that contain both tangible products and software, in cases where the software is more than incidental to the tangible product as a whole. More specifically, if the software sold with or embedded within the tangible product is essential to the functionality of the tangible product, then this software, as well as undelivered related software elements is excluded from the scope of existing software revenue guidance, which is expected to decrease the amount of revenue deferred in these cases These updates are to be applied prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which for the Company is its fiscal 2011, and must be adopted at the same time. Early adoption is permitted, and if these updates are adopted early in other than the first quarter of our fiscal year, then they must be applied retrospectively to the beginning of that fiscal year. The Company is currently evaluating the impact the adoption of these updates will have on its financial position, results of operations and cash flows. In October 2009, the FASB issued ASU 2009-13 ("FASB ASU 09-13"), Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force). FASB ASU 09-13 updates the existing multiple-element arrangement guidance currently in FASB Topic 605-25 (Revenue Recognition - Multiple-Element Arrangements). This new guidance eliminates the requirement that all undelivered elements have objective evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to the items that have already been delivered. Further, companies will be required to allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable, even though such deliverables are not sold separately by either company itself or other vendors. This new guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The revised guidance will be effective for the first annual period beginning on or after June 15, 2010. The Company may elect to adopt the provisions prospectively to new or materially modified arrangements beginning on the effective date or retrospectively for all periods presented. The Company is currently evaluating the impact FASB ASU 09-13 will have on its consolidated financial statements. Q-13 NOTE 2 - MAJOR CUSTOMERS AND VENDORS Three customers represent 43.2%, 25.5% and 19.9% of accounts receivable at December 31, 2009. Three customers accounted for 27.9%, 1.3% and 1.3% of net revenue for the three months ended December 31, 2009. Three customers accounted for 81.5%, 8.7%, and 5.8% of net revenue for the three months ended December 31, 2008. Three suppliers represented 19.85%, 7.32% and 6.88% of accounts payable at December 31, 2009. Purchases from these suppliers during the three months ended December 31, 2009 totaled approximately $0, $0 and $45,304. Purchases from these suppliers during the three months ended December 31, 2008 totaled approximately $0, $0 and $53,230 respectively. NOTE 3 - BALANCE SHEET COMPONENTS Inventory: Inventory consists of the following: December 31, September 30, 2009 2009 ------------ ------------- Finished goods $ - $ - Work-in-progress 114,034 52,795 Purchased parts and raw material, net of reserves of $211,932 (at September 30, 2009 $211,932) 889,886 646,568 ------------ ------------- $ 1,003,920 $ 699,363 ============ ============= Inventories, under product financing arrangement: Inventories under product financing arrangements consist of the following: December 31, September 30, 2009 2009 ------------ ------------- Finished goods $ - $ - Work-in-progress 1,026,431 1,005,545 Purchased parts and raw material - - ------------ ------------- $ 1,026,431 $ 1,005,545 ============ ============= Under the Company's Product Financing Arrangement and Inventory Financing Arrangement (see Note 4), ownership of the financed inventory is transferred to the lender. However, the Company has the right to subsequently repurchase financed inventory from the lender at a price equal to the original transfer price plus interest. Q-14 NOTE 3 - BALANCE SHEET COMPONENTS (CONTINUED) Property and Equipment and Leased Equipment: Property and Equipment and Leased Equipment consist of the following: December 31, September 30, 2009 2009 -------------- --------------- Property & equipment $ 284,317 $ 284,317 Computer equipment 129,684 126,781 Furniture & fixtures 72,311 72,311 Leasehold improvements 37,420 37,420 -------------- --------------- 523,732 520,829 Less: accumulated depreciation (413,798) (395,134) -------------- --------------- $ 109,934 $ 125,695 ============== =============== Included in property and equipment is an asset acquired under a capital lease with an original cost of $11,742 as of December 31, 2009 and as of December 31, 2008. Related accumulated depreciation and amortization of this asset was $10,176 and $7,828 as of December 31, 2009 and December 31, 2008 respectively. Leased Equipment: Leased Equipment consists of the following: December 30, September 30, 2009 2009 ------------- --------------- Mobetron leased to a customer $ 837,916 $ 837,916 Less: accumulated depreciation (76,809) (55,861) ------------- --------------- $ 761,107 $ 782,055 ============= =============== Intangible Assets: Intangible Assets consist of the following: December 31, September 30, 2009 2009 -------------- --------------- Non-recurring engineering charges paid to third parties $ 417,600 $ 403,300 Less accumulated amortization (265,318) (244,840) -------------- --------------- Mobetron related manufacturing and design rights, net 152,282 158,460 Medical device approval license not subject to amortization 30,000 30,000 -------------- --------------- Intangible assets, net $ 182,282 $ 188,460 ============== =============== The Company's historical and projected revenues are related to the sale and servicing of the Company's sole product, the Mobetron. Should revenues of the Mobetron product in future periods be significantly less than management's expectation, the benefit from the Company's Mobetron related intangibles would be limited and may result in an impairment of these assets. Q-15 NOTE 3 - BALANCE SHEET COMPONENTS (CONTINUED) Accrued Liabilities: A summary is as follows: December 31, September 30, 2009 2009 ------------- --------------- Contract advances $ 15,000 $ 15,000 Accrued interest payable 783,411 550,511 Accrued warranty 112,998 167,428 Deferred revenue 359,236 161,352 Accrued wages and benefits payable 214,484 195,549 Accrued sales tax payable 8,824 9,014 Other accrued liabilities 40,000 40,000 ------------- --------------- $ 1,533,953 $ 1,138,854 ============= =============== Warranty: The warranty periods for the Company's products are generally one year from the date of acceptance, but no longer than eighteen months from the date of delivery. The Company is responsible for warranty obligations arising from its sales and provides for an estimate of its warranty obligation at the time of sale. The Company's contract manufacturers are responsible for the costs of any manufacturing defects. Management estimates and provides a reserve for warranty upon sale of a new machine based on historical warranty repair expenses of the Company's installed base. The following table summarizes the activity related to the product warranty liability, which was included in accrued liabilities above. December 31, September 30, 2009 2009 --------------- ---------------- Warranty accrual at the beginning of period $ 167,428 $ 161,947 Accrual for warranties during the period - 180,000 Actual product warranty expenditures (54,430) (174,519) --------------- ---------------- Warranty accrual at the end of the period $ 112,998 $ 167,428 =============== ================ Q-16 NOTE 4 - BORROWINGS Outstanding notes payable were as follows: December 31, September 30, 2009 2009 -------------- --------------- Notes payable, related parties, current $ 119,002 $ 119,002 ============== =============== Product financing arrangement $ 3,663,644 $ 4,519,955 Leased asset financing arrangement 1,150,000 1,150,000 Senior secured debentures 4,600,000 4,200,000 Other notes 44,367 244,367 -------------- --------------- 9,458,011 10,114,322 Less debt discounts due to warrants - (298,864) -------------- --------------- Notes payable, net of debt discounts 9,458,011 9,815,458 Less: current portion (9,458,011) (9,815,458) -------------- --------------- Notes payable, other, net of current portion and unamortized debt discounts $ - $ -

Notes payable, related parties: Notes payable to related parties of $119,002 at December 31, 2009 and September 30, 2009, is related to a promissory note issued to an officer of the Company. The note is due on demand and bears interest at 9% per annum. Product financing arrangements: In August 2005, the Company entered into a $3,000,000 revolving combined inventory financing and accounts receivable factoring agreement (the "Product Financing Arrangement") with a financial institution. Under the terms of the agreement, the Company agreed to pay interest at the rate of 12% per annum on inventory financing and 24% per annum on accounts receivable financing under the agreement. The loan is secured by a lien on the financed inventory and receivables. In April 2006, the Company entered into an amendment to the Product Financing Arrangement to clarify and amend certain terms and conditions pursuant to which the Company can obtain financing under the agreement. Pursuant to the amendment, ownership of the inventory financed is transferred to the lender. From time to time, the Company may repurchase financed inventory from the lender at a price equal to the original transfer price plus accrued interest. On September 17, 2007, the Company entered into amendment to the Product Financing Arrangement to increase the availability under the agreement to $6,000,000 and to extend the term of the agreement to September 16, 2009. The Company also agreed to issue an additional warrant to purchase 27,000 shares of common stock to the lender with an exercise of price of $4.00 per share and a term of five years. The fair value of $103,990 attributable to the warrant was recorded as a note discount and was amortized into interest expense. Q-17 NOTE 4 - BORROWINGS (CONTINUED) On July 3, 2008 the Company entered into an amendment to the Product Financing Arrangement, to increase by approximately six months the amount of time certain inventory may remain as collateral under the Purchase Agreement. The Company agreed to reduce the exercise price of 27,000 warrants from $4.00 to $3.25 per share, which warrants were previously issued on September 17, 2007. The fair value of $99 attributable to the warrant was recorded as a note discount and was amortized to interest. In May 2009 the Company terminated and replaced its accounts receivable factoring portion of its Product Financing Arrangement with a new financial institution. The terms of this new agreement are similar to the previous agreement, as borrowings there under bear interest at 24% per annum. On June 30, 2009, pursuant to an amendment to the debenture purchase agreement dated September 30, 2008, as previously amended on April 9, 2009, the Company agreed to reduce the exercise price of 21,670 warrants issued on August 17, 2007 from $4.00 to $1.40, and also the exercise price of 27,000 warrants issued on September 17, 2007 from $3.25 to $1.40. The change in the fair value of $897 attributable to the warrant repricing was recorded as a note discount and was amortized to interest over the remaining term. At December 31, 2009 the outstanding principal balance under the Product Financing Arrangement was $3,663,644. Senior secured debentures The Company calculates the fair value of warrants issued with convertible securities using the Black Scholes valuation method. The total proceeds received in the sale of preferred stock or debt and related warrants is allocated among these financial instruments based on their relative fair values. The debt discount arising from assigning a portion of the total proceeds to the warrants issued is recognized as interest expense from the date of issuance to the earlier of the maturity date of the debt or the conversion dates using the effective yield method. Additionally, when issuing convertible debt, including convertible debt issued with detachable warrants, the Company tests for the existence of a beneficial conversion feature in accordance with ASC 470-20 (previously FASB Emerging Issues Task Force Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and FASB EITF No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments (EITF No. 00-27)). The Company records the amount of any beneficial conversion feature ("BCF"), calculated in accordance with these accounting standards, whenever it issues convertible debt that has conversion features at fixed rates that are in the money using the effective per share conversion price when issued. The calculated amount of the BCF is accounted for as a contribution to additional paid-in capital and as a debt discount that is recognized as interest expense from the date of issuance to the earlier of the maturity date of the debt or the conversion dates using the effective yield method. The maximum amount of BCF that can be recognized is limited to the amount that will reduce the net carrying amount of the debt to zero. Q-18 NOTE 4 - BORROWINGS (CONTINUED) As of December 31, 2009 the Company has issued 10% senior secured debentures in an aggregate principal amount of $4,600,000 to six private accredited investors and lenders (collectively "Lenders"), and may issue up to $400,000 aggregate principal amount of such debentures in the future under the terms of the debenture purchase agreement that we have entered into with such Lenders. These debentures mature on the earlier of (i) January 31, 2010 or (ii) the date the Company closes an issuance, or series of issuances, of promissory notes convertible into shares of its common stock with gross aggregate proceeds received by the Company of not less than $6,000,000 (other than the 10% senior secured debentures). The 10% senior secured debentures will convert at the option of the holder into shares of preferred stock in the event that we close an issuance, or series of issuances, of shares of preferred stock with gross aggregate proceeds received by us of not less than $1,000,000 at a conversion price equal to the price per share paid by the investors purchasing such securities. Interest on the outstanding principal amount of the debentures accrues at 10% per annum, payable monthly. The 10% senior secured debentures are secured by a lien on all of our assets not otherwise pledged under our Product Financing Arrangement. The proceeds are to be used for working capital purposes. Pursuant to ASC 470-20, the Company considered the potential contingent effect of a beneficial conversion feature of the 10% senior secured debentures issued during the three months ended December 31, 2009. Accordingly, the contingent conversion option is not required to be recognized unless the triggering event occurs and the contingency is resolved, and neither has occurred as of December 31, 2009. Additionally, the Company granted warrants to these debenture holders to purchase 821,419 shares of common stock at an exercise price of $1.40 per share with expiration date ranging from March 31, 2014 to December 8, 2014. The Company calculated the value of the warrants at the date of the transaction, being approximately $878,277 under the Black-Scholes option-pricing method. The Company allocated the $4.6 million in gross proceeds between the convertible debentures and the warrants based on their fair values. The Company has reported the debt discount as a direct reduction to the face amount of the debt. The discount had accreted over the life of the outstanding debentures. The values allocated to the warrants were recorded as a credit to additional paid in capital. Other notes: The Company has a promissory note payable to a former director with an outstanding principal balance of $44,367 at December 31, 2009. This note is due on demand and bears interest at 9% per annum. Q-19 NOTE 5 - CAPITAL LEASE Capital lease The Company leases equipment which is classified as capital lease arrangements. Capital lease obligations were as follows: December 31, September 30, 2009 2009 -------------- -------------- Capital lease for equipment $ 2,326 $ 2,946 Less: current portion (2,326) (2,519) -------------- -------------- Capital lease obligations, net of current portion $ - $ 427 ============== ============== NOTE 6 - COMMON STOCK Shares Reserved for Future Issuance: The Company has reserved shares of common stock for future issuance as follows: December 31, September 30, 2009 2009 -------------- ------------- 2005 Equity Incentive Plan 907,193 907,193 Common stock warrants 1,143,878 1,072,451 -------------- ------------- Total 2,051,071 1,979,644 ============== ============= At the Company's annual meeting of stockholders on October 15, 2007, stockholders approved an amendment to the Company's 2005 Equity Incentive Plan (the "Plan") to increase by 441,253 shares the number of shares of common stock reserved for issuance under the Plan. Further at the Company's annual meeting of stockholders on April 23, 2008, stockholders approved an amendment to the Plan to increase the number of shares of common stock reserved for issuance under the Plan by an additional 400,000 shares. Q-20 NOTE 7 - STOCK OPTIONS The table below summarizes the share-based compensation expense under ASC No. 718-10: Three months ended December 31, ------------------------ 2009 2008 ------------ ----------- Cost of revenues - Service $ 3,607 $ 8,569 Research and development 44,964 82,444 General and administrative 34,245 61,735 Sales and marketing 41,650 123,905 ------------ ----------- Total $ 124,466 $ 276,653 ============ =========== During the three months ended December 31, 2009 and 2008, total share-based compensation expense recognized in earnings before taxes was $124,466 and $276,653 respectively and the total related recognized tax benefit was zero. Additionally, total share-based compensation expense capitalized as part of inventories for the three months ended December 31, 2009 and 2008 was $21,663 and $39,649 respectively, and total share-based compensation expense applied to warranty reserve for the three months ended December 31, 2009 and 2008 was $2,876 and $7,385 respectively. No new options were issued during the three months ended December 31, 2009. The fair values of options granted under the Plan for the three months ended December 31, 2008 were estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions: Three months ended December 31, 2009 2008 ---------- ----------- Expected term (in years) - 5.45 Risk-free interest rate - 2.63% Expected volatility - 284% Expected dividend yield - 0% Weighted average fair value at grant date - $ 0.15 Q-21 NOTE 7 - STOCK OPTIONS (CONTINUED) Activity under the Plan is presented below: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Available Number of Exercise Term Value for Grant Shares Price (in years) (1) ----------------- --------------- -------------- ------------ ----------- Balance at September 30, 2008 290,324 616,869 $ 8.42 8.08 Granted (56,600) 56,600 1.44 - Authorized - - - - Cancelled or expired 82,248 (82,248) (8.67) - Exercised - - - - ----------------- --------------- Balance at September 30, 2009 315,972 591,221 $ 7.71 8.28 $ 59,900 Granted - - - Authorized - - - Cancelled or expired - - - Exercised - - - ----------------- --------------- Balance at December 31, 2009 315,972 591,221 $ 7.71 8.03 $ 0 ================= =============== Exercisable at December 31, 2009 450,816 $ 7.62 8.02 $ 0 ===============

(1) The aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the exercise price and the Company's closing stock price of $0.45 as of December 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date. As of December 31, 2009 there was approximately $194,508 of total unrecognized compensation expense related to outstanding stock options. This unrecognized compensation expense is expected to be recognized over a weighted average period of 1.5 years. Q-22 NOTE 7 - STOCK OPTIONS (CONTINUED) Total options under the Plan at December 31, 2009, were as follows: Weighted Options Average Options Option Outstanding Remaining Exercisable Exercise as of Contractual as of Price December 31, 2009 Life (Years) December 31, 2009 ---------- ------------------ --------------- ------------------ $1.40 36,000 9.10 36,000 1.50 20,000 9.74 12,000 2.00 600 8.79 483 4.00 10,900 8.23 10,900 4.50 66,600 8.42 50,783 9.00 456,511 7.81 340,040 40.00 160 2.22 160 62.50 450 4.82 450 ------------------ Total 591,221 450,816 ================== ================== Total options under the Plan at September 30, 2009, were as follows: Options Options Weighted Average Exercisable Option Outstanding Remaining as of Exercise as of Contractual September 30, Price September 30, 2009 Life (Years) 2009 ---------- ------------------ ---------------- ----------------- $1.40 36,000 9.35 33,000 1.50 20,000 9.99 6,667 2.00 600 9.04 283 4.00 10,900 8.48 7,844 4.50 66,600 8.68 28,583 9.00 456,511 8.06 225,478 40.00 160 2.47 160 62.50 450 5.08 450 ----------------- Total 591,221 302,465 ================= ================= Q-23 NOTE 8 - WARRANTS The following warrants are each exercisable for one share of common stock: Weighted Number of Average Aggregate Shares Price Price ------------- ----------- ----------- Balance at September 30, 2008 325,839 $ 7.01 $2,284,821 Warrants granted 798,661 1.40 1,118,125 Warrants exercised - - - Warrants cancelled (48,669) (3.58) (174,426) Warrants expired (3,380) (30.44) (102,875) ------------- ----------- ----------- Balance at September 30, 2009 1,072,451 $ 2.91 $3,125,645 Warrants granted 71,427 1.40 99,998 Warrants exercised - - - Warrants cancelled - - - Warrants expired - - - ------------- ----------- ----------- Balance at December 31, 2009 1,143,878 $ 2.82 $3,225,643 ============= =========== =========== The common stock warrants as of December 31, 2009 and September 30, 2009 are comprised of the following: Warrants Weighted Average Outstanding Remaining as of Contractual Life Exercise Price December 31, 2009 (Years) --------------- ------------------- ------------------ $1.40 870,088 4.25 4.00 225,510 2.57 14.00 8,000 2.50 20.00 33,498 0.84 35.00 2,382 0.67 50.00 2,000 1.27 57.50 2,000 1.87 62.50 400 0.15 ------------------- Total 1,143,878 =================== Q-24 NOTE 8 - WARRANTS (CONTINUED) Warrants Weighted Average Outstanding Remaining as of Contractual Life Exercise Price September 30, 2009 (Years) --------------- ------------------- --------------------- $1.40 798,661 4.44 4.00 225,510 2.82 14.00 8,000 2.75 20.00 33,498 1.09 35.00 2,382 0.92 50.00 2,000 1.52 57.50 2,000 2.12 62.50 400 0.40 ------------------- Total 1,072,451 =================== During the following fiscal years, the numbers of warrants to purchase common stock which will expire in the next five years if unexercised are: Fiscal Year Ending Number September 30, --------------- ---------------- 2010 40,916 2011 17,748 2012 263,795 2013 - 2014 821,419 ---------------- 1,143,878 ================ NOTE 9 - EMPLOYEE BENEFIT PLAN The Company maintains a 401(k) defined contribution plan that covers substantially all of its employees. Participants may elect to contribute up to the maximum limit imposed by federal tax law. The Company, at its discretion, may make annual matching contributions to the plan. The Company has made no matching contributions to the plan through December 31, 2009. Q-25 NOTE 10 - OPERATING SEGMENT AND GEOGRAPHIC INFORMATION Net revenues by geographic area are presented as follows, with no other geographic region representing 10% or more of net revenues during the periods presented. Three months ended December 31, ------------------------------- 2009 2008 -------------- -------------- Europe $ 47,921 $ 1,032,419 Asia - - United States 111,843 96,847 South America 1,302 69,000 -------------- -------------- Total Revenue $ 161,066 $ 1,198,266 ============== ============== The Company maintained long lived assets includes property and equipment, intangible assets, and leased equipment each net of applicable depreciation or amortization in the following geographic areas during the three months ended December 31, 2009: Three months ended December 31, 2009 ------------------------ United States $ 1,048,744 Europe 1,688 Asia 2,891 ------------------------ Total $ 1,053,323 ======================== NOTE 11 - SUBSEQUENT EVENTS The Company evaluates events that occur subsequent to the balance sheet date of periodic reports, but before financial statements are issued for periods ending on such balance sheet dates, for possible adjustment to such financial statements or other disclosure. This evaluation generally occurs through the date at which the Company's financial statements are electronically prepared for filing with the SEC. For the financial statements as of and for the periods ending December 31, 2009, this date was February 12, 2010. In January 2010 the Company issued $400,000 under the 10% senior secured debentures (the "Debentures") with a due date of July 31, 2010 to certain related parties. The Company has board approval to issue another $2,500,000 under this facility, as amended as described below. Q-26 NOTE 11 - SUBSEQUENT EVENTS (CONTINUED) On January 31, 2010, the Company entered into an amendment to the Debenture Purchase Agreement (the "Purchase Agreement") dated as of September 30, 2008 and previously amended as of April 9, 2009, June 30, 2009 and December 31, 2009, with the purchasers of Debentures (the "Debenture Purchasers"). In connection with this amendment, the Company repaid the Debenture having an aggregate principal amount of $500,000 held by E.U. Capital and concurrently sold Debentures having a principal amount of $250,000 to each of Mr. Morkner, who is a new Debenture Purchaser, and Mr. Ralls. As of January 31, 2010, an aggregate of $5,000,000 in principal amount of Debentures had been issued to the Debenture Purchasers and remained outstanding. In connection with the amendment to the Purchase Agreement, the Company and the Debenture Purchasers also agreed to amend the form of each of the previously issued Debentures and each additional Debenture to be issued under the Purchase Agreement in the future in order to extend the maturity date of such Debentures from January 31, 2010 to July 31, 2010 Concurrently with the issuance of the Debentures described above to Messrs. Ralls and Morkner, the Company issued warrants to purchase 44,642 shares of common stock to each of those Debenture Purchasers. Q-27

INTRAOP MEDICAL CORP 10-Q