8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 13, 2008 (August 13, 2008)

CardioTech International, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-28034	04-3186647
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

229 Andover Street, Wilmington, Massachusetts,        01887

      (Address of Principal Executive Offices)               (Zip Code)

(978) 657-0075

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.                                Results of Operations and Financial Condition

On August 13, 2008, CardioTech International, Inc. issued a press release announcing its financial results for the three month period ended June 30, 2008.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.01.                                Regulation FD Disclosure

See Item 2.02 of this Form 8-K.

Item 9.01.                                Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                                Description

99.1 Press Release of CardioTech International, Inc. dated August 13, 2008.

The information included in this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished under Item 2.02, “Results of Operations and Financial Condition,” Item 7.01, “Regulation FD Disclosure” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K.  As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  This Current Report (including the exhibit attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARDIOTECH INTERNATIONAL, INC.

By:  /s/ Michael F. Adams____

Michael F. Adams

President & CEO

Dated:  August 13, 2008

EXHIBIT INDEX

Exhibit No.                                Description

99.1 Press Release of CardioTech International, Inc. dated August 13, 2008.

EX-99.1

EXHIBIT 99.1

Reminder:  Conference Call Today at 2:30 ET, Dial In 866-818-1223 (ID#1266354)

FOR IMMEDIATE RELEASE

CardioTech International Reports First Quarter Fiscal 2009 Results

AdvanSource Biomaterials Brand Launched in Quarter

WILMINGTON, MA, August 13, 2008. CardioTech International, Inc. (AMEX: CTE),  a leading developer and manufacturer of advanced biomaterials for a broad range of medical devices, today reported financial results for the fiscal first quarter ended June 30, 2008.  The Company’s financial condition and results of operations, which are based on the Company’s continuing operations, exclude the financial condition and results of Gish Biomedical, Inc. and Catheter and Disposables Technology, Inc. (“CDT”), both former wholly-owned subsidiaries of the Company, which were sold during the fiscal year ended March 31, 2008.

Fiscal First Quarter & Recent Highlights:

·   In June 2008, the Company launched its AdvanSource Biomaterials brand and is receiving a positive response to its initial marketing effort; and

·   The Company received approval in July for an export license for its 4mm CardioPass™ synthetic coronary bypass graft following necessary Ministry of Health approval for the second size graft and a second site for its European clinical trial for CardioPass™.

Financial Results

For the fiscal first quarter ended June 30, 2008, revenues were $874,000 as compared to $852,000 in the year-earlier period.  Net loss and net loss from continuing operations during the fiscal first quarter were $559,000, or $0.03 per diluted share.  These results compare to a year-earlier period net loss of $1.8 million, or $0.09 per diluted share, comprised of net loss from continuing operations of $95,000, or $0.00 per diluted share and a $1.7 million loss, or $0.09 per diluted share, from discontinued operations as a result of the sale of Gish and CDT.

The overall increase in revenues during the three months ended June 30, 2008 was due in part to an increase in royalties and development fees, which rose to $561,000, a 13% increase from $498,000 in the year-earlier period, partially offset by a decrease in product sales.

Gross margin declined during the fiscal first quarter ended June 30, 2008 due to scrap incurred in the production of biomaterials, increased staffing, and other costs aimed at improving the Company’s manufacturing processes and quality systems.  Selling, general and administrative expenses increased by 68% to $924,000 during the fiscal first quarter ended June 30, 2008 attributable, in part, to incremental professional fees, the appointment of the Company's first-time Global Sales Director for materials science and significant expansion of marketing and branding initiatives.  During the past fiscal year, the Company made a substantial investment in infrastructure and systems improvements.

The Company's cash and cash equivalents balance at June 30, 2008 was $5.6 million and working capital was $5.7 million.

Commenting on CardioTech’s performance, President and CEO Michael Adams said:  “The operating results during this past quarter reflect our investment in both a comprehensive marketing launch for our AdvanSource Biomaterials brand and application of resources to improve the quality systems and efficiency of our manufacturing processes.  We expect to benefit from the stream of new inquiries generated by our initial marketing effort at a major medical device industry trade show in early June.”

“Deployment of working capital is focused on gaining broader recognition for our advanced biomaterials to existing and potential customers.  We are proceeding at two sites with two graft sizes in the European clinical trial of CardioPass™, our synthetic coronary artery bypass graft.  CardioPass™ is a breakthrough device that reflects CardioTech’s unique strength in polymer science,”  Mr. Adams concluded.

CONFERENCE CALL & REPLAY INFORMATION

CardioTech will host a conference call with investors at 2:30 p.m. ET on Wednesday, August 13 2008 to discuss its fiscal first quarter 2009 financial results. Participants should dial-in (866) 818-1223 Conference ID# 1266354 or (703) 639-1376 outside the U.S. Please dial-in 10 minutes before the call is scheduled to begin.

A replay will be available approximately two hours after the conference call ends for a period of two weeks at 888-266-2081reference # 1266354 or 703-925-2533 outside the U.S.

About CardioTech International:

Through its newly formed AdvanSource Biomaterials Corporation subsidiary, CardioTech develops advanced polymer materials which provide critical characteristics in the design and development of medical devices. The Company’s biomaterials are used in devices that are designed for treating a broad range of disease states and anatomical sites. The Company’s business model leverages its proprietary materials science technology and manufacturing expertise in order to expand its product sales and royalty and license fee income.  CardioTech is conducting a clinical trial for regulatory approval in Europe for its CardioPass™ synthetic coronary bypass graft. More information about CardioTech is available at its new website: www.advbiomaterials.com

Forward-Looking Statements:

CardioTech believes that this press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties.  Such statements are based on management’s current expectations and are subject to risks and uncertainties that could cause results to differ materially from the forward-looking statements.  For further information on such risks and uncertainties, you are encouraged to review CardioTech’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2008.  CardioTech assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

For Further Information Contact:

Eric Walters	Sylvia Dresner
Vice President & Chief Financial Officer	Senior Vice President
CardioTech International, Inc.	VMW Corporate & Investor Relations
978-657-0075	212-616-6161
info@advbiomaterials.com	info@vmwcom.com

(FINANCIAL TABLES FOLLOW)

CardioTech International, Inc.
Condensed Consolidated Balance Sheets
(Unaudited - in thousands, except share and per share amounts)
	June 30,			March 31,
	2008			2008
ASSETS
Current assets:
Cash and cash equivalents	$	5,635		$	6,733
Accounts receivable-trade, net of allowance of $5 and    $6 as of June 30, 2008 and March 31, 2008, respectively		183			46
Accounts receivable-other		522			480
Inventories		285			149
Prepaid expenses and other current assets		79			149
Total current assets		6,704			7,557
Property, plant and equipment, net		3,481			3,339
Goodwill		487			487
Other assets		22			178
Total assets	$	10,694		$	11,561
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	304		$	370
Accrued expenses		336			698
Deferred revenue		232			148
Current liabilities of discontinued operations		149			149
Total current liabilities		1,021			1,365
Commitments and contingencies
Stockholders' equity:
Preferred stock; $0.01 par value; 5,000,000 shares authorized;    500,000 shares issued and none outstanding as of   June 30, 2008 and March 31, 2008		-			-
Common stock; $0.001 par value; 50,000,000 shares authorized;    21,067,313 shares issued and outstanding as of June 30, 2008    and March 31, 2008		21			21
Additional paid-in capital		38,602			38,566
Accumulated deficit		(28,950	)		(28,391	)
Total stockholders' equity		9,673			10,196
Total liabilities and stockholders' equity	$	10,694		$	11,561

CardioTech International, Inc.
Condensed Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
	For The Three Months Ended  June 30,
	2008			2007
Revenues:
Product sales	$	313		$	354
Royalties and development fees		561			498
		874			852
Cost of sales		347			175
Gross margin		527			677
Operating expenses:
Research, development and regulatory		183			230
Selling, general and administrative		924			550
		1,107			780
Loss from operations		(580	)		(103	)
Interest income		21			8
Net loss from continuing operations		(559	)		(95	)
Loss from discontinued operations		-			(555	)
Loss on sale of Gish		-			(1,178	)
Net loss from discontinued operations		-			(1,733	)
Net loss	$	(559	)	$	(1,828	)
Net loss per common share, basic and diluted:
Net loss per share, continuing operations	$	(0.03	)	$	(0.00	)
Net loss per common share, discontinued operations		-			(0.09	)
Net loss per common share	$	(0.03	)	$	(0.09	)
Shares used in computing net loss per common    share, basic and diluted		21,067			20,032