<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                                   (Mark One)

(x)    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
                  For the quarterly period ended MAY 31, 2002

                                       OR

( )    Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
                   For the transition period from          to
                                                 ----------  ----------


                         Commission file number 0-19095

                             SOMANETICS CORPORATION
             (Exact name of registrant as specified in its charter)

           MICHIGAN                                              38-2394784
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                              1653 EAST MAPLE ROAD,
                                 TROY, MICHIGAN
                                   48083-4208
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (248) 689-3050
              (Registrant's telephone number, including area code)

       Indicate by check mark whether the registrant (1) has filed all reports
       required to be filed by Section 13 or 15(d) of the Securities Exchange
       Act of 1934 during the preceding 12 months (or for such shorter period
       that the registrant was required to file such reports), and (2) has
       been subject to such filing requirements for the past 90 days.

                       Yes     X         No
                          ------------     ------------


        Number of common shares outstanding at July 10, 2002: 9,077,863



<PAGE>


                          PART I FINANCIAL INFORMATION

                             SOMANETICS CORPORATION


                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                    May 31,             November 30,
ASSETS                                                                                               2002                   2001
                                                                                                 ------------          -------------
CURRENT ASSETS:                                                                                   (Unaudited)            (Audited)
<S>                                                                                              <C>                   <C>
    Cash and cash equivalents ..........................................................         $  3,041,229          $    167,873
    Accounts receivable ................................................................              968,145             1,263,039
    Inventory ..........................................................................            1,125,897               793,757
    Prepaid expenses ...................................................................               97,000                74,255
                                                                                                 ------------          ------------
       Total current assets ............................................................            5,232,271             2,298,924
                                                                                                 ------------          ------------
PROPERTY AND EQUIPMENT (at cost):
    Machinery and equipment ............................................................            1,637,596             1,615,009
    Furniture and fixtures .............................................................              239,313               183,497
    Leasehold improvements .............................................................              165,642               165,642
                                                                                                 ------------          ------------
       Total ...........................................................................            2,042,551             1,964,148
    Less accumulated depreciation and amortization .....................................           (1,647,537)           (1,631,907)
                                                                                                 ------------          ------------
       Net property and equipment ......................................................              395,014               332,241
                                                                                                 ------------          ------------
OTHER ASSETS:
    Intangible assets, net .............................................................              925,413               928,870
    Other ..............................................................................               15,000                27,078
                                                                                                 ------------          ------------
       Total other assets ..............................................................              940,413               955,948
                                                                                                 ------------          ------------
TOTAL ASSETS ...........................................................................         $  6,567,698          $  3,587,113
                                                                                                 ============          ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable ...................................................................         $    472,742          $    482,137
    Accrued liabilities ................................................................              133,966                92,429
                                                                                                 ------------          ------------
       Total current liabilities .......................................................              606,708               574,566
                                                                                                 ------------          ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
    Preferred shares; authorized, 1,000,000 shares of $.01 par value;
       no shares issued or outstanding .................................................                 --                    --
    Common shares; authorized, 20,000,000 shares of $.01 par value;
       issued and outstanding, 9,077,863 shares at May 31, 2002,
       and 8,075,055 at November 30, 2001 ..............................................               90,779                80,751
    Additional paid-in capital .........................................................           59,068,629            55,386,453
    Accumulated deficit ................................................................          (53,198,418)          (52,454,657)
                                                                                                 ------------          ------------
       Total shareholders' equity ......................................................            5,960,990             3,012,547
                                                                                                 ------------          ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .............................................         $  6,567,698          $  3,587,113
                                                                                                 ============          ============
</TABLE>


                        See notes to financial statements


                                       2
<PAGE>


                             SOMANETICS CORPORATION

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three Months                           Six Months
                                                                       Ended May 31,                         Ended May 31,
                                                               ------------------------------        ------------------------------
                                                                    2002             2001                2002               2001
                                                               -----------        -----------        -----------        -----------
<S>                                                            <C>                <C>                <C>                <C>
NET REVENUES ...........................................       $ 1,659,606        $ 1,261,513        $ 3,251,426        $ 2,699,006
COST OF SALES ..........................................           542,616            417,679          1,036,006          1,017,838
                                                               -----------        -----------        -----------        -----------
GROSS MARGIN ...........................................         1,116,990            843,834          2,215,420          1,681,168
                                                               -----------        -----------        -----------        -----------

OPERATING EXPENSES:
   Research, development and engineering ...............           103,839            194,816            283,442            402,104
   Selling, general and administrative .................         1,422,685          1,505,019          2,701,007          2,851,677
                                                               -----------        -----------        -----------        -----------
       Total operating expenses ........................         1,526,524          1,699,835          2,984,449          3,253,781
                                                               -----------        -----------        -----------        -----------

OPERATING LOSS .........................................          (409,534)          (856,001)          (769,029)        (1,572,613)
                                                               -----------        -----------        -----------        -----------
OTHER INCOME (EXPENSE):
   Interest expense ....................................              --               (2,458)              (794)            (2,701)
   Interest income .....................................            20,281              8,684             26,062             14,383
                                                               -----------        -----------        -----------        -----------
       Total other income ..............................            20,281              6,226             25,268             11,682
                                                               -----------        -----------        -----------        -----------
NET LOSS ...............................................       $  (389,253)       $  (849,775)       $  (743,761)       $(1,560,931)
                                                               -----------        -----------        -----------        -----------

NET LOSS PER COMMON SHARE-
   BASIC AND DILUTED ...................................       $     (0.04)       $     (0.11)       $     (0.08)       $     (0.22)
                                                               -----------        -----------        -----------        -----------

WEIGHTED AVERAGE SHARES
    OUTSTANDING-BASIC AND DILUTED ......................         9,077,863          7,513,396          8,823,974          7,134,070
                                                               ===========        ===========        ===========        ===========
</TABLE>





                        See notes to financial statements

                                       3

<PAGE>


                             SOMANETICS CORPORATION

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          For the Six Month
                                                                                                            Periods Ended
                                                                                               ------------------------------------
                                                                                                   May 31,                 May 31,
                                                                                                    2002                    2001
                                                                                               ------------             ------------
<S>                                                                                            <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss .......................................................................             $  (743,761)             $(1,560,931)
  Adjustments to reconcile net loss to net cash used in
    operations:
      Depreciation and amortization ..............................................                 108,829                  254,764
      Compensation expense for non-employee stock options ........................                   3,104                      749
      Changes in assets and liabilities:
          Accounts receivable decrease ...........................................                 294,894                  540,106
          Inventory (increase) ...................................................                (332,140)                (463,500)
          Prepaid expenses (increase) decrease ...................................                 (22,745)                  32,138
          Other assets decrease ..................................................                  12,078                     --
          Accounts payable increase (decrease) ...................................                  (9,395)                   9,284
          Accrued liabilities increase (decrease) ................................                  41,537                 (130,732)
                                                                                               -----------              -----------
            Net cash (used in) operations ........................................                (647,599)              (1,318,122)
                                                                                               -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment (net) ....................................                (168,146)                (113,837)
                                                                                               -----------              -----------
            Net cash (used in) investing activities ..............................                (168,146)                (113,837)
                                                                                               -----------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common shares ........................................               3,689,101                2,345,801
                                                                                               -----------              -----------
            Net cash provided by financing activities ............................               3,689,101                2,345,801
                                                                                               -----------              -----------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS ....................................................................               2,873,356                  913,842

CASH AND CASH EQUIVALENTS, BEGINNING
  OF PERIOD ......................................................................                 167,873                  122,299
                                                                                               -----------              -----------

CASH AND CASH EQUIVALENTS, END
  OF PERIOD ......................................................................             $ 3,041,229              $ 1,036,141
                                                                                               ===========              ===========
</TABLE>



                        See notes to financial statements

                                       4
<PAGE>


                             SOMANETICS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  MAY 31, 2002



1.       ORGANIZATION AND OPERATIONS

         We are a Michigan corporation that was formed in January 1982. We
develop, manufacture and market the INVOS(R) Cerebral Oximeter, the only
non-invasive patient monitoring system commercially available in the United
States that continuously measures changes in the blood oxygen level in the
brain. The principal markets for our products are the United States, Europe, and
Japan. The Cerebral Oximeter is based on our proprietary In Vivo Optical
Spectroscopy, or INVOS, technology. INVOS analyzes various characteristics of
human blood and tissue by measuring and analyzing low-intensity visible and near
infrared light transmitted into portions of the body.

         We are also developing and marketing the CorRestore(TM) System for use
in cardiac repair and reconstruction, including heart surgeries called surgical
ventricular restoration, or SVR. We entered into a License Agreement as of June
2, 2000 with the inventors and their Company, CorRestore LLC. The license grants
us worldwide, royalty-bearing licenses to specified rights relating to the
CorRestore System and related products and accessories for SVR, subject to the
terms and conditions of the license agreement. In November 2001 we received
clearance from the FDA to market the CorRestore patch in the United States.

2.       FINANCIAL STATEMENT PRESENTATION

         We prepared our unaudited interim financial statements pursuant to the
Securities and Exchange Commission's rules. Accordingly, they do not include all
of the information and footnotes normally included in our annual financial
statements prepared in accordance with generally accepted accounting principles.
We believe, however, that the disclosures are adequate to make the information
presented not misleading.

         The unaudited interim financial statements in this report reflect all
adjustments which are, in our opinion, necessary to a fair statement of the
results for the interim periods presented. All of these adjustments that are
material are of a normal recurring nature. Our operating results for the
six-month period ended May 31, 2002 do not necessarily indicate the results that
you should expect for the year ending November 30, 2002. You should read the
unaudited interim financial statements together with the financial statements
and related footnotes for the year ended November 30, 2001 included in our
Annual Report on Form 10-K for the fiscal year ended November 30, 2001.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Inventory is stated at the lower of cost or market on a first-in,
first-out (FIFO) basis. Inventory consists of:
<TABLE>
<CAPTION>
                                                   May 31, 2002               November 30, 2001
                                                   ------------               -----------------

<S>                                                <C>                        <C>
           Finished goods...................        $  346,187                  $   50,314
           Work in process..................           155,868                     215,313
           Purchased components.............           623,842                     528,130
                                                   -----------                  ----------
                Total.......................        $1,125,897                  $  793,757
                                                   ===========                  ==========
</TABLE>

                                       5
<PAGE>


                             SOMANETICS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  MAY 31, 2002

         Intangible Assets consist of patents and trademarks, and license
acquisition costs. Patents and trademarks are recorded at cost and are being
amortized on the straight-line method over 17 years. The carrying amount and
accumulated amortization of these patents and trademarks is as follows:
<TABLE>
<CAPTION>

                                                                     May 31, 2002    November 30, 2001
                                                                     ------------    -----------------
<S>                                                                  <C>             <C>
                  Patents and trademarks .......................         111,733          111,733
                    Less accumulated amortization ..............         (70,620)         (67,163)
                                                                       ---------        ---------
                       Total ...................................       $  41,113        $  44,570
                                                                       =========        =========
</TABLE>

License acquisition costs are related to our acquisition of worldwide,
royalty-bearing licenses to specified rights relating to the CorRestore(TM)
System, and related products and accessories. In June 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets." This statement establishes
accounting and reporting standards for goodwill and other intangible assets. We
adopted this statement in the first quarter of fiscal 2002. The effect of
adopting this statement has been to discontinue amortizing our license
acquisition costs related to our acquisition of worldwide, royalty-bearing
licenses to specified rights relating to the CorRestore System and related
products and accessories described above because we believe these licenses have
an indefinite life. The carrying amount and accumulated amortization of these
license acquisition costs is as follows:
<TABLE>
<CAPTION>

                                                                     May 31, 2002     November 30, 2001
                                                                     ------------     -----------------
<S>                                                                  <C>              <C>
                  License acquisition costs ..................       $ 1,213,370         $ 1,213,370
                    Less accumulated amortization ............          (329,070)           (329,070)
                                                                     -----------         -----------
                       Total .................................       $   884,300         $   884,300
                                                                     ===========         ===========
</TABLE>

         Amortization expense for the three months ended May 31, 2002 was
approximately $1,700, and for the three months ended May 31, 2001 was
approximately $56,600. Amortization expense for the six months ended May 31,
2002 was approximately $3,500, and for the six months ended May 31, 2001 was
approximately $113,100. Net loss for the three months ended May 31, 2001,
excluding the effect of amortizing our license acquisition costs, would have
been approximately $795,000, or $(.11) per common share. Net loss for the six
months ended May 31, 2001, excluding the effect of amortizing our license
acquisition costs, would have been approximately $1,451,000, or $(.20) per
common share. Amortization expense for each of the next five fiscal years is
expected to be approximately $6,900 per year.

         Intangible assets are reviewed periodically for impairment whenever
events or changes in circumstances indicate that the carrying value of the asset
may not be recovered.

         Loss Per Common Share - basic and diluted, is computed using the
weighted average number of common shares outstanding during each period. Common
shares issuable under stock options and warrants have not been included in the
computation of the net loss per common share - diluted, because such inclusion
would be antidilutive. As of May 31, 2002 and May 31, 2001, we had outstanding
5,070,050 and 2,685,515, respectively, of warrants and options to purchase
common shares.

                                       6
<PAGE>


                             SOMANETICS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  MAY 31, 2002

         Accounting Pronouncements As described above, effective December 1,
2001, we adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets."

         In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement is effective for
fiscal years beginning after December 15, 2001, and replaces Statement No. 121
and provisions of APB Opinion No. 30 for the disposal of segments of a business.
The statement creates one accounting model, based on the framework established
in Statement No. 121, to be applied to all long-lived assets including
discontinued operations. This statement is effective for our financial
statements for the fiscal year ending November 30, 2003. We have not yet
determined the impact of this statement on our financial statements.

         Reclassifications - Certain reclassifications have been made to the
financial statements for 2001 to conform to the 2002 presentation.

4.       ACCRUED LIABILITIES

         Accrued liabilities consist of the following:
<TABLE>
<CAPTION>

                                                            May 31, 2002     November 30, 2001
                                                            ------------     -----------------

<S>                                                         <C>              <C>
         Accrued sales commissions ..................          $ 53,064          $ 60,109
         Accrued insurance ..........................            36,109            24,570
         Accrued incentive ..........................            34,988              --
         Accrued royalty ............................             4,505              --
         Accrued warranty ...........................             5,300             7,750
                                                               --------          --------
            Total ...................................          $133,966          $ 92,429
                                                               ========          ========
</TABLE>

5.       COMMITMENTS AND CONTINGENCIES

         We may become subject to products liability claims by patients or
physicians, and may become a defendant in products liability or malpractice
litigation. We have obtained products liability insurance and an umbrella
policy. We might not be able to maintain such insurance or such insurance might
not be sufficient to protect us against products liability.

6.       COMMON STOCK

         On January 16, 2002, we completed a public offering of 1,000,000
newly-issued common shares at a price of $4.25 per share, for gross proceeds of
$4,250,000. Our net proceeds, after deducting the placement agent's commission
and the expenses of the offering, were approximately $3,680,000. Brean Murray &
Co., Inc. was our exclusive placement agent for the offering and received for
its services (1) $340,000 as a placement agent fee, and (2) warrants to purchase
100,000 common shares at $5.10 per share exercisable during the four-year period
beginning January 11, 2003. A. Brean Murray, one of our directors, and his wife
control Brean Murray & Co., Inc. As a result of this offering, Kingsbridge
Capital Limited's warrant has been adjusted, and Kingsbridge is now entitled to
purchase 205,097 common shares at a purchase price of $4.25 per share.

         In February 2002, one of our former employees exercised stock options
to purchase 2,833 newly-issued common shares.

                                       7
<PAGE>


                             SOMANETICS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  MAY 31, 2002

         On April 17, 2002, our shareholders approved an amendment to the
Somanetics Corporation 1997 Stock Option Plan to increase the number of common
shares reserved for issuance pursuant to the exercise of options granted under
the 1997 Plan by 450,000 shares, from 1,660,000 to 2,110,000 shares.

         Effective May 10, 2002, we granted 10-year options under the 1997 Stock
Option Plan to purchase 388,500 common shares, to 17 of our key employees
(including officers) at an exercise price of $2.95 per share (the closing sale
price of the common shares as of the date of grant). In addition, effective May
10, 2002, we granted to six of our directors, who are not officers or employees,
10-year options under the 1997 Stock Option Plan to purchase an aggregate of
21,000 common shares at an exercise price of $2.95 per share (the closing sale
price of the common shares as of the date of grant).

7.       SEGMENT INFORMATION

         We operate our business in one reportable segment, the development,
manufacture and marketing of medical devices. Each of our two product lines have
similar characteristics, customers, distribution and marketing strategies, and
are subject to similar regulatory requirements. In addition, in making operating
and strategic decisions, our management evaluates net revenues based on the
worldwide net revenues of each major product line, and profitability on an
enterprise-wide basis due to shared costs. Approximately 97% of our net revenues
in the first six months of fiscal 2002 were derived from our INVOS Cerebral
Oximeter product line, compared to 100% of our net revenues in the first six
months of fiscal 2001.


                                       8
<PAGE>


                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002

         Some of the statements in this report are forward-looking statements.
These forward-looking statements include statements relating to our performance
in this Management's Discussion and Analysis of Financial Condition and Results
of Operations. In addition, we may make forward-looking statements in future
filings with the Securities and Exchange Commission and in written material,
press releases and oral statements issued by us or on our behalf.
Forward-looking statements include statements regarding the intent, belief or
current expectations of us or our officers, including statements preceded by,
followed by or including forward-looking terminology such as "may," "will,"
"should," "believe," "expect," "anticipate," "estimate," "continue," "predict"
or similar expressions, with respect to various matters.

         It is important to note that our actual results could differ materially
from those anticipated from the forward-looking statements depending on various
important factors. These important factors include our history of losses and
ability to continue as a going concern, our current dependence on the Cerebral
Oximeter and SomaSensor, the challenges associated with developing new products,
the uncertainty of acceptance of our products by the medical community, the
lengthy sales cycle for our products, competition in our markets, our dependence
on our distributors, and the other factors discussed under the caption "Risk
Factors" and elsewhere in our Registration Statement on Form S-1 (file no.
333-74788) effective January 11, 2002 and elsewhere in this report.

         All forward-looking statements in this report are based on information
available to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition, please note that matters set forth under the
caption "Risk Factors" in our registration statement constitute cautionary
statements identifying important factors with respect to the forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to differ materially from those in such forward-looking statements.

RESULTS OF OPERATIONS

OVERVIEW

         We develop, manufacture and market the INVOS Cerebral Oximeter, the
only non-invasive patient monitoring system commercially available in the United
States that continuously measures changes in the blood oxygen level in the
brain. We are also developing and marketing the CorRestore System for use in
cardiac repair and reconstruction, including heart surgeries called surgical
ventricular restoration, or SVR. In November 2001 we received clearance from the
FDA to market the CorRestore patch in the United States.

         During fiscal 2001 and the first quarter of fiscal 2002, our primary
activities consisted of sales and marketing of the Cerebral Oximeter and related
disposable SomaSensor, and developing the CorRestore System. During the second
quarter of fiscal 2002, our primary activities consisted of sales and marketing
of the Cerebral Oximeter, the disposable SomaSensor, and the CorRestore System.
We had an accumulated deficit of $53,198,418 through May 31, 2002.

                                       9
<PAGE>


                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002

         We derive our revenues from sales of Cerebral Oximeters, SomaSensors,
and CorRestore Systems to our distributors and to hospitals in the United States
through our direct sales employees and independent sales representatives.
Payment terms are generally net 30 days for United States sales and net 60 days
or longer for international sales. Our primary expenses, excluding the cost of
our products, are selling, general and administrative and research, development
and engineering.

THREE MONTHS ENDED MAY 31, 2002 COMPARED TO THREE MONTHS ENDED MAY 31, 2001

         Our net revenues increased approximately $398,000, or 32%, from
$1,261,513 in the three-month period ended May 31, 2001 to $1,659,606 in the
three-month period ended May 31, 2002. The increase in net revenues is primarily
attributable to:

         -   an increase in international sales of approximately $288,000, from
             approximately $75,000 in the second quarter of fiscal 2001 to
             approximately $363,000 in the second quarter of fiscal 2002. This
             increase is primarily due to increased purchases by Baxter Limited
             in Japan and Tyco Healthcare, and
         -   an increase in United States sales of approximately $110,000, from
             approximately $1,186,000 in the second quarter of fiscal 2001 to
             approximately $1,296,000 in the second quarter of fiscal 2002. This
             increase is primarily due to a 54% increase in sales of the
             disposable SomaSensor and approximately $45,000 in CorRestore
             System revenues in the second quarter of fiscal 2002. The increase
             in United States sales was partially offset by a 66% decrease in
             sales of the Cerebral Oximeter, primarily due to approximately
             $180,000 in stocking orders to independent representatives in the
             second quarter of fiscal 2001. Based on CorRestore System revenues
             to date, we believe that CorRestore System revenues for fiscal 2002
             will be significantly less than previously expected.

A 14% increase in the average selling price of SomaSensors in the United States,
primarily due to the 25% increase in the suggested retail price of the
SomaSensor in the United States effective September 1, 2001, was substantially
offset by increased SomaSensor sales to international distributors, which have
lower average selling prices.

         Sales of our products as a percentage of net revenues were as follows:
<TABLE>
<CAPTION>

                                                                PERCENT OF NET REVENUE
                                                               SECOND QUARTER OF FISCAL
              PRODUCT                                           2002               2001
              -------                                         --------           --------
<S>                                                           <C>                <C>
              SomaSensors........................                76%                59%
              Model 4100 Cerebral Oximeters......                13%                14%
              Model 5100 Cerebral Oximeters......                 8%                27%
              CorRestore Systems.................                 3%                 0%
                                                              --------           --------
                  Total..........................               100%               100%
                                                              ========           ========
</TABLE>

              Approximately 22% of our net revenues in the second quarter of
fiscal 2002 were export sales, compared to approximately 6% of our net revenues
in the second quarter of fiscal 2001. One international distributor accounted
for approximately 12% of net revenues for the three months ended May 31, 2002.

                                       10
<PAGE>


                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002


         Gross margin as a percentage of net revenues was approximately 67% for
the quarter ended May 31, 2002 and approximately 67% for the quarter ended May
31, 2001. Although we experienced a 54% increase in sales of the disposable
SomaSensor in the United States during the second quarter of fiscal 2002, and
this latest model SomaSensor is less costly to manufacture and has a higher U.S.
selling price than the model which was sold in the second quarter of fiscal
2001, gross margin as a percentage of net revenues remained constant primarily
due to a change in the sales mix between sales to international distributors,
which have lower average selling prices, and sales in the United States.

         Our research, development and engineering expenses decreased
approximately $91,000, or 47%, from $194,816 for the three months ended May 31,
2001 to $103,839 for the three months ended May 31, 2002. The decrease is
primarily attributable to approximately $94,000 in decreased costs associated
with the development of the CorRestore System.

         Selling, general and administrative expenses decreased approximately
$82,000, or 5%, from $1,505,019 for the three months ended May 31, 2001 to
$1,422,685 for the three months ended May 31, 2002. The decrease in selling,
general and administrative expense is primarily attributable to

         -   a $200,000 termination fee paid in fiscal 2001 related to the
             Kingsbridge Capital Limited Private Equity Line,
         -   a $55,000 decrease in intangible amortization expense related to
             license acquisition costs as a result of our adoption of Statement
             of Financial Accounting Standards No. 142, "Goodwill and Other
             Intangible Assets." Upon adopting this statement, we have
             discontinued amortizing our license acquisition costs related to
             our acquisition of worldwide, royalty-bearing licenses to specified
             rights relating to the CorRestore System and related products and
             accessories because we believe these licenses have an indefinite
             life, and
         -   a $33,000 decrease in salaries, wages, commissions and related
             expenses, primarily as a result of a reduction in the number of
             employees, principally sales and marketing (from an average of 33
             employees for the second quarter of fiscal 2001 to an average of 28
             employees for the second quarter of fiscal 2002).

These decreases were partially offset by

         -   a $92,000 increase in commissions paid to our independent sales
             representatives,
         -   $63,000 in customer education expenses for the CorRestore System,
             and
         -   a $39,000 increase in professional services, primarily due to the
             timing of our annual meeting of shareholders.

         For the three-month period ended May 31, 2002, we realized a 54%
decrease in our net loss over the same period in fiscal 2001. The decrease is
primarily attributable to

         -   a 32% increase in net revenues, and
         -   a 10% decrease in operating expenses.

We currently expect our fiscal 2002 net loss will be approximately $1,000,000 to
$1,250,000.

                                       11
<PAGE>



                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002

SIX MONTHS ENDED MAY 31, 2002 COMPARED TO SIX MONTHS ENDED MAY 31, 2001

         Our net revenues increased approximately $552,000, or 20%, from
$2,699,006 in the six-month period ended May 31, 2001 to $3,251,426 in the
six-month period ended May 31, 2002. The increase in net revenues is primarily
attributable to

         -   An increase in United States sales of approximately $532,000, from
             approximately $1,981,000 in the first two quarters of fiscal 2001
             to approximately $2,513,000 in the first two quarters of fiscal
             2002. This increase is primarily attributable to a 57% increase in
             sales of the disposable SomaSensor and approximately $96,000 in
             CorRestore System revenue, partially offset by a 44% decrease in
             sales of the Cerebral Oximeter primarily as a result of
             approximately $180,000 in stocking orders to independent
             representatives in fiscal 2001,
         -   a 12% increase in the average selling price of SomaSensors
             primarily due to the 25% increase in the suggested retail price of
             the SomaSensor in the United States effective September 1, 2001,
             and
         -   an increase in international sales of approximately $21,000, from
             approximately $717,000 in the first two quarters of fiscal 2001 to
             approximately $738,000 in the first two quarters of fiscal 2002.

         Sales of our products as a percentage of net revenues were as follows:
<TABLE>
<CAPTION>
                                                                 PERCENT OF NET REVENUE
                                                              FIRST TWO QUARTERS OF FISCAL
              PRODUCT                                           2002                2001
              -------                                         --------            --------

<S>                                                           <C>                 <C>
              SomaSensors........................                71%                 55%
              Model 4100 Cerebral Oximeters......                14%                 30%
              Model 5100 Cerebral Oximeters......                12%                 15%
              CorRestore Systems.................                 3%                  0%
                                                              --------            --------
                  Total..........................               100%                100%
                                                              ========            ========
</TABLE>


         Approximately 23% of our net revenues in the first two quarters of
fiscal 2002 were export sales, compared to approximately 27% of our net revenues
in the first two quarters of fiscal 2001. One international distributor
accounted for approximately 12% of net revenues for the six months ended May 31,
2002, and one international distributor accounted for approximately 13% of net
revenues for the six months ended May 31, 2001.

         Gross margin as a percentage of net revenues was approximately 68% for
the six months ended May 31, 2002 and approximately 62% for the six months ended
May 31, 2001. The increase in gross margin as a percentage of net revenues is
primarily attributable to the increase in the average selling price of
SomaSensors described above, and increased sales of our latest model SomaSensor,
which is less costly to manufacture.

         Our research, development and engineering expenses decreased
approximately $119,000, or 30%, from $402,104 for the six months ended May 31,
2001 to $283,442 for the six months ended May 31, 2002. The decrease is
primarily attributable to approximately $95,000 in decreased costs associated
with the development of the CorRestore System, and a $35,000 decrease in
engineering salaries as a result of one less engineer.

                                       12
<PAGE>
                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002

         Selling, general and administrative expenses decreased approximately
$151,000, or 5%, from $2,851,677 for the six months ended May 31, 2001 to
$2,701,007 for the six months ended May 31, 2002. The decrease in selling,
general and administrative expense is primarily attributable to

         -   a $200,000 termination fee paid in fiscal 2001 related to the
             Kingsbridge Capital Limited Private Equity Line,
         -   a $178,000 decrease in salaries, wages, commissions and related
             expenses, primarily as a result of a reduction in the number of
             employees, principally sales and marketing (from an average of 34
             employees for the six months ended May 31, 2001 to an average of 28
             employees for the six months ended May 31, 2002),
         -   a $110,000 decrease in intangible amortization expense as a result
             of discontinued amortization of license acquisition costs, as
             described above, and
         -   $45,000 paid in fiscal 2001 in connection with the Loan and
             Security Agreement with Crestmark Bank.

These decreases were partially offset by

         -   a $205,000 increase in commissions paid to our independent sales
             representatives,
         -   an $84,000 increase in auditing and tax service fees, primarily due
             to the timing of these expenses,
         -   $68,000 in customer education expenses for the CorRestore System,
             and
         -   a $38,000 increase in insurance expense, primarily due to increased
             products liability insurance coverage since we began marketing the
             CorRestore System.

         For the six-month period ended May 31, 2002, we realized a 52% decrease
in our net loss over the same period in fiscal 2001. The decrease is primarily
attributable to

         -   a 20% increase in net revenues,
         -   a 6% increase in gross margin percentage, and
         -   an 8% decrease in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations during the six-month period ended May 31,
2002 was approximately $648,000. Cash was used primarily to

         -   fund our net loss, primarily selling, general and administrative
             expenses and research, development and engineering expenses,
             totaling approximately $635,000, before depreciation and
             amortization expense, and
         -   increase inventories by approximately $332,000, primarily due to
             purchases of CorRestore System inventory.

These uses of cash were partially offset by

         -   a decrease in accounts receivable of approximately $295,000,
             primarily due to lower second quarter 2002 sales than fourth
             quarter 2001 sales, and
         -   an increase in accrued liabilities of approximately $41,000,
             primarily due to accrued incentive compensation.

                                       13
<PAGE>



                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002

         We expect our working capital requirements to increase if sales
increase.

         Capital expenditures in the first six months of fiscal 2002 were
approximately $168,000. These expenditures were

         -   approximately $62,000 for a display booth and exhibit to be used at
             industry trade shows,
         -   approximately $52,000 for model 4100 and model 5100 Cerebral
             Oximeters being used as demonstration units,
         -   approximately $35,000 in tooling costs associated with the
             CorRestore System, and
         -   approximately $19,000 in computer equipment.

         On January 16, 2002, we completed the public offering of 1,000,000
newly-issued common shares at a price of $4.25 per share, for gross proceeds of
$4,250,000. Our net proceeds, after deducting the placement agent's commission
and the expenses of the offering, were approximately $3,680,000. Brean Murray &
Co., Inc. was our exclusive placement agent for the offering and received for
its services (1) $340,000 as a placement agent fee, and (2) warrants to purchase
100,000 common shares at $5.10 per share exercisable during the four-year period
beginning January 11, 2003. A. Brean Murray, one of our directors, and his wife
control Brean Murray & Co., Inc.

         We have a Loan and Security Agreement with Crestmark Bank for a working
capital line of credit for up to $750,000, collateralized by all of our assets.
Under the agreement, Crestmark Bank may, but is not obligated to, lend us
amounts we request from time to time, up to $750,000, if no default exists. The
loans are limited by a borrowing base based on qualifying accounts receivable
and lender reserves. The loan is payable on demand, and our collections of our
receivables are directed to Crestmark Bank in payment of any outstanding balance
of the loan. The principal amount outstanding bears interest, payable monthly,
at the prime rate (4.75% as July 2, 2002) plus 2% plus a 2.4% service fee. As of
July 2, 2002, we had no outstanding principal loan balance and $657,432 was
available for borrowing, at Crestmark's discretion, under the facility.

         As of May 31, 2002, we had working capital of $4,625,563, cash and cash
equivalents of $3,041,229, total current liabilities of $606,708 and
shareholder's equity of $5,960,990.

         We believe that the cash and cash equivalents on hand at May 31, 2002,
together with the estimated net borrowings available under the Crestmark Bank
Loan and Security Agreement, will be adequate to satisfy our operating and
capital requirements for more than the next twelve months.

         The estimated length of time current cash, cash equivalents and
available borrowings will sustain our operations is based on estimates and
assumptions we have made. These estimates and assumptions are subject to change
as a result of actual experience. Actual capital requirements necessary to
market the Cerebral Oximeter and SomaSensor, to develop and market the
CorRestore System, to undertake other product development activities, and for
working capital might be substantially greater than current estimates.

                                       14
<PAGE>


                             SOMANETICS CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                                  MAY 31, 2002

CRITICAL ACCOUNTING POLICIES

         We believe our most significant accounting policies relate to the
recording of an intangible asset for license acquisition costs related to our
acquisition of worldwide, royalty-bearing licenses to specified rights relating
to the CorRestore System and related products and accessories, and our
accounting treatment of stock options issued to employees.

         We have recorded an intangible asset related to our acquisition of
worldwide, royalty-bearing licenses to specified rights relating to the
CorRestore System and related products and accessories. License acquisition
costs include our estimate of the fair value of ten-year vested stock options to
purchase common shares granted to one of our directors in connection with
negotiating and assisting us in completing the transaction, and our estimate of
the fair value of the vested portion of five-year warrants to purchase common
shares issued in the transaction.

         We estimated the value of the stock options to purchase common shares
and the warrants to purchase common shares using the Black-Scholes valuation
model. The Black-Scholes valuation model requires the following assumptions:
expected life period of the security, expected volatility of our stock price
during the period, risk-free interest rate, and dividend yield. Given the
assumptions inherent in the Black-Scholes valuation model, it is possible to
calculate a different value for our intangible asset by changing one or more of
the valuation model variables or by using a different valuation model. However,
we believe that the model is appropriate, that the judgements and assumptions
that we have made at the time of valuation were also appropriate, and that the
reported results would not be materially different had one or more of the
variables been different or had a different valuation model been used.

         In addition, effective December 1, 2001, we adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
The effect of adopting this Statement has been to discontinue amortizing our
license acquisition costs related to our acquisition of worldwide,
royalty-bearing licenses to specified rights relating to the CorRestore System
and related products and accessories described above because we believe these
licenses have an indefinite life. For the first two quarters of fiscal 2001, we
incurred amortization expense of approximately $110,000 associated with these
license acquisition costs. Our net loss for the six months ended May 31, 2001,
excluding the effect of amortizing our license acquisition costs, would have
been approximately $1,451,000, or $(.20) per common share.

         In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," was issued by the Financial
Accounting Standards Board. We have chosen to continue to account for
stock-based compensation of employees using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations. Accordingly, compensation
costs for stock options granted to employees are measured as the excess, if any,
of the market price of our stock at the date of the grant over the amount an
employee must pay to acquire the stock. No compensation expense has been charged
against income for stock option grants to employees because our stock option
grants are priced at the market value as of the date of grant. During the first
two quarters of fiscal 2002, we granted 388,500 stock options to our employees.
Had we recognized compensation expense for these stock options, based on the
fair value of the options on the grant date using the Black-Scholes valuation
model, our net loss for the six months ended May 31, 2002, on a pro forma basis,
would have increased by approximately $774,000, or $.09 per common share. Had we
recognized compensation expense for our stock options granted to employees in
fiscal 2001, based on the fair value of the options on the grant date using the
Black-Scholes valuation model, our net loss on a pro forma basis would have
increased by approximately $752,000, or $.10 per common share.


                                       15
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not applicable.

                                       16
<PAGE>


PART II OTHER INFORMATION

Item 4.           Submission of Matters to a Vote of Security Holders

         Our Annual Meeting of Shareholders was held on April 17, 2002. At the
Annual Meeting, Daniel S. Follis, Dr. James I. Ausman and Joe B. Wolfe were
elected as directors and the terms of office of Bruce J. Barrett, A. Brean
Murray, H. Raymond Wallace and Robert R. Henry as directors continued after the
meeting. 8,096,359 votes were cast for Mr. Follis' election and 73,445 votes
were withheld from Mr. Follis' election, 8,112,959 votes were cast for Dr.
Ausman's election and 56,845 votes were withheld from Dr. Ausman's election, and
8,092,334 votes were cast for Mr. Wolfe's election and 77,470 votes were
withheld from Mr. Wolfe's election. There were no abstentions or broker
non-votes in connection with the election of the directors at the Annual
Meeting.

         In addition, at the Annual Meeting of Shareholders, the shareholders
approved an amendment to the Somanetics Corporation 1997 Stock Option Plan to
increase the number of common shares reserved for issuance pursuant to the
exercise of options granted under the 1997 Plan by 450,000 shares, from
1,660,000 to 2,110,000 shares. 7,498,863 votes were cast in favor of this
proposal, 650,802 votes were cast against this proposal, and 20,139 votes
abstained on this proposal. There were no broker non-votes in connection with
the amendment to the 1997 Stock Option plan at the Annual Meeting.

         In addition, at the Annual Meeting of Shareholders, the shareholders
approved the issuance and sale on April 9, 2001 of 100,000 common shares at
$1.75 a share to Robert R. Henry, one of our directors, and 32,285 common shares
at $1.75 a share to the Brean Murray & Co., Inc. Profit Sharing Plan, an entity
affiliated with A. Brean Murray, one of our directors, all pursuant to Nasdaq
Rule 4350(i)(1)(A). 2,333,046 votes were cast in favor of this proposal, 449,231
votes were cast against this proposal, and 39,608 votes abstained on this
proposal. There were 5,347,919 broker non-votes in connection with this proposal
at the Annual Meeting.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

                  None.

         (b)  Reports on Form 8-K

                  No reports on Form 8-K were filed by us during the quarter for
                  which this report is filed.


                                       17
<PAGE>


                                   SIGNATURES

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

                                        Somanetics Corporation
                                        --------------------------
                                        (Registrant)




Date:    July 10, 2002                  By:/s/ William M. Iacona
         -------------                  --------------------------------------
                                        William M. Iacona
                                        Vice President, Finance, Controller, and
                                        Treasurer (Duly Authorized and Principal
                                        Financial Officer)

                                       18