##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 o
    
    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 000  51481
 ELECTRO-OPTICAL SCIENCES, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    13-3986004(I.R.S. Employer
Identification No.)
 3 West Main Street, Suite 201
Irvington, New York(Address of Principal Executive offices)
    
    10533(Zip
Code)
 Registrants Telephone Number, including area code:
(914) 591-3783
  þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  o þ




---



##### 



Electro-Optical Sciences, Inc.
Table of Contents
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007
    
    
    2Condensed Statements of Operations (unaudited) for the three and nine month
periods ended September 30, 2008 and 2007
    
    
    3Condensed Statements of Cash Flows (unaudited) for the nine month periods ended
September 30, 2008 and 2007
    
    
    4Notes to Condensed Financial Statements (unaudited)
    
    
    5ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    16ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24ITEM 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    25ITEM 1A. Risk Factors
    
    
    25ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33ITEM 3. Defaults Upon Senior Securities
    
    
    33ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    33ITEM 5. Other Information
    
    
    33ITEM 6. Exhibits
    
    
    34SIGNATURES
    
    
    37EXHIBIT INDEX
    
    
    38EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
  1




---



##### Table of Contents



ELECTRO-OPTICAL SCIENCES, INC.
CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)
    
    
    *ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    18,775,788
    
    
    $
    19,196,589Marketable securities
    
    
    795,276
    
    
    
    1,719,905Prepaid expenses and other current assets
    
    
    148,482
    
    
    
    411,554Total Current Assets
    
    
    19,719,546
    
    
    
    21,328,048Property and equipment, net
    
    
    706,492
    
    
    
    616,110Patents and trademarks, net
    
    
    100,664
    
    
    
    118,138Other assets
    
    
    45,876
    
    
    
    45,876Total Assets
    
    $
    20,572,578
    
    
    $
    22,108,172LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    1,021,062
    
    
    $
    567,987Accrued expenses (includes related parties of
$17,500 as of September 30, 2008 and $10,000 as
of December 31, 2007)
    
    
    906,922
    
    
    
    674,711Deferred income
    
    
    2,085
    
    
    
    74,946Other current liabilities
    
    
    27,446
    
    
    
    18,804Total Current Liabilities
    
    
    1,957,515
    
    
    
    1,336,448COMMITMENTS AND CONTINGENCIES (Note 9)Stockholders EquityPreferred stock  $.10 par value; authorized
10,000,000 shares; none issued and outstanding
at September 30, 2008 and at December 31, 2007Common stock  $.001 par value; authorized
30,000,000 shares; issued and outstanding
17,551,745 shares at September 30, 2008 and
15,401,882 at December 31, 2007
    
    
    17,552
    
    
    
    15,402Additional paid-in capital
    
    
    75,189,654
    
    
    
    63,930,689Accumulated comprehensive loss
    
    
    (1,899
    )
    
    
    (12,136
    )Accumulated deficit
    
    
    (56,590,244
    )
    
    
    (43,162,231
    )Stockholders Equity
    
    
    18,615,063
    
    
    
    20,771,724Total Liabilities and Stockholders Equity
    
    $
    20,572,578
    
    
    $
    22,108,172
 
 *
    
    Derived from the audited balance sheet as of December 31, 2007  2




---



##### Table of Contents



ELECTRO-OPTICAL SCIENCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Operating expenses:Research and development
    
    $
    3,325,122
    
    
    $
    1,810,866
    
    
    $
    9,994,205
    
    
    $
    5,649,925General and administrative
    
    
    1,043,111
    
    
    
    1,217,993
    
    
    
    3,957,585
    
    
    
    3,968,355Operating loss
    
    
    (4,368,233
    )
    
    
    (3,028,859
    )
    
    
    (13,951,790
    )
    
    
    (9,618,280
    )Interest income
    
    
    105,569
    
    
    
    279,523
    
    
    
    380,167
    
    
    
    778,732Royalty income
    
    
    5,000
    
    
    
    
    
    
    
    5,000Other income
    
    
    57,752
    
    
    
    40,335
    
    
    
    138,610
    
    
    
    40,335Net loss
    
    
    (4,199,912
    )
    
    $
    (2,709,001
    )
    
    
    (13,428,013
    )
    
    $
    (8,799,213
    )Basic and diluted net loss
per common share
    
    $
    (0.25
    )
    
    $
    (0.18
    )
    
    $
    (0.85
    )
    
    $
    (0.64
    )Basic and diluted weighted
average number of common
shares outstanding
    
    
    16,678,852
    
    
    
    14,684,427
    
    
    
    15,832,391
    
    
    
    13,822,333
  3




---



##### Table of Contents



ELECTRO-OPTICAL SCIENCES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 Nine Months Ended September 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (13,428,013
    )
    
    $
    (8,799,213
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    225,825
    
    
    
    163,198Noncash compensation
    
    
    248,140
    
    
    
    489,923Amortization of unearned interest income  discontinued operations
    
    
    
    
    
    
    (12,320
    )Amortization of discount on marketable securities
    
    
    519
    
    
    
    (56
    )Changes in operating assets and liabilities:Increase in other assets
    
    
    
    
    
    
    (5,518
    )Decrease in prepaid expenses and other current assets
    
    
    263,072
    
    
    
    43,274Decrease in deferred income
    
    
    (72,861
    )Increase (decrease) in accounts payable and accrued expenses
    
    
    685,286
    
    
    
    (219,236
    )Increase (decrease) in other current liabilities
    
    
    8,642
    
    
    
    (3,784
    )Net cash used in operating activities
    
    
    (12,069,390
    )
    
    
    (8,343,732
    )Cash flows from investing activities:Patent costs
    
    
    
    
    
    
    (39,321
    )Purchases of property and equipment
    
    
    (298,733
    )
    
    
    (220,500
    )Proceeds from sale of discontinued operations
    
    
    
    
    
    
    500,000Sale (purchase) of marketable securities
    
    
    934,347
    
    
    
    (399,500
    )Net provided by (cash used) in investing activities
    
    
    635,614
    
    
    
    (159,321
    )Cash flows from financing activities:Proceeds from sale of stock  financing
    
    
    11,909,057
    
    
    
    11,501,023Expenses related to sale of stock  financing
    
    
    (941,438
    )
    
    
    (779,866
    )Proceeds from exercise of stock options
    
    
    34,770
    
    
    
    114,527Proceeds from exercise of stock warrants
    
    
    10,586Net cash provided by financing activities
    
    
    11,012,975
    
    
    
    10,835,684Net increase (decrease) in cash and cash equivalents
    
    
    (420,801
    )
    
    
    2,332,631Cash and cash equivalents at beginning of period
    
    
    19,196,589
    
    
    
    20,939,527Cash and cash equivalents at end of period
    
    $
    18,775,788
    
    
    $
    23,272,158
  4




---



##### Table of Contents



ELECTRO-OPTICAL SCIENCES, INC.
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)
(unaudited)
 1. ORGANIZATION AND BASIS OF PRESENTATION
 ® ® ® ® ®
 ® ® ® ® ® ®
 ®
 ®
  5




---



##### Table of Contents



2. MARKETABLE SECURITIES
  September 30, 2008UnrealizedFair Value
    
    
    Gain (Loss)Corporate debt securities
    
    $
    795
    
    
    $
    2
  3. COMPREHENSIVE LOSS
  4. USE OF ESTIMATES
  6




---



##### Table of Contents



5. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
    6. RECENT ACCOUNTING DEVELOPMENTS
    7




---



##### Table of Contents



7. NET LOSS PER COMMON SHARE
  September 30,2008
    
    
    2007Common stock options
    
    
    1,949,616
    
    
    
    1,776,418Warrants
    
    
    1,124,544
    
    
    
    1,126,886Total
    
    
    3,074,160
    
    
    
    2,903,304
 8. STOCK-BASED COMPENSATION
    8




---



##### Table of Contents



For the Nine Months
    
    For the Nine MonthsEnded September 30, 2008
    
    Ended September 30, 2007Expected life
    
    5 years
    
    
    5 yearsExpected volatility
    
    
    60
    %
    
    
    60
    %Risk-free interest rate
    
    
    2.95-3.72
    %
    
    
    4.51-5.02
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    WeightedWeighted
    
    AverageAverage
    
    RemainingExercise
    
    Contractual
    
    AggregateNumber of
    
    Price per
    
    Term in
    
    IntrinsicShares
    
    Share
    
    Years
    
    ValueOutstanding at December 31, 2007
    
    
    1,812,084
    
    
    $
    2.96
    
    
    
    3.5
    
    
    
    Granted
    
    
    220,039
    
    
    $
    3.00
    
    
    
    2.7
    
    
    
    Exercised
    
    
    (59,070
    )
    
    
    0.59
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (23,437
    )
    
    $
    2.54
    
    
    
    
    
    
    
    Outstanding at September 30, 2008
    
    
    1,949,616
    
    
    $
    3.04
    
    
    
    2.1
    
    
    $
    5,158Vested and exercisable at September 30, 2008
    
    
    633,056
    
    
    $
    3.91
    
    
    
    2.3
    
    
    $
    1,200
 Options OutstandingWeighted-
    
    
    
    Options ExercisableAverage
    
    Weighted
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$.01-$.46
    
    
    955,036
    
    
    1.1 years
    
    $
    .46
    
    
    
    151,753
    
    
    $
    .46$.47-$1.00
    
    
    105,578
    
    
    3.2 years
    
    $
    1.00
    
    
    
    105,578
    
    
    $
    1.00$1.01-$7.75
    
    
    889,002
    
    
    3.1 years
    
    $
    6.05
    
    
    
    375,725
    
    
    $
    6.12$.01-$7.75
    
    
    1,949,616
    
    
    2.1 years
    
    $
    3.04
    
    
    
    633,056
    
    
    $
    3.91
 9




---



##### Table of Contents



9. COMMITMENTS AND CONTINGENCIES
  2008
    
    2009
    
    2010
    
    2011$81
    
    $
    256
    
    
    $
    186
    
    
    $
    16
  ®
 10




---



##### Table of Contents



® ®
   10. STOCKHOLDERS EQUITY
     11




---



##### Table of Contents



®
 11. WARRANTS
       12. RELATED PARTY CONSULTING AGREEMENTS
  Consulting Agreement with Breaux Castleman
 ®
 Consulting Agreement with Marek Elbaum, Ph.D.
  12




---



##### Table of Contents



Consulting Agreement with Robert Friedman, M.D.
 ®
  Consulting Agreement with Gerald Wagner, Ph.D.
 ®
   13. SALE AND LICENSING OF DISCONTINUED OPERATIONS
 ® ® ® ® ®
 13




---



##### Table of Contents



14. SUBSEQUENT EVENTS
 ®
  ®
  WeightedWeighted
    
    AverageAverage
    
    RemainingExercise
    
    Contractual
    
    AggregateNumber of
    
    Price per
    
    Term in
    
    IntrinsicShares
    
    Share
    
    Years
    
    ValueOutstanding at December 31, 2007
    
    
    1,812,084
    
    
    $
    2.96
    
    
    
    3.5
    
    
    
    Granted
    
    
    1,120,039
    
    
    $
    3.60
    
    
    
    8.6
    
    
    
    Exercised
    
    
    (59,070
    )
    
    $
    0.59
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (766,720
    )
    
    $
    0.52
    
    
    
    
    
    
    
    Outstanding at October 10, 2008
    
    
    2,106,333
    
    
    $
    4.25
    
    
    
    5.8
    
    
    $
    987Vested and exercisable at October 10, 2008
    
    
    813,056
    
    
    $
    3.87
    
    
    
    4.0
    
    
    $
    790
 OptionsOutstandingWeighted-
    
    
    
    
    
    Options ExercisableAverage
    
    Weighted
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$.01-$.46
    
    
    211,753
    
    
    0.8 years
    
    $
    .46
    
    
    
    151,753
    
    
    $
    .46$.47-$1.00
    
    
    105,578
    
    
    3.2 years
    
    $
    1.00
    
    
    
    105,578
    
    
    $
    1.00$1.01-$7.75
    
    
    1,789,002
    
    
    6.5 years
    
    $
    4.89
    
    
    
    555,725
    
    
    $
    5.35$.01-$7.75
    
    
    2,106,333
    
    
    5.8 years
    
    $
    4.25
    
    
    
813,056
    
    
    $
    3.87
 14




---



##### Table of Contents



15




---



##### Table of Contents



ITEM 2
 ELECTRO-OPTICAL SCIENCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Overview
 ® ® ® ® ® ®
  ®
 16




---



##### Table of Contents



®
 Liquidity and Capital Resources
        ®
  17




---



##### Table of Contents



Cash Flows from Operating Activities
  Cash Flows from Investing Activities
 ®
 Cash Flows from Financing Activities
  Operating Capital and Capital Expenditure Requirements
 ® ® ® ®
  ®
 
    
    The schedule, costs, and results of our clinical trials;
    
    The success of our research and development efforts;
    
    The costs and timing of regulatory approval;
    
    Reimbursement amounts for the use of MelaFind® that we are
able to obtain from Medicare and third party payers, or the amount of
direct payments we are able to obtain from patients and/or physicians
utilizing MelaFind®;
    
    The cost of commercialization activities, including product marketing
and building a domestic direct sales force;
 18




---



##### Table of Contents




    
    The emergence of competing or complementary technological developments;
    
    The costs of filing, prosecuting, defending and enforcing any patent
claims and other rights, including litigation costs and the results of
such litigation;
    
    The costs involved in defending any patent infringement actions
brought against us by third parties; and
    
    Our ability to establish and maintain any collaborative, licensing or
other arrangements, and the terms and timing of any such arrangements.
 Contractual
Obligations (in thousands)
  Less than
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    1 year
    
    1-3 years
    
    4-5 years
    
    5 yearsOperating leases
    
    $
    539
    
    
    $
    291
    
    
    $
    248
    
    
    $
    
    
    
    $
    
  Results of Operations (in thousands)
 ® ® ®
 Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007
 Research and Development Expense
  
    
    product development  greater use was made of design consultants and subcontractors in
2008 than had been the case in 2007.
    
    clinical studies costs  in 2008 the number of study sites was increased over the number in
2007 when the pivotal clinical trial was just commencing. Additionally, activity in the
collection and confirmation of data was intensified both through use of consultants and the
hiring of additional in-house clinical personnel.
    
    quality and regulatory as we moved closer to PMA submission, we made extensive use of
consultants to assist in this process and added in-house personnel to address the requirements
of the FDA quality system regulation.
    
    development activities we focused on processes and equipment to increase manufacturing
capacity as we move toward MelaFind® commercialization and product launch.
Extensive work was done on developing processes and training of personnel to increase the
manufacturing through-put capability of MelaFind® manufacturing. In addition, material purchases were made in preparation
for the planned increased output.
 19




---



##### Table of Contents



General and Administrative Expense
 ® ®
  Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007
 Research and Development Expense
  ® ® ®
 General and Administrative Expense
 ®
 Interest Income/Expense
  Other Income
  20




---



##### Table of Contents



Deferred Income
  Critical Accounting Policies and Significant Judgments and Estimates
   Revenue Recognition
  Stock-Based Compensation
 Share-Based Payment Accounting for Stock
Issued to Employees
 Accounting for Stock-Based
Compensation
  Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services .
 21




---



##### Table of Contents



Accrued Expenses
  
    
    professional service fees;
    
    contract clinical service fees;
    
    fees paid to contract manufacturers in conjunction with the production
of clinical components or materials; and
    
    fees paid to third party data collection organizations and
investigators in conjunction with the clinical trials.
  Related Party Transactions
 ®
      22




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Recently Adopted Accounting Pronouncements
    Recent Accounting Developments
   23




---



##### Table of Contents



ITEM 3.
 Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4.
 Controls and Procedures
 Evaluation of disclosure controls and procedures
  Change in internal control over financial reporting
  24




---



##### Table of Contents



Limitations on the effectiveness of controls
  ITEM 4T. Controls and Procedures
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Our business and operations entail a variety of serious risks and uncertainties, including those
described in Item 1A of our Form 10-K for the year ended December 31, 2007. In addition, the
following risk factors have changed during the nine months ended September 30, 2008:
 We currently do not have, and may never develop, any commercialized products.
 ® ®
 
    
    we may not be able to obtain regulatory approvals for MelaFind®, or the approved
indication may be narrower than we seek;
    
    MelaFind® may not prove to be safe and effective in clinical trials;
    
    physicians may not receive any reimbursement from third-party payers, or the level of
reimbursement may be insufficient to support widespread adoption of MelaFind®;
    
    we may experience delays in our development program;
    
    any products that are approved may not be accepted in the marketplace by physicians or patients;
    
    we may not have adequate financial or other resources to complete the development or to
commence the commercialization of MelaFind® and we will not have adequate financial
or other resources to achieve significant commercialization of MelaFind®;
    
    we may not be able to manufacture our products in commercial quantities or at an acceptable
cost; and
    
    rapid technological change may make our technology and products obsolete.
 ® ®
 25




---



##### Table of Contents



Risk of delay in product development.
 ®
  ®
 We have not received, and may never receive, FDA approval to market MelaFind ® .
 ® ® ® ® ®
 
    
    MelaFind® may not be safe or effective to the FDAs satisfaction;
    
    the data from our pre-clinical studies and clinical trials may be insufficient to support approval;
    
    the manufacturing process or facilities we use may not meet applicable requirements; and
    
    changes in FDA approval policies or adoption of new regulations may require additional data.
 ® ®
 26




---



##### Table of Contents



® ® ® ® ®
 ®
 We have incurred losses for a number of years, and anticipate that we will incur continued losses
for the foreseeable future.
 ® ® ®
 We may be unable to complete the development and commence commercialization of MelaFind ® or other products without additional funding, and we will not be able to achieve significant
commercialization without additional funding.
 ®
  27




---



##### Table of Contents




    
    the schedule, costs, and results of our clinical trials;
    
    the success of our research and development efforts;
    
    the costs and timing of regulatory approval;
    
    reimbursement amounts for the use of MelaFind® that we are
able to obtain from Medicare and third-party payers, or the amount of
direct payments we are able to obtain from patients and/or physicians
utilizing MelaFind®;
    
    the cost of commercialization activities, including product marketing
and building a domestic direct sales force;
    
    the emergence of competing or complementary technological developments;
    
    the costs of filing, prosecuting, defending and enforcing any patent
claims and other rights, including litigation costs and the results of
such litigation;
    
    the costs involved in defending any patent infringement actions
brought against us by third parties; and
    
    our ability to establish and maintain any collaborative, licensing or
other arrangements, and the terms and timing of any such arrangements.
  MelaFind ® may not be commercially viable if we fail to obtain an adequate level of
reimbursement by Medicare and other third party payers. The markets for MelaFind ® may
also be limited by the indications for which its use may be reimbursed.
  ® ® ® ®
 28




---



##### Table of Contents



® ®
  Our stock price is likely to be volatile, meaning purchasers of our common stock could incur
substantial losses.
  
    
    results of our research and development efforts and our clinical trials;
    
    the timing of regulatory approval for our products;
    
    failure of any of our products, if approved, to achieve commercial success;
    
    the announcement of new products or product enhancements by us or our competitors;
    
    regulatory developments in the US and foreign countries;
    
    ability to manufacture our products to commercial standards;
    
    developments concerning our clinical collaborators, suppliers or marketing partners;
    
    changes in financial estimates or recommendations by securities analysts;
    
    public concern over our products;
    
    developments or disputes concerning patents or other intellectual property rights;
    
    product liability claims and litigation against us or our competitors;
 29




---



##### Table of Contents




    
    the departure of key personnel;
    
    the strength of our balance sheet;
    
    variations in our financial results or those of companies that are perceived to be similar to us;
    
    changes in the structure of and third-party reimbursement in the US and other countries;
    
    changes in accounting principles or practices;
    
    general economic, industry and market conditions; and
    
    future sales of our common stock.
  If our directors, executive officers, and principal stockholders choose to act together, they may
have the ability to influence all matters submitted to stockholders for approval.
  We have limited manufacturing capabilities and manufacturing personnel, and if our manufacturing
capabilities are insufficient to produce an adequate supply of MelaFind ® , our growth
could be limited and our business could be harmed.
 ® ® ® ®
 30




---



##### Table of Contents



® ®
 ® ®
 ®
 We will not be able to sell MelaFind ® unless and until its design is verified and
validated in accordance with current good manufacturing practices as set forth in the US medical
device Quality System Regulations.
 ® ® ® . ® ® ® ®
 Assuming that MelaFind ® is approved by regulatory authorities, if we or our suppliers
fail to comply with ongoing regulatory requirements, or if we experience unanticipated problems
with MelaFind ® , it could be subject to restrictions or withdrawal from the market.
  31




---



##### Table of Contents



® ® ® ® ® ® ®
 ® ® ® ® ®
 
    
    warning letters;
    
    fines and civil penalties;
    
    unanticipated expenditures;
    
    delays in approving or refusal to approve MelaFind®;
    
    withdrawal of approval by the FDA or other regulatory bodies;
    
    product recall or seizure;
    
    interruption of production;
    
    operating restrictions;
    
    injunctions; and
    
    criminal prosecution.
 32




---



##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information
 (a)
    
    Not applicable(b)
    
    Not applicable
 33




---



##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Exhibit Title3.1
    
    Fourth Amended and Restated Certificate of Incorporation of the Registrant.(1)3.2
    
    Third Amended and Restated Bylaws of the Registrant.(2)4.1
    
    Specimen Stock Certificate.(2)4.2
    
    Second Amended and Restated Investors Rights Agreement dated as of October
26, 2004 by and among the Registrant and the parties listed therein.(3)4.3
    
    Form of Warrant.(7)4.4
    
    Form of Warrant.(13)10.1*
    
    Form of Indemnification Agreement for directors and executive officers.(2)10.2*
    
    1996 Stock Option Plan.(3)10.3*
    
    2003 Stock Incentive Plan, as amended.(3)10.4*
    
    2005 Stock Incentive Plan.(2)10.5*
    
    Employment Agreement dated as of January 5, 2004 between the Registrant and
Joseph V. Gulfo.(3)10.6
    
    Consulting Agreement dated as of May 31, 2005 between the Registrant and
Marek Elbaum.(3)10.7
    
    Lease Agreement dated as of December 16, 1998, by and between the Registrant
and Bridge Street Properties LLC, for office space located at One Bridge
Street, Irvington, New York.(3)10.8
    
    First Amendment to the Lease Agreement dated as of May 17, 2001 by and
between the Registrant and Bridge Street Properties LLC.(3)10.9
    
    Second Amendment to the Lease Agreement dated as of June 19, 2003 by and
between the Registrant and Bridge Street Properties LLC.(3)10.10
    
    Lease Agreement dated as of November 23, 2004, by and between the Registrant
and Bridge Street Properties LLC, for office space located at 3 West Main
Street, Irvington, New York.(3)10.11*
    
    Consulting Agreement dated as of June 1, 2005 between the Registrant and
Gerald Wagner Consulting, LLC.(1)10.12*
    
    Consulting Agreement dated as of June 20, 2003 between the Registrant and
Breaux Castleman, as amended.(1)10.13
    
    Consulting Agreement dated as of June 1, 2005 between the Registrant and
Robert Friedman, M.D.(1)10.14
    
    Task Order Agreement dated as of July 13, 2005 between the Registrant and
Battelle Memorial Institute.(2)
 34




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.15
    
    Third Amendment dated as of June 6, 2005, by and between the Registrant and Bridge Street
Properties LLC, for office space located at 1 Bridge Street, Irvington, New York.(1)10.16
    
    Production Agreement between the Registrant and ASKION GmbH dated as of January 25,
2006.(4)10.17*
    
    Amended and Restated Consulting Agreement effective as of April 1, 2006 between the
Registrant and Gerald Wagner Consulting LLC.(11)10.18*
    
    Resignation Agreement, dated April 24, 2006, between the Registrant and Karen Krumeich.(5)10.19*
    
    Employment Offer Letter, dated April 24, 2006, between the Registrant and Richard I.
Steinhart.(5)10.20*
    
    Employment Offer Letter, dated May 30, 2006, between the Registrant and Christiano S.
Butler.(6)10.21
    
    Securities Purchase Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of October 31, 2006.(8)10.22
    
    Securities Purchase Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of October 31, 2006.(8)10.23
    
    Registration Rights Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of October 31, 2006.(8)10.24
    
    Placement Agency Agreement by and between the Registrant and Jefferies & Company, Inc.,
dated as of October 31, 2006.(7)10.25
    
    Licensing Agreement between the Registrant and KaVo Dental GmbH, dated as of December 5,
2006.(9)10.26*
    
    Amendment No. 1 to Amended and Restated Consulting Agreement dated as of January 30, 2007
by and among the Registrant, Gerald Wagner and Gerald Wagner Consulting LLC. (10)10.27
    
    Research and Feasibility Agreement between the Registrant and LOreal S.A. dated as of
March 26, 2007. (12)10.28
    
    Securities Purchase Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of July 31, 2007.(13)10.29
    
    Registration Rights Agreement among the Registrant and the purchasers identified on the
signature pages thereto, dated as of July 31, 2007.(13)10.30
    
    Fifth Amendment dated as of August 24, 2007, by and between the Registrant and Bridge
Street Commercial, LLC, for office space located at 1 Bridge Street, Irvington, New
York.(1)10.31*
    
    Employment Offer Letter, dated February 11, 2008, between the Registrant and Tina
Cheng-Avery.(14)10.32*
    
    Separation Agreement dated May 1, 2008, between the Registrant and Jon I. Klippel. (15)10.33
    
    Form of Subscription Agreement between the Registrant and certain investors.(16)
 35




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Title31.1#
    
    Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as
amended.31.2#
    
    Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as
amended.32.1#
    
    Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates management compensatory plan, contract or arrangement(1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No.
333-125517), as filed on July 15, 2005.(2)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No.
333-125517), as filed on August 8, 2005.(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No.
333-125517), as filed on June 3, 2005.(4)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 31, 2006.(5)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on April 27, 2006.(6)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on June 2, 2006.(7)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on November 1, 2006.(8)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on November 8, 2006.(9)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on December 11, 2006.(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 31, 2007.(11)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 29, 2006.(12)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on March 28, 2007.(13)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on August 1, 2007.(14)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on February 12, 2008.(15)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on May 1, 2008.(16)
    
    Incorporated by reference to the Registrants Current
Report on Form 8-K filed on July 31, 2008.#
    
    Filed herewith. 36




---



##### Table of Contents



SIGNATURES
  ELECTRO-OPTICAL SCIENCES, INC.By:
    /s/ Richard I. SteinhartRichard I. SteinhartVice President and Chief Financial Officer
(Principal Accounting and Financial Officer)  37




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification by the Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act
of 1934, as amended.31.2
    
    Certification by the Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act
of 1934, as amended.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 38