##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K/A
 Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-33205
  Artes Medical, Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

33-0870808(State of
    Incorporation)

(I.R.S. Employer Identification
    No.)5870 Pacific Center Boulevard

92121San Diego, California

(Zip Code)(Address of Principal Executive
    Offices)   (858) 550-9999
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Exchange Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market   Securities registered pursuant to Section 12(g) of the
    Exchange Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





Explanatory
    Note
  Form 10-K/A Form 10-K Form 10-K/A Form 10-K.
  Form 10-K/A. Form 10-K/A
  Rule 12b-15 Form 10-K/A
  INDEX TO
    FORM 10-K/A
  PART IIIItem 10.


Directors, Executive Officers and Corporate Governance

4Item 11.


Executive Compensation

8Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholders Matters

22Item 13.


Certain Relationships and Related Transactions, and Director
    Independence

24Item 14.


Principal Accounting Fees and Services

28PART IVItem 15.


Exhibits and Financial Statement Schedules

28Signatures

32Ex  31.1


Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a) of the Securities Exchange Act of 1934, as amendedEx  31.2


Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a) of the Securities Exchange Act of 1934, as amendedEx  32.1


Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. section 1350Ex  32.2


Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. section 1350   Forward-Looking
    Statements:
  This
    Form 10-K/A
    and the documents incorporated herein by reference, include
    forward-looking statements within the meaning of
    Section 27A of the Securities Act and Section 21E of
    the Securities Exchange Act of 1934, as amended. All statements,
    other than statements of historical fact, are statements that
    could be deemed forward-looking statements, including, but not
    limited to, statements regarding our future financial position,
    business strategy and plans and objectives of management for
    future operations. Words such as believe,
    may, could will,
    estimate, continue,
    anticipate, intend, expect
    and similar expressions are intended to identify forward-looking
    statements.
  Forward-looking statements involve known and unknown risks,
    uncertainties and other factors that may cause our actual
    results, performance or achievements to be materially different
    from any future results, performance or achievements expressed
    or implied by the forward-looking statements. Factors that could
    cause or contribute to such differences include, but are not
    limited to, those discussed in this
    Form 10-K/A,
    and in particular, the risks discussed under Item 1A.
    Risk Factors in our Annual Report on
    Form 10-K
    filed with the Securities and Exchange
 2




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##### 



Commission on March 14, 2008 and those discussed in
    other documents we file with the Securities and Exchange
    Commission. In light of these risks, uncertainties and
    assumptions, readers are cautioned not to place undue reliance
    on such forward-looking statements. These forward-looking
    statements represent beliefs and assumptions only as of the date
    of this
    Form 10-K/A.
    Except as required by applicable law, we do not intend to update
    or revise forward-looking statements contained in this
    Form 10-K/A
    to reflect future events or circumstances.
  This
    Form 10-K/A
    contains market data and industry forecasts that were obtained
    from industry publications, third-party market research and
    publicly available information. These publications generally
    state that the information contained therein has been obtained
    from sources believed to be reliable, but the accuracy and
    completeness of such information is not guaranteed. While we
    believe that the information from these publications is
    reliable, we have not independently verified, and make no
    representation as to the accuracy of, such information.
 3




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##### 



PART III
  Item 10.  Directors,
    Executive Officers and Corporate Governance.
  Our
    Directors
    Term Expires on theAnnual Meeting Held

BoardName

Age

Position(s)

in the Year

ClassChristopher J. Reinhard


54


Executive Chairman of the Board


2008


Class IIDiane S. Goostree


52


President and Chief Executive Officer and Director


2009


Class IIIJohn R. Costantino(1, 2, 3)


61


Director


2008


Class IILon E. Otremba(1, 2, 3)


51


Director


2010


Class IBeverly A. Huss(2, 3)


48


Director


2010


Class IRobert B. Sherman(1, 2, 3)


65


Director


2009


Class IIITodd C. Davis


47


Director


2010


Class I     (1)
    
    Member of the audit committee of the board of directors.(2)
    
    Member of the compensation committee of the board of directors.(3)
    
    Member of the nominating and corporate governance committee of
    the board of directors.  Christopher J. Reinhard
  Diane S. Goostree
  John R. Costantino
 4




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##### 



Lon E. Otremba
    Beverly A. Huss
  Robert B. Sherman
  Todd C. Davis
   5




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##### 



Our
    Executive Officers and Significant Employees
    Name

Age

Position(s)Christopher J. Reinhard


54


Executive Chairman of the BoardDiane S. Goostree


52


President and CEO and DirectorPeter C. Wulff


48


Executive Vice President and CFOKarla R. Kelly, J.D.


54


Chief Legal Officer, General Counsel and Corporate SecretaryGreg J. Kricorian, M.D.


38


Chief Medical OfficerLarry J. Braga


46


Vice President  ManufacturingSusan A. Brodsky-Thalken


55


Vice President  U.S. Sales and TrainingFrank M. Fazio


39


Vice President  MarketingJohn F. Kay, Ph.D.


57


Vice President  Engineering and DevelopmentKaron J. Morell


58


Vice President  Regulatory Affairs and Quality
    Affairs     Peter C. Wulff
  Karla R. Kelly, J.D.
  Greg J. Kricorian, M.D.
  Larry J. Braga
  Susan A. Brodsky-Thalken
 6




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##### 



Frank M. Fazio
  John F. Kay, Ph.D.
  Karon J. Morell
  Family
    Relationships
    Section 16(A)
    Beneficial Ownership Reporting Compliance
  Rule 16a-3(e)
  Code of
    Business Conduct and Ethics
  www.artesmedical.com
 7




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##### 



Stockholder
    Nominations
    Audit
    Committee
    Corporate
    Governance
  www.artesmedical.com
  Item 11.
    Executive
    Compensation.      Overview
    of Compensation Program
    
    Base salary;
    Annual performance-based cash bonus awards; and
    Long-term stock-based incentive awards.      
    A Substantial Portion of Executive Compensation Should Be
    Performance-Based.  We believe that a substantial
    portion of the compensation received by each of our executives
    should be directly tied to, and contingent upon, the performance
    of our company as a whole and the executives individual
    contribution and performance. To support this objective, our
    compensation committee established an Annual Bonus Incentive
    Plan (the Bonus Plan) in April 2007. The Bonus Plan
    is designed to align each eligible executives efforts with
    our key financial, operational and strategic goals by providing
    an opportunity for the executive to earn an annual cash bonus
    with amounts determined by considering our success in achieving
    our corporate goals and the executives success in
    achieving individual performance goals. The performance-based
    cash bonus awards payable to our executive chairman and our
    chief executive officer are based almost entirely on our success
    in achieving our corporate goals. Our corporate goals for fiscal
    years 2007 and 2008 include achieving sales targets for ArteFill
    and controlling our operating expenses. 8




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##### 




    Stock-Based Incentive Awards Should Comprise a Substantial
    Portion of Executive Compensation.We believe
    that a substantial portion of executive compensation should be
    delivered in the form of stock-based incentive awards in order
    to align the long-term interests of our executives with those of
    our stockholders and to provide a retention incentive to our
    executives.
    Our Executive Compensation Should Be Competitive and
    Fair.In order to help us attract and retain
    talented executives, we believe that our compensation programs
    should be competitive when compared to our peers but also be
    perceived as fair, when considered both externally as well as
    internally. Because we compete with many larger companies for
    top executive-level talent, our compensation committee generally
    targets overall compensation for our executives at approximately
    the 50th percentile of the compensation paid to similarly
    situated executives at our peer group companies.  Compensation
    Process
      Market
    Compensation Data
   9




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##### 



   Abiomed, Inc.

   Aspect Medical Systems, Inc.

   Biolase Technology, Inc.   Candela Corporation

   Cepheid

   Cholestech Corporation   Cutera, Inc.

   Cynosure, Inc.

   Isolagen, Inc.   Micrus Endovascular Corporation

   Nanogen, Inc.

   Natus Medical Incorporated   NeuroMetrix, Inc.

   Orthovita, Inc.

   Photomedex, Inc.   Rita Medical Systems, Inc.

   Staar Surgical Company

   Thermage, Inc.     Components
    of Executive Compensation
    Base
    Salary
    Fiscal Year 2007.
  Fiscal Year 2008.
 10




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##### 



Name and Title

Base SalaryChristopher J. Reinhard,
    Executive Chairman of the Board

$
150,000Diane S. Goostree,
    Chief Executive Officer, President and Director

$
325,000Peter C. Wulff,
    Executive Vice President and Chief Financial Officer

$
250,000Susan A. Brodsky-Thalken,
    Vice President  U.S. Sales and Training

$
235,000Frank M. Fazio,
    Vice President  Marketing

$
242,000   Performance-Based
    Cash Bonus Awards
  full-time
      Fiscal Year 2007.
 11




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##### 



Fiscal Year 2008.
  Target as a


TargetPercentage of


BonusName and Title

Base Salary


AmountChristopher J. Reinhard,
    Executive Chairman of the Board


50
%

$
75,000Diane S. Goostree,
    Chief Executive Officer, President and Director


50
%

$
162,500Peter C. Wulff,
    Executive Vice President and Chief Financial Officer


35
%

$
87,500Susan A. Brodsky-Thalken,
    Vice President  U.S. Sales and Training


30
%

$
70,500Frank M. Fazio,
    Vice President  Marketing


30
%

$
72,600   Stock-Based
    Incentive Awards
      Fiscal Year 2007.
    
    100,000 shares will vest over 48 months starting in
    February 2007, based upon our chief executive officers
    continued service to us, with our chief executive officer
    obtaining a vested interest in 2,083 shares for each month
    of continued service; 12




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##### 




    50,000 shares will vest based upon our achievement of
    certain financial performance targets set in our 2007 operating
    plan (these options did not vest because the performance targets
    were not achieved);
    50,000 shares will vest based upon our achievement of
    certain financial performance targets set in our 2008 operating
    plan;
    50,000 shares will vest based upon our achievement of
    certain financial performance targets set in our 2009 operating
    plan; and
    50,000 shares will vest based upon our achievement of
    certain financial performance targets set in our 2010 operating
    plan.      Fiscal Year 2008.
  Number ofShares ofName and Title

Common StockChristopher J. Reinhard,
    Executive Chairman of the Board


Diane S. Goostree,
    Chief Executive Officer, President and Director


93,024Peter C. Wulff,
    Executive Vice President and Chief Financial Officer


26,391Susan A. Brodsky-Thalken,
    Vice President  U.S. Sales and Training


43,102Frank M. Fazio,
    Vice President  Marketing


43,949     Stock and
    Option Grant Practices
   13




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##### 



Other
    Benefits
    Health Insurance.
  Life and Disability Insurance. and/or
  Pension Benefits.
  Nonqualified Deferred Compensation.
  Perquisites.
  Sales
    Incentives Plan
    Employment
    Agreements and Potential Payments Upon Termination or Change of
    Control
  Chief Executive Officer:
  Change in Control Benefits.
   14




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##### 



and/or
  Severance Benefits.
  Other Named Executive Officers:
      and/or
 15




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##### 



Change in ControlSeverance

with Termination ofName and Principal Position



Payments

EmploymentChristopher J. Reinhard 

Salary continuation





$
75,000Executive Chairman of the Board

Bonus payout





$
25,000COBRA payments






Option vesting






Diane S. Goostree 

Salary continuation

$
243,750


$
243,750President and Chief Executive Officer (PEO)

Bonus payout

$
50,000


$
50,000COBRA payments

$
13,098


$
13,098Option vesting






Peter C. Wulff 

Salary continuation






125,000Executive Vice President and

Bonus payout





$
37,500Chief Financial Officer (PFO)

COBRA payments





$
8,732Option vesting






Susan A. Brodsky-Thalken 

Salary continuation





$
117,500Vice President  U.S. Sales and Training

Bonus payout





$
15,000COBRA payments





$
2,817Option vesting






Frank M. Fazio 

Salary continuation





$
121,000Vice President  Marketing

Bonus payout





$
15,000COBRA payments





$
8,732Option vesting






   Tax and
    Accounting Considerations
  Deductibility of Executive
    Compensation.
    Accounting for Stock-Based Compensation.
 16




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##### 



Form 10-K
  Summary
    Compensation Table
  Form 10-K/A.
  Option

All OtherSalary

Bonus

Awards

Compensation

TotalName and Principal Position

Year

($)

($)

($)(1)

($)

($)Diane S. Goostree 


2007


$
326,346






$
680,234






$
1,006,580President and Chief Executive Officer (PEO)(2)


2006



252,693


$
228,891



247,500







729,084Peter C. Wulff 


2007



247,115







179,435







426,550Executive Vice President and Chief Financial Officer (PFO)


2006



225,000



78,891



85,313







389,204Susan A. Brodsky-Thalken 


2007



243,750







151,981


$
12,861



408,592Vice President  U.S. Sales and Training(3)


2006



118,314



30,000



61,926







210,240Frank M. Fazio 


2007



241,192







151,354







392,546Vice President  Marketing(4)


2006



129,526



30,000



81,966







241,492Christopher J. Reinhard 


2007



150,000







179,027







329,027Executive Chairman of the Board(5)


2006



181,699



50,000



367,875







599,574     (1)
    
    We have computed the value of the option awards in accordance
    with Statement of Financial Standards (SFAS) No. 123R,
    Share-Based Payment, which requires that we
    recognize as compensation expense the value of all stock-based
    awards granted to employees in exchange for services over the
    requisite service period, which is typically the vesting period.(2)
    
    Ms. Goostree joined our company in March 2006 as president,
    and became our president and chief executive officer in November
    2006. Her 2006 bonus amount includes a $75,000 signing bonus, a
    $50,000 bonus to replace a bonus she did not receive from her
    previous employer as a result of joining our company, and a
    $104,000 performance bonus for her services during fiscal 2006.(3)
    
    Ms. Brodsky-Thalken joined our company in April 2006. All
    other compensation includes amounts paid to
    Ms. Brodsky-Thalken for an auto allowance.(4)
    
    Mr. Fazio joined our company in June 2006.(5)
    
    Mr. Reinhards 2006 salary includes $119,000 paid in
    cash and 5,737 shares of common stock valued at $62,000
    issued to Mr. Reinhard in lieu of cash. The value of the
    common stock is based on the expense amount we recorded for the
    shares in our financial statements. 17




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Grant of
    Plan-Based Awards
    All Other OptionAwards; Number of


Exercise or Base


Grant Date FairSecurities Underlying


Price of Option


Value of OptionName

Grant Date


Options (#)


Awards ($/Sh)


Awards ($)(1)Diane S. Goostree


2/02/2007



300,000


$
9.96


$
1,559,490Peter C. Wulff


6/12/2007



17,000


$
7.37



65,391Susan A. Brodsky-Thalken


6/12/2007



17,000


$
7.37



65,391Frank M. Fazio


6/12/2007



15,000


$
7.37



57,697Christopher J. Reinhard














     (1)
    
    The grant date fair value of the stock and option awards has
    been computed in accordance with SFAS 123R.  Outstanding
    Equity Awards at Fiscal Year-End
    Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised


Unexercised


Option


OptionOptions


Options


Exercise


ExpirationName

Exercisable (#)


Unexercisable (#)


Price ($)


DateDiane S. Goostree


51,468



66,179


$
5.31



3/24/201617,646



29,412


$
7.86



6/30/201620,833



279,167


$
9.96



2/02/2017Total:


89,947



374,758Peter C. Wulff


34,313



12,745


$
5.31



4/22/201511,764



11,765


$
5.31



12/15/201528,673



47,796


$
7.86



6/30/20162,125



14,875


$
7.37



6/12/2017Total:


76,875



87,181Susan A. Brodsky-Thalken


13,234



18,530


$
7.86



6/09/20161,324



2,205


$
7.86



6/30/20169,558



25,735


$
10.63



11/22/20162,125



14,875


$
7.37



6/12/2017Total:


26,241



61,345Frank M. Fazio


15,441



25,735


$
7.86



6/09/20169,250



14,278


$
7.86



6/30/20161,875



13,125


$
7.37



6/12/2017Total:


26,566



53,138Christopher J. Reinhard


152,941






$
5.31



6/7/200935,294






$
5.31



1/3/201130,881



51,471


$
7.86



6/30/2016Total:


219,116



51,471  18




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##### 



Option
    Exercises and Stock Vested
    Director
    Compensation
      Director
    Fees
      Equity
    Awards
   19




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##### 



non-employee
    Limitation
    of Liability and Indemnification of Officers and
    Directors
    
    breach of their duty of loyalty to us or our stockholders;
    acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law;
    unlawful payments of dividends or unlawful stock repurchases or
    redemptions; and
    any transaction from which the director derived an improper
    personal benefit.       20




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Director
    Summary Compensation Table
    Fees Earned or


OptionPaid in Cash


Awards


TotalName

($)


($)(1)


($)Christopher J. Reinhard










Diane S. Goostree










Daren J. Barone(2)

$
31,000


$
3,286


$
34,286Lon E. Otremba


42,000



3,286



45,286John R. Costantino(3)


42,000



3,286



45,286Beverly A. Huss(4)


10,000



1,369



11,369Robert B. Sherman(5)


9,000



1,369



10,369Todd C. Davis(6)










     (1)
    
    Amounts in this column reflect the dollar amounts that were
    recognized in fiscal 2007 for financial statement reporting
    purposes under SFAS 123R with respect to option awards
    granted to our directors in and prior to fiscal 2007.(2)
    
    Daren J. Barone resigned from our Board in September 2007.(3)
    
    Board fees for the services of Mr. Costantino are paid to
    NGN Capital, LLC where Mr. Costantino serves as Managing
    General Partner. In addition to the $27,000 in Board fees paid
    to NGN Capital, LLC, an additional $3,288 was reimbursed to NGN
    Capital, LLC for Mr. Costantinos travel expenses to
    attend our Board meetings.(4)
    
    Beverly A. Huss was appointed to our Board in October 2007.(5)
    
    Robert B. Sherman was appointed to our Board in October 2007.(6)
    
    Todd C. Davis was appointed to our Board in February 2008.  Compensation
    Committee Interlocks and Insider Participation
    Report of
    the Compensation Committee
  Regulation S-K Form 10-K and/or
  
 21




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##### 



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Security
    Ownership
    Amount and Nature of


Percent ofName and Address of Beneficial Owner(1)

Beneficial Ownership(2)


ClassPrincipal StockholdersNGN Capital LLC(3)
    369 Lexington Avenue,
    17th Floor
    New York, New York


1,111,656



6.7
%Directors and Executive OfficersDiane S. Goostree(4)


146,553



*Peter C. Wulff(5)


104,018



*Susan A. Brodsky-Thalken(6)


70,648



*Frank M. Fazio(7)


37,612



*Christopher J. Reinhard(8)


307,157



1.8
%John R. Costantino(3)


1,111,656



6.7
%Lon E. Otremba(9)


36,254



*Beverly A. Huss(10)


2,941



*Robert B. Sherman(10)


2,941



*Todd C. Davis(11)


378,125



2.2
%All directors and executive officers as a group
    (15 persons)(12)


2,351,547



12.5
%     *
    
    Represents beneficial ownership of less than 1% of the
    outstanding shares of our common stock.(1)
    
    Unless otherwise indicated, the address of each beneficial owner
    is care of Artes Medical, Inc., 5870 Pacific Center Boulevard,
    San Diego, California 92121.(2)
    
    Beneficial ownership of shares and percentage ownership are
    determined in accordance with the rules of the SEC. In
    calculating the number of shares beneficially owned by an
    individual or entity and the percentage ownership of that
    individual or entity, shares underlying options or warrants held
    by that individual or entity that are either currently
    exercisable or exercisable within 60 days from
    March 31, 2008 are deemed outstanding. These shares,
    however, are not deemed outstanding for the purpose of computing
    the percentage ownership of any other individual or entity.
    Unless otherwise indicated and subject to community property
    laws where applicable, the individuals and entities named in the
    table above have sole voting and investment power with respect
    to all shares of our common stock shown as beneficially owned by
    them.(3)
    
    Includes (i) 273,129 shares of common stock held by
    NGN BioMed Opportunity I, L.P.,
    (ii) 81,938 shares of common stock issuable to NGN
    BioMed Opportunity I, L.P. upon the exercise of warrants
    vested as of 60 days following March 31, 2008,
    (iii) 197,458 shares of common stock held by NGN
    BioMed Opportunity I GmbH & Co. Beteiligungs KG
    (iv) 59,237 shares of common stock issuable to NGN
    BioMed Opportunity I GmbH & Co. Beteiligungs KG upon
    exercise of warrants vested as of 60 days following
    March 31, 2008 and (v) 33,228 shares issuable to
    NGN Capital LLC upon the exercise of options vested as of
    60 days following March 31, 2008. NGN BioMed I,
    GP, L.P., which is the sole general partner of NGN BioMed
    Opportunity I, L.P., and NGN Capital LLC, which is the sole
    general partner of NGN BioMed I, GP, L.P. and the managing
    limited partner of NGN BioMed Opportunity I,
    GmbH & Co. Beteiligungs KG, each may be deemed to
    share 22




---



##### 



voting and investment power with respect to all shares held by
    those entities. John R. Costantino is Managing General Partner
    of NGN Capital LLC. John R. Costantino disclaims beneficial
    ownership of the shares held by NGN Capital LLC, NGN BioMed
    Opportunity I, L.P., NGN BioMed Opportunity I
    GmbH & Co. Beteiligungs KG and NGN BioMed I, GP,
    L.P., except to the extent of his pecuniary interest therein.(4)
    
    Includes 24,200 shares of common stock held Diane S.
    Goostree and 122,353 shares of common stock issuable to
    Ms. Goostree upon the exercise of options vested as of
    60 days following March 31, 2008.(5)
    
    Includes 10,000 shares of common stock held Peter C. Wulff
    and 94,018 shares of common stock issuable to
    Mr. Wulff upon the exercise of options vested as of
    60 days following March 31, 2008.(6)
    
    Includes 32,593 shares of common stock held by family
    members of Susan A. Brodsky-Thalken and 38,055 shares of
    common stock issuable to Ms. Brodsky-Thalken upon the
    exercise of options vested as of 60 days following
    March 31, 2008.(7)
    
    Includes 37,612 shares of common stock issuable to Frank M.
    Fazio upon the exercise of options vested as of 60 days
    following March 31, 2008.(8)
    
    Includes (i) 74,121 shares of common stock held by
    Christopher J. Reinhard, (ii) 195,293 shares of common
    stock issuable to Mr. Reinhard upon the exercise of
    warrants vested as of 60 days following March 31, 2008
    and (iii) 37,743 shares of common stock issuable to
    Mr. Reinhard upon exercise of options vested as of
    60 days following March 31, 2008.(9)
    
    Includes (i) 9,411 shares of common stock held by Lon
    E. Otremba, (ii) 1,882 shares of common stock issuable
    to Mr. Otremba upon the exercise of warrants vested as of
    60 days following March 31, 2008 and
    (iii) 24,961 shares of common stock issuable to
    Mr. Otremba upon the exercise of options vested as of
    60 days following March 31, 2008.(10)
    
    Includes 2,941 shares of common stock issuable to both
    Beverly A. Huss and Robert B. Sherman upon the exercise of
    options vested as of 60 days following March 31, 2008.(11)
    
    Includes 3,125 shares of common stock issuable to Todd C.
    Davis upon the exercise of options vested as of 60 days
    following March 31, 2008. Also includes a warrant to
    purchase 375,000 shares of common stock exercisable anytime
    on or after February 11, 2008 issued to Cowen Healthcare
    Royalty Partners, L.P., or CHRP. In addition to the shares
    listed in the table above, Mr. Davis was granted 6,250
    restricted stock units that vest on February 13, 2009. CHRP
    also holds an additional warrant to purchase
    1,300,000 shares of common stock exercisable anytime on or
    after February 11, 2009. Mr. Davis disclaims
    beneficial ownership of the warrants held by CHRP, except to the
    extent of his pecuniary interest therein.(12)
    
    Includes 544,330 shares of common stock issuable upon the
    exercise of options vested as of 60 days following
    March 31, 2008.  Equity
    Compensation Plan Information
    Number of SecuritiesRemaining AvailableNumber of Securities


Weighted Average


for Future Issuanceto be Issued Upon


Exercise Price of


Under EquityExercise of Outstanding


Outstanding


Compensation PlansOptions, Warrants


Options, Warrants


(Excluding Securitiesand Rights


and Rights


Reflected in Column (a)Plan Category

(a)


(b)


(c)Equity compensation plans approved by stockholders


3,657,866
(1)

$
6.22



1,749,489
(2)Equity compensation plans not approved by stockholders(3)


335,761


$
4.66



Total:


3,993,627


$
6.09



1,749,489     (1)
    
    Includes (i) options issued pursuant to our 2000 Stock
    Option Plan to purchase up to 25,880 shares of common
    stock, (ii) options issued pursuant to our Amended and
    Restated 2001 Stock Option Plan to purchase up to 23




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##### 



1,634,013 shares of common stock and (iii) options
    issued pursuant to our 2006 Equity Incentive Plan to purchase up
    to 1,997,973 shares of common stock.(2)
    
    Includes 5,882,353 authorized and issuable option shares of our
    common stock under our 2006 Equity Incentive Plan less
    (i) outstanding options to purchase up to
    3,657,866 shares of common stock and
    (ii) 474,998 shares of common stock issued upon the
    exercise of options issued or expired under our 2000 Stock
    Option Plan and 2001 Stock Option Plan.(3)
    
    Includes (i) options to purchase up to 29,880 shares
    of common stock pursuant to individual option grants issued
    prior to our initial public offering in 2006 and
    (ii) warrants to purchase up to 305,881 shares of
    common stock pursuant to warrants issued to employees, directors
    and service providers prior to our initial public offering in
    2006.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Certain
    Relationships and Related Transactions
    Revenue
    Financing Arrangement
  ® ®
       24




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##### 



®
    Form S-3
  Issuances
    of Stock Options
     25




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##### 



Employment
    Agreements
    Director
    and Officer Indemnification Agreements
    Company
    Policy Regarding Related Party Transactions
    Director
    Independence
              John R. Costantino:
 26




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##### 



Lon E. Otremba:
  Todd C. Davis:
  Committee
    Independence
    Audit Committee.
  Compensation Committee.
  Nominating and Corporate Governance
    Committee.
  Committee
    Charters
  www.artesmedical.com
 27




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##### 



Item 14.
    Principal
    Accountant Fees and Services.    Fiscal Year


Fiscal Year2007


2006Audit Fees


414,245



206,013Audit-Related Fees






749,836
(1)Total


414,245



955,849    (1)
    
    $739,836 of the 2006 Audit-Related Fees relate to auditing
    services performed in connection with our initial public
    offering. The remaining fees relate to Sarbanes-Oxley 404
    compliance work.  Pre-Approval
    Policies and Procedures
          PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules.  Exhibits
  Exhibit

ExhibitNumber

Description3
.4**

Amended and Restated Certificate of Incorporation.3
.6**

Amended and Restated Bylaws.3
.7**

Certificate of Amendment to Amended and Restated Bylaws.4
.1**

Specimen common stock certificate.4
.2(5)

Amended and Restated Investor Rights Agreement dated
    June 23, 2006, by and among us and the stock and warrant
    holders listed on Schedule A thereto, as corrected.4
.3#**

Form of warrant to purchase common stock, issued to employees,
    consultants and service providers.4
.4#**

Amended warrant to purchase up to 650,000 shares of common
    stock, dated June 9, 2006, issued to Christopher J.
    Reinhard, as corrected. 28




---



##### 



Exhibit

ExhibitNumber

Description4
.5**

Form of warrant to purchase common stock, issued to certain
    investors in a bridge loan financing transaction.4
.6**

Form of warrant to purchase
    Series C-1
    preferred stock, issued to certain investors in a bridge loan
    financing transaction.4
.7**

Form of warrant to purchase common stock, issued to certain
    investors in our Series D preferred stock financing.4
.8**

Form of warrant to purchase Series D preferred stock,
    issued to certain investors in a bridge loan financing
    transaction.4
.9**

Warrant to purchase 200,000 shares of Series E
    preferred stock issued to Legg Mason Wood Walker, Inc. on
    December 22, 2005.4
.10**

Form of warrant to purchase Series E preferred stock issued
    to certain investors in our Series E preferred stock
    financing.4
.11**

Form of warrant to purchase Series E preferred stock issued
    to National Securities Corporation in consideration for
    placement agent services provided to us in our Series E
    preferred stock financing.4
.12#**

Amended warrant to purchase up to 150,000 shares of common
    stock, dated June 9, 2006, issued to Christopher J.
    Reinhard, as corrected.4
.13#**

Amendment dated June 23, 2006, to warrant to purchase
    common stock, issued to employees, consultants and service
    providers, entered into by us and each of the warrant holders
    listed on Exhibit A thereto.4
.14**

Amendment dated June 23, 2006, to warrant to purchase
    common stock, issued to certain investors in a bridge loan
    financing transaction, entered into by us and each of the
    warrant holders listed on Exhibit A thereto.4
.15**

Amendment dated June 23, 2006, to warrant to purchase
    Series C-1
    preferred stock, issued to certain investors in a bridge loan
    financing transaction, entered into by us and each of the
    warrant holders listed on Exhibit A thereto.4
.16**

Amendment dated June 23, 2006, to warrant to purchase
    common stock, issued to certain investors in our Series D
    preferred stock financing, entered into by us and each of the
    warrant holders listed on Exhibit A thereto.4
.17**

Amendment dated June 23, 2006, to warrant to purchase
    Series D preferred stock, issued to certain investors in a
    bridge loan financing transaction, entered into by us and each
    of the warrant holders listed on Exhibit A thereto.4
.18**

Warrant to purchase 28,235 shares of Series E
    preferred stock issued to Comerica Bank on November 27,
    2006.4
.19(5)

Investor Rights Agreement, dated February 12, 2008, by and
    between us and CHRP.4
.20(5)

Warrant to purchase 1,300,000 shares of common stock issued
    to CHRP.4
.21(5)

Warrant to purchase 375,000 shares of common stock issued
    to CHRP.10
.1#**

2000 Stock Option Plan.10
.2#**

Form of Non-Qualified Stock Option Agreement under the 2000
    Stock Option Plan.10
.3#**

Amended and Restated 2001 Stock Option Plan.10
.4#**

Form of Notice of Option Grant under the Amended and Restated
    2001 Stock Option Plan.10
.5#**

Form of Incentive Stock Option Agreement under the Amended and
    Restated 2001 Stock Option Plan.10
.6#**

Form of Non-Qualified Stock Option Agreement under the Amended
    and Restated 2001 Stock Option Plan.10
.7#**

2006 Equity Incentive Plan.10
.8.1#**

Form of Notice of Grant of Stock Option under 2006 Equity
    Incentive Plan.10
.8.2#**

Form of Option Exercise and Stock Purchase Agreement under 2006
    Equity Incentive Plan.10
.8.3#**

Form of Restricted Stock Grant Notice under 2006 Equity
    Incentive Plan. 29




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##### 



Exhibit

ExhibitNumber

Description10
.9#**

Directors Agreement, dated June 1, 2004, between us
    and Christopher Reinhard.10
.15#**

Form of indemnification agreement between us and each of our
    directors and executive officers (as amended).10
.16**

Form of consulting agreement for medical/scientific advisory
    board between us and each of our Medical Advisory Board members.10
.19**

Commercial Space Lease Agreement, dated September 27, 1999,
    between Ms. Marianne Kämpf and MediPlant GmbH(1).10
.20**

Purchase Agreement for a Partial Enterprise, dated July 22,
    2004, between us and FormMed Biomedicals AG.10
.21**

Manufacturing and Supply Agreement, dated November 1, 2005,
    between us and Artes Medical Germany GmbH (formerly MediPlant
    GmbH Biomaterials and Medical Devices).10
.22**

Fixed Price Supply Agreement, dated March 1, 2006, between
    us and Lampire Biological Labs, Inc.10
.25**

Settlement and License Agreement dated October 31, 2005,
    among us, BioForm Medical, Inc., BioForm Medical Europe B.V. and
    Dr. Martin Lemperle.10
.26**

Settlement Agreement and Release of Claims dated
    October 26, 2005, among us, FormMed Biomedicals AG and
    Dr. Martin Lemperle.10
.27#**

Offer of Employment dated February 13, 2006 between us and
    Diane Goostree.10
.29#**

First Amended Offer of Employment dated November 27, 2006
    between us and Diane Goostree.10
.34#(1)

Severance Protection Agreement between us and Diane S. Goostree,
    dated August 7, 2007.10
.35#(1)

Form Change of Control Agreement between us and each of
    Christopher J. Reinhard, Peter C. Wulff, Adelbert L. Stagg and
    Larry J. Braga, each dated August 7, 2007 and each of Karon
    J. Morell and John F. Kay, Ph.D. each dated March 10,
    2008.10
.36(2)

Amended and Restated Building Lease Agreement, dated
    August 21, 2007.10
.37(2)

Building Lease Agreement, dated August 21, 2007.10
.38(2)

Master Services Agreement, dated June 4, 2007 between us
    and Therapeutics, Inc.10
.39(2)

First Amendment to Fixed Price Supply Agreement, dated
    August 14, 2007, between us and Lampire Biological Labs,
    Inc.10
.40(3)

Second License Agreement, dated September 21, 2007, between
    Artes Medical, Inc., Bioform Medical, Inc. and Bioform Medical
    Europe B.V.10
.42(4)

Artes Medical, Inc. Annual Bonus Incentive Plan, dated
    April 10, 2007.10
.43(5)

Revenue Interest Financing and Warrant Purchase Agreement, dated
    January 28, 2008, by and between us and CHRP.10
.44(5)

Note and Warrant Purchase Agreement, dated January 28,
    2008, by and between us and CHRP.31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a) of the Securities Exchange Act of 1934, as amended.31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and 15d-14(a) of the Securities Exchange Act of 1934, as amended.32
.1

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. section 1350.32
.2

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. section 1350.     **
    
    Incorporated by reference to the same numbered exhibit filed
    with or incorporated by reference in our Registration Statement
    on
    Form S-1
    (File
    No. 333-134086),
    dated December 19, 2006.#
    
    Indicates management contract or compensatory plan.
    
    The Commission has granted confidential treatment to us with
    respect to certain omitted portions of this exhibit (indicated
    by asterisks). We have filed separately with the Commission an
    unredacted copy of the exhibit. 30




---



##### 



(1)
    
    Incorporated by reference to the same numbered exhibit filed
    with our Report on
    Form 10-Q,
    dated August 10, 2007.(2)
    
    Incorporated by reference to the same numbered exhibit filed
    with our Report on
    Form 10-Q,
    dated November 11, 2007.(3)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    Report on
    Form 8-K,
    dated September 24, 2007.(4)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    Report on
    Form 8-K,
    dated April 27, 2007(5)
    
    Incorporated by reference to the same numbered exhibit filed
    with our Report on
    Form 10-K,
    dated March 14, 2008. 31




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##### 



SIGNATURES
      By:
    /s/  Diane
    S. Goostree   President and Chief Executive Officer
      Signature

Title(s)

Date/s/  Diane
    S.
    GoostreeDiane
    S. Goostree

President, Chief Executive Officer and Director (principal
    executive officer)

April 22, 2008/s/  Peter
    C. WulffPeter
    C. Wulff

Executive Vice President and Chief Financial Officer (principal
    financial and accounting officer)

April 22, 2008/s/  Christopher
    J. Reinhard*Christopher
    J. Reinhard

Executive Chairman of the Board of Directors

April 22, 2008/s/  John
    R. Costantino*John
    R. Costantino

Director

April 22, 2008/s/  Lon
    E. Otremba*Lon
    E. Otremba

Director

April 22, 2008/s/  Beverly
    Huss*Beverly
    Huss

Director

April 22, 2008/s/  Robert
    Sherman*Robert
    Sherman

Director

April 22, 2008/s/  Todd
    C. Davis*Todd
    C. Davis

Director

April 22, 2008*By:

/s/  Diane
    S. GoostreeDiane S. GoostreeAttorney-in-FactApril 22, 2008  32