##### 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: June 30, 2008
 or
 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: 001-33966
 MAKO Surgical Corp.
  Delaware
    
    20-1901148(State or Other Jurisdiction of Incorporation 
or Organization)
    
    (I.R.S. Employer Identification No.)
 2555 Davie Road, Fort Lauderdale, Florida 33317
 (Registrants Telephone Number, Including Area Code)
  Yes þ No o
  Large Accelerated Filero
    
    Accelerated Filero
    
    Non-accelerated Filer þ
    
    Smaller reporting companyo
  Yes o No þ
  Class
    
    Outstanding at July 29, 2008Common Stock
    
    18,476,919




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##### 



MAKO Surgical Corp.
 INDEX TO FORM 10-Q
 Page No.Part I  Financial InformationItem 1 Financial Statements (unaudited)
    
    
    1Condensed balance sheets at June 30, 2008 and December 31, 2007
    
    
    1Condensed statements of operations for the three and six
months ended June 30, 2008 and 2007
    
    
    2Condensed statements of cash flows for the six months ended
June 30, 2008 and 2007
    
    
    3Notes to condensed financial statements
    
    
    4Item 2 Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    14Item 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4T Controls and Procedures
    
    
    23Part II  Other InformationItem 1 Legal Proceedings
    
    
    24Item 1A Risk Factors
    
    
    24Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 4 Submission of Matters to a Vote of Security Holders
    
    
    25Item 6 Exhibits
    
    
    25Signatures
    
    
    25Exhibit Index
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   i




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS.
 MAKO SURGICAL CORP.
 
 Condensed Balance Sheets
   June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    38,075
    
    
    $
    9,615Short-term investments
    
    
    1,034
    
    
    
    3,084Accounts receivable
    
    
    2,916
    
    
    
    2,213Inventory
    
    
    3,807
    
    
    
    2,346Deferred cost of revenue
    
    
    2,155
    
    
    
    Prepaids and other assets
    
    
    391
    
    
    
    310Total current assets
    
    
    48,378
    
    
    
    17,568Deferred cost of revenue
    
    
    
    
    
    
    926Long-term
investments
    
    
    962
    
    
    
    Property and equipment, net
    
    
    2,895
    
    
    
    2,321Intangible assets, net
    
    
    5,147
    
    
    
    5,477Other assets
    
    
    225
    
    
    
    170Deferred initial public offering costs
    
    
    
    
    
    
    2,728Total assets
    
    $
    57,607
    
    
    $
    29,190LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    $
    1,489
    
    
    $
    1,511Accrued compensation and employee benefits
    
    
    561
    
    
    
    1,033Other accrued liabilities
    
    
    2,609
    
    
    
    2,680Deferred revenue
    
    
    6,445
    
    
    
    50Accrued license fee
    
    
    
    
    
    
    3,955Total current liabilities
    
    
    11,104
    
    
    
    9,229Deferred revenue
    
    
    96
    
    
    
    3,311Total liabilities
    
    
    11,200
    
    
    
    12,540Commitments and contingencies
Redeemable convertible preferred stock:Series A redeemable convertible preferred
stock
    
    
    
    
    
    
    4,806Series B redeemable convertible preferred
stock
    
    
    
    
    
    
    23,102Series C redeemable convertible preferred
stock
    
    
    
    
    
    
    31,579Total redeemable convertible preferred stock
    
    
    
    
    
    
    59,487Stockholders equity (deficit):Common stock, $0.001 par value;
135,000,000 authorized as of June 30, 2008
and 60,000,000 shares authorized as of
December 31, 2007; 18,129,718 and
1,870,603 shares issued and outstanding as
of June 30, 2008 and December 31, 2007,
respectively
    
    
    18
    
    
    
    2Additional paid-in capital
    
    
    105,537
    
    
    
    Accumulated deficit
    
    
    (59,155
    )
    
    
    (42,843
    )Accumulated other comprehensive income
    
    
    7
    
    
    
    4Total stockholders equity (deficit)
    
    
    46,407
    
    
    
    (42,837
    )Total liabilities and stockholders equity
(deficit)
    
    $
    57,607
    
    
    $
    29,190
   1




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##### Table of Contents



MAKO SURGICAL CORP.
 
 Condensed Statements of Operations
 Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue:Products
    
    $
    579
    
    
    $
    97
    
    
    $
    993
    
    
    $
    192Tactile Guidance System
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    125
    
    
    
    9
    
    
    
    208
    
    
    
    14Total revenue
    
    
    704
    
    
    
    106
    
    
    
    1,201
    
    
    
    206Cost of revenue:Products
    
    
    244
    
    
    
    26
    
    
    
    384
    
    
    
    51Tactile Guidance System
    
    
    235
    
    
    
    13
    
    
    
    466
    
    
    
    23Other
    
    
    1
    
    
    
    8
    
    
    
    1
    
    
    
    9Total cost of revenue
    
    
    480
    
    
    
    47
    
    
    
    851
    
    
    
    83Gross profit
    
    
    224
    
    
    
    59
    
    
    
    350
    
    
    
    123Operating costs and expenses:Selling, general and
administrative
    
    
    5,119
    
    
    
    2,369
    
    
    
    9,767
    
    
    
    4,302Research and development
    
    
    2,485
    
    
    
    1,644
    
    
    
    6,094
    
    
    
    3,161Depreciation and
amortization
    
    
    425
    
    
    
    301
    
    
    
    847
    
    
    
    571Total operating costs and
expenses
    
    
    8,029
    
    
    
    4,314
    
    
    
    16,708
    
    
    
    8,034Loss from operations
    
    
    (7,805
    )
    
    
    (4,255
    )
    
    
    (16,358
    )
    
    
    (7,911
    )Interest and other income
    
    
    241
    
    
    
    316
    
    
    
    401
    
    
    
    552Interest and other expenses
    
    
    (1
    )
    
    
    (76
    )
    
    
    (109
    )
    
    
    (152
    )Net loss
    
    
    (7,565
    )
    
    
    (4,015
    )
    
    
    (16,066
    )
    
    
    (7,511
    )Accretion of redeemable
convertible preferred stock
    
    
    
    
    
    
    (75
    )
    
    
    (44
    )
    
    
    (147
    )Accrued dividends on
redeemable convertible
preferred stock
    
    
    
    
    
    
    (879
    )
    
    
    (521
    )
    
    
    (1,561
    )Net loss attributable to
common
stockholders
    
    $
    (7,565
    )
    
    $
    (4,969
    )
    
    $
    (16,631
    )
    
    $
    (9,219
    )Net loss per share  Basic
and diluted attributable to
common stockholders
    
    $
    (0.42
    )
    
    $
    (3.19
    )
    
    $
    (1.20
    )
    
    $
    (5.92
    )Weighted average common
shares outstanding  Basic
and diluted
    
    
    18,106
    
    
    
    1,556
    
    
    
    13,809
    
    
    
    1,556
   2




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##### Table of Contents



MAKO SURGICAL CORP.
 
 Condensed Statements of Cash Flows
 Six months ended June 30,2008
    
    
    2007Operating activities:Net loss
    
    $
    (16,066
    )
    
    $
    (7,511
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    615
    
    
    
    268Amortization of intangible assets
    
    
    330
    
    
    
    312Stock-based compensation
    
    
    2,059
    
    
    
    149Inventory write-down
    
    
    77
    
    
    
    8Accrued interest expense on deferred license fee
    
    
    45
    
    
    
    147Changes in operating assets and liabilities:Accounts receivable
    
    
    (703
    )
    
    
    526Inventory
    
    
    (1,538
    )
    
    
    (533
    )Due from related party
    
    
    29
    
    
    
    98Prepaid and other assets
    
    
    (110
    )
    
    
    (382
    )Other assets
    
    
    (53
    )
    
    
    Accounts payable
    
    
    (22
    )
    
    
    (244
    )Accrued compensation and employee benefits
    
    
    (472
    )
    
    
    (203
    )Other accrued liabilities
    
    
    (71
    )
    
    
    14Deferred cost of revenue
    
    
    (1,229
    )
    
    
    (2
    )Deferred revenue
    
    
    3,180
    
    
    
    (4
    )Net cash used in operating activities
    
    
    (13,929
    )
    
    
    (7,357
    )Investing activities:Purchase of investments
    
    
    (1,990
    )
    
    
    (14,133
    )Proceeds from sales and maturities of investments
    
    
    3,081
    
    
    
    5,160Acquisition of property and equipment
    
    
    (1,189
    )
    
    
    (726
    )Payment of deferred license fee on IBM license
    
    
    (4,000
    )
    
    
    Acquisition of intangible assets
    
    
    
    
    
    
    (450
    )Net cash used in investing activities
    
    
    (4,098
    )
    
    
    (10,149
    )Financing activities:Proceeds from initial public offering of common stock, net of underwriting
fees of $3,570
    
    
    47,430
    
    
    
    Deferred initial public offering costs
    
    
    (972
    )
    
    
    Proceeds from issuance of Series C redeemable convertible preferred stock,
net of stock issuance costs
    
    
    
    
    
    
    29,916Exercise of common stock options for cash
    
    
    29
    
    
    
    2Net cash provided by financing activities
    
    
    46,487
    
    
    
    29,918Net increase in cash and cash equivalents
    
    
    28,460
    
    
    
    12,412Cash and cash equivalents at beginning of period
    
    
    9,615
    
    
    
    2,108Cash and cash equivalents at end of period
    
    $
    38,075
    
    
    $
    14,520Supplemental disclosures of cash flow informationInterest paid
    
    $
    
    
    
    $
    5Non-cash investing and financing activities:Accretion of redeemable convertible preferred stock
    
    $
    44
    
    
    $
    147Accrued dividends on redeemable convertible preferred stock
    
    
    521
    
    
    
    1,561Conversion of redeemable convertible preferred stock into 10,945,080
common shares
    
    
    53,667
    
    
    
    Reclassification of accrued dividends on redeemable convertible preferred
stock to additional paid-in capital
    
    
    6,385
    
    
    
    Reclassification of deferred initial public offering costs to additional
paid-in capital
    
    
    3,700Interest on note receivable for common stock
    
    
    
    
    
    
    3
   3




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##### Table of Contents



MAKO SURGICAL CORP.
 
 Notes to Condensed Financial Statements
(Unaudited)
 1. Description of the Business
    2. Summary of Significant Accounting Policies
 Basis of Presentation
  Risks and Uncertainties
   4




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##### Table of Contents



Revenue Recognition
 Software
Revenue Recognition
     5




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##### Table of Contents



Revenue
Recognition
  Deferred Revenue and Deferred Cost of Revenue
  Intangible Assets
  Deferred Initial Public Offering Costs
  Net Loss Per Share
 Earnings per Share
 June 30,(in thousands)
    
    2008
    
    
    2007Stock options outstanding
    
    
    2,191
    
    
    
    1,263Warrants to purchase common stock
    
    
    463
    
    
    
    463Redeemable convertible preferred stock
    
    
    
    
    
    
    33,164
  6




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##### Table of Contents



Recent Accounting Pronouncements
 Fair Value Measurements
  
    
    Level 1 Inputs-Quoted prices for identical instruments in active markets.
    
    Level 2 Inputs-Quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
    
    Level 3 Inputs-Instruments with primarily unobservable value drivers.
  The Fair Value Option for
Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115
 Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in
Future Research and Development Activities
 Business Combinations
  7




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##### Table of Contents



Noncontrolling Interests in Consolidated
Financial Statements
 3. Short-Term Investments and Long-Term Investments
   As of June 30, 2008
 Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair(in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueShort-term investments:U.S. treasury bills
    
    $
    992
    
    
    $
    7
    
    
    $
    
    
    
    $
    999Certificates of deposit
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    35Total short-term investments
    
    
    1,027
    
    
    
    7
    
    
    
    
    
    
    
    1,034Long-term investments:Variable auction rate securities,
net of impairment charge of $63
    
    
    962
    
    
    
    
    
    
    
    
    
    
    
    962Total short and long-term investments
    
    $
    1,989
    
    
    $
    7
    
    
    $
    
    
    
    $
    1,996
 As of December 31, 2007
 Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair(in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueShort-term investments:Variable auction rate securities
    
    $
    1,550
    
    
    $
    
    
    
    $
    
    
    
    $
    1,550U.S. treasury bills
    
    
    1,505
    
    
    
    4
    
    
    
    
    
    
    
    1,509Certificates of deposit
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    25Total short-term investments
    
    $
    3,080
    
    
    $
    4
    
    
    $
    
    
    
    $
    3,084
   8




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##### Table of Contents



Fair Value Measurements at the Reporting Date UsingQuotedPrices inActive
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs(in thousands)
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Short-term investments:U.S. treasury bills
    
    $
    999
    
    
    $
    999
    
    
    $
    
    
    
    $
    Certificates of deposit
    
    
    35
    
    
    
    35
    
    
    
    
    
    
    
    Total short-term investments
    
    
    1,034
    
    
    
    1,034
    
    
    
    
    
    
    
    Long-term investments:Variable auction rate
securities, net of
impairment charge of $63
    
    
    962
    
    
    
    
    
    
    
    
    
    
    
    962Total short and long-term
investments
    
    $
    1,996
    
    
    $
    1,034
    
    
    $
    
    
    
    $
    962
    9




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##### Table of Contents



Fair Value Measurements UsingSignificant Unobservable InputsThree Months
    
    
    Six MonthsEnded
    
    
    Ended(in thousands)
    
    June 30, 2008
    
    
    June 30, 2008Balance at March 31, 2008 and
December 31, 2007,
respectively
    
    $
    1,487
    
    
    $
    Transfers into Level
3
    
    
    
    
    
    
    1,550Total losses realized included in
earnings
    
    
    
    
    
    
    (63
    )Sales/Redemptions
    
    
    (525
    )
    
    
    (525
    )Balance at June 30,
2008
    
    $
    962
    
    
    $
    962The total amount of gains or losses
for the period included in earnings
attributable to the change in
unrealized gains or losses relating
to assets still held at the
reporting date
    
    $
    
    
    
    $
    (63
    )
 4. Inventory
  June 30,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Raw materials
    
    $
    2,241
    
    
    $
    974Work-in-process
    
    
    504
    
    
    
    642Finished goods
    
    
    1,062
    
    
    
    730Total inventory
    
    $
    3,807
    
    
    $
    2,346
 5. Commitments and Contingencies
 IBM License Agreement
  Contingencies
    10




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##### Table of Contents



6. Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit)
 Redeemable Convertible Preferred Stock
  Common Stock
   Comprehensive Loss
  Stock Option Plans and Stock-Based Compensation
 Share-Based Payment
  11




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##### Table of Contents



Outstanding OptionsWeightedShares/Options
    
    
    
    
    
    
    AverageAvailable
    
    
    Number of
    
    
    Exercise(in thousands, except per share data)
    
    For Grant
    
    
    Options
    
    
    PriceBalance at December 31, 2007
    
    
    85
    
    
    
    1,917
    
    
    $
    4.81Shares reserved
    
    
    1,000
    
    
    
    
    
    
    $
    Options granted
    
    
    (323
    )
    
    
    323
    
    
    $
    8.87Options exercised
    
    
    
    
    
    
    (39
    )
    
    $
    0.76Options forfeited
    
    
    10
    
    
    
    (10
    )
    
    $
    7.51Balance at June 30, 2008
    
    
    772
    
    
    
    2,191
    
    
    $
    5.55
    12




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##### Table of Contents



Six Months Ended June 30,2008
    
    
    2007Risk-free interest rate
    
    
    3.44%  3.54
    %
    
    
    4.51%  4.96
    %Expected life
    
    6.25 years
    

    6.25 yearsExpected dividends
    
    
    
    
    
    
    Expected volatility
    
    
    56.49%  56.78
    %
    
    
    57.10%  60.00
    %
 Employee Stock Purchase Plan
  Warrants
  7. Income Taxes
 Accounting for Income
Taxes
  Accounting for Uncertainty in
Income Taxes
  13




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   MAKOplasty®, Tactile Guidance System and TGS, as well as the MAKO logo, whether
standing alone or in connection with the words MAKO Surgical Corp. are trademarks of MAKO
Surgical Corp.
 Overview
    14




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##### Table of Contents



 In January 2008, we obtained 510(k) marketing clearance from the FDA for version 1.2 of
our TGS and commercially launched version 1.2 of our TGS in the first quarter of 2008. In February 2008, we completed the IPO of our common stock, issuing a total of 5.1
million shares at an issue price of $10.00 per share, resulting in net proceeds to the Company
of approximately $43.7 million, after underwriting discounts and commissions of $3.6 million
and expenses of approximately $3.7 million. We are finalizing development of a TGS software application to enable a single
MAKO-branded unicompartmental implant system, combining our inlay and onlay system. We expect
to commercially introduce this software version 1.3 of our TGS and the MAKO-branded implant by
the end of 2008. We have received a 510(k) clearance for the MAKO-branded implant, and we do
not anticipate that TGS version 1.3 will require a 510(k) clearance. The functionality to
support the use of the MAKO-branded implant with the TGS was included and cleared as part of
version 1.2 of our TGS. We are currently developing version 2.0 of our TGS and our modular bicompartmental knee
implant system, which would enable both unicompartmental and bicompartmental knee resurfacing
procedures. We anticipate that we will commercially introduce version 2.0 of the TGS and the
bicompartmental implant system in the first half of 2009, subject to regulatory clearances or
approvals. If we were to be denied such clearances or approvals, if such clearances or
approvals were delayed or if the required development is unsuccessful or delayed, it could have
a material adverse impact on our results of operations. In the second quarter of 2008, we filed a 510(k) submission with the FDA for version 2.0
of our TGS. We also received a 510(k) clearance for our unicompartmental implant and a 510(k)
clearance for our patellofemoral implant, components of the intended bicompartmental implant
system.
  Factors Which May Influence Future Results of Operations
  Revenue
   15




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##### Table of Contents



Cost of Revenue
    Selling, General and Administrative Expenses
  Research and Development Expenses
   16




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##### Table of Contents



Critical Accounting Policies
  Results of Operations
 Comparison of the Three Months Ended June 30, 2008 to the Three Months Ended June 30, 2007
 Revenue.
 Cost of Revenue.
 Selling, General and Administrative.
 Research and Development.
  17




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##### Table of Contents



Depreciation and Amortization.
 Interest and Other Income.
 Interest and Other Expenses.
 Income Taxes.
 Comparison of the Six Months Ended June 30, 2008 to the Six Months Ended June 30, 2007
 Revenue.
 Cost of Revenue.
 Selling, General and Administrative.
 Research and Development.
  18




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##### Table of Contents



Depreciation and Amortization.
 Interest and Other Income.
 Interest and Other Expenses. Short-Term and Long-Term Investments
 Income Taxes.
 Liquidity and Capital Resources
 Six Months Ended June 30,(in thousands)
    
    2008
    
    
    2007Cash used in operating activities
    
    $
    (13,929
    )
    
    $
    (7,357
    )Cash used in investing activities
    
    
    (4,098
    )
    
    
    (10,149
    )Cash provided by financing activities
    
    
    46,487
    
    
    
    29,918Net increase in cash and cash equivalents
    
    $
    28,460
    
    
    $
    12,412
     19




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##### Table of Contents



Net Cash Used in Operating Activities
  Net Cash Used in Investing Activities
  Net Cash Provided by Financing Activities
  Operating Capital and Capital Expenditure Requirements
    20




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##### Table of Contents




    
    the revenue generated by sales of our current and future products;
    
    the expenses we incur in selling and marketing our products;
    
    the costs and timing of regulatory clearance or approvals for upgrades or changes to our
products;
    
    the rate of progress and cost of on-going development activities;
    
    the success of our on-going research and development efforts;
    
    the emergence of competing or complementary technological developments;
    
    the costs of filing, prosecuting, defending and enforcing any patent or license claims
and other intellectual property rights, or participating in litigation-related activities;
    
    the terms and timing of any collaborative, licensing, or other arrangements that we may
establish; and
    
    the acquisition of businesses, products and technologies, although we currently have no
understandings, commitments or agreements relating to any material transaction of this type.
 Contractual Obligations
   Recent Accounting Pronouncements
 Fair Value Measurements
  21




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
    
    Level 1 Inputs- Quoted prices for identical instruments in active markets.
    
    Level 2 Inputs- Quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
    
    Level 3 Inputs- Instruments with primarily unobservable value drivers.
  The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115,
 Accounting for Nonrefundable
Advance Payments for Goods or Services Received for Use in Future Research and Development
Activities
  Off-Balance Sheet Arrangements
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   22




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Item 4T. CONTROLS AND PROCEDURES.
    23




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PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS.
 Commitments and Contingencies
 
 Item 1A. RISK FACTORS.
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  Commitments and Contingencies
 
    
    Approximately $14.0  $20.0 million for the expansion of sales and marketing activities;
    
    Approximately $12.0  $18.0 million for continuation of research and development
activities; and
    
    The remainder to fund working capital and other general corporate purposes, including
the expenses associated with the IPO.
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   NOMINEE
    
    FOR
    
    
    WITHHELDS. Morry Blumenfeld, Ph.D.
    
    
    11,614,927
    
    
    
    544,848William D. Pruitt
    
    
    11,615,027
    
    
    
    544,748
   FOR
    
    AGAINST
    
    
    ABSTAIN12,156,114
    
    
    2,861
    
    
    
    800
 
 Item 6. EXHIBITS.
 ExhibitNo.
    
    Description3.1
    
    Third Amended and Restated Certificate of Incorporation of the
Registrant, dated February 20, 2008 (1)3.2
    
    Third Amended and Restated Bylaws of the Registrant effective as of
February 20, 2008 (1)4.1
    
    Second Amended and Restated Registration Rights Agreement, dated
February 6, 2007, between the Registrant and certain of its
stockholders (2)31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Exchange Act31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
of the Exchange Act32.1
    
    Certification of Chief Executive Officer pursuant to18 U.S.C. §135032.2
    
    Certification of Chief Financial Officer pursuant to18 U.S.C. §1350
 (1)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K filed with the SEC
on March 31, 2008(2)
    
    Incorporated by reference to Registrants Registration Statement on Form S-1, as
amended, filed with the SEC on September 19, 2007 
 SIGNATURES
  MAKO Surgical Corp.Date: August 8, 2008
    By:
    /s/ Fritz L. LaPorteFritz L. LaPorteSenior Vice President of Finance and Administration,
Chief Financial Officer and Treasurer  25




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EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Exchange Act31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
of the Exchange Act32.1
    
    Certification of Chief Executive Officer pursuant to18 U.S.C. §135032.2
    
    Certification of Chief Financial Officer pursuant to18 U.S.C. §1350
  26