SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Ambient Corporation

————————————————————————————————————

(Name of Issuer)

Common Stock

————————————————————————————————————

(Title of Class of Securities)

02318N201

————————————————————————————————————

(CUSIP Number)

Keith Hughes

Vicis Capital, LLC

445 Park Avenue, Suite 1043

New York, NY 10022

(212) 909-4600

————————————————————————————————————

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2014

————————————————————————————————————

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

1

CUSIP No. 02318N201

1.	Names of Reporting Persons.
	Vicis Capital, LLC
	45-0538105
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)       ¨
	(b)       ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO — funds of its advisory client
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                  ¨
6.	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		10,097,083
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		10,097,083

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	10,097,083
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                                    ¨
13.	Percent of Class Represented by Amount in Row (11)
	57.8%
14.	Type of Reporting Person (See Instructions)
	IA

2

CUSIP No. 02318N201

1.	Names of Reporting Persons.
	John Succo
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)       ¨
	(b)       ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                  ¨
6.	Citizenship or Place of Organization
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		10,097,083
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		10,097,083

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	10,097,083
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                                    ¨
13.	Percent of Class Represented by Amount in Row (11)
	57.8%
14.	Type of Reporting Person (See Instructions)
	IN

3

CUSIP No. 02318N201

1.	Names of Reporting Persons.
	Sky Lucas
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)       ¨
	(b)       ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                  ¨
6.	Citizenship or Place of Organization
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		10,097,083
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		10,097,083

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	10,097,083
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                                    ¨
13.	Percent of Class Represented by Amount in Row (11)
	57.8%
14.	Type of Reporting Person (See Instructions)
	IN

4

Item 1. Security and Issuer

The securities to which this Schedule 13D (the “Schedule”) relates are shares of common stock, par value $0.001 per share (the “Common Stock”), of Ambient Corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 7 Wells Avenue, Newton, Massachusetts 02459.

Item 2. Identity and Background

(a) The names of the reporting persons are Vicis Capital, LLC (“Vicis”), and each of its two members, John Succo and Sky Lucas (collectively the “Reporting Persons”). All 10,097,083 shares reported on this Schedule are held directly by Vicis Capital Master Fund, for which Vicis Capital, LLC acts as investment advisor. Each of the Reporting Persons may be deemed to beneficially own such 10,097,083 shares within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of, in the case of Vicis, the voting and dispositive power over such shares granted by Vicis Capital Master Fund to Vicis Capital, LLC, and, in the case of each of Messrs. Succo and Lucas, their membership interests in Vicis.

(b) The business address of each of the Reporting Persons is 445 Park Avenue, Suite 1043, New York, NY 10022.

(c) Vicis is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that provides investment advisory services to the Fund. Mr. Succo is a member and the Chief Investment Officer of Vicis. Mr. Lucas is a member and the Head of Global Convertible Arbitrage of Vicis.

(d) None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Vicis is a limited liability company organized under the laws of the state of Delaware. Each of Messrs. Succo and Lucas is a citizen of the United States.

5

Item 3. Source and Amount of Funds or Other Consideration

The Fund previously acquired, and the Reporting Persons are deemed to own, 10,097,083 shares of Common Stock.

Item 4. Purpose of Transaction.

Vicis, on behalf of the Fund, has acquired and disposed of the Common Stock for investment purposes in the ordinary course of its business pursuant to specified investment objectives of the Fund.

In connection with a July 31, 2007, purchase by the Fund from the Issuer of a certain Senior Secured Convertible Promissory Note, the Fund acquired the right, until such time as the Fund’s fully diluted ownership of the Issuer is less than 10%, to designate one member of the Issuer’s Board of Directors, or, in the event that the number of directors on the Issuer’s Board of Directors is greater than five (5), the right to designate the number of members of the Issuer’s Board of Directors equal to the product (such product rounded up) of (x) the Fund’s fully diluted ownership of the Issuer, multiplied by (y) the total number of directors of the Issuer. The Fund has not designated any individual to serve as a member of the Issuer’s Board of Directors pursuant to such right at this time, though it has done so in the past.

On June 30, 2014, a member of Vicis resigned from Vicis, and as a result of such resignation each of Messrs. Lucas and Succo may be deemed to have acquired beneficial ownership of the Common Stock as of such date.

Vicis and representatives of Vicis and the Fund have had discussions with senior management of the Issuer and may in the future have such discussions concerning ways in which the Issuer could maximize shareholder value.

Except as set forth in this Item 4, none of the Reporting Persons has any present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act, but will continue to review this position based upon further developments.

As permitted by law, the Reporting Persons may purchase shares of Common Stock or other securities convertible, exchangeable or exercisable into Common Stock or dispose of any or all of such securities from time to time in the open market, in privately negotiated transactions, or otherwise, depending upon future evaluation of the Issuer and upon other developments, including general economic and stock market conditions.

Item 5. Interest in Securities of the Issuer

(a) All 10,097,083 shares reported on this Schedule are held directly by Vicis Capital Master Fund, for which Vicis Capital, LLC acts as investment advisor. Each of the Reporting Persons may be deemed to beneficially own such 10,097,083 shares within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of, in the case of Vicis, the voting and dispositive power over such shares granted by Vicis Capital Master Fund to Vicis Capital, LLC, and, in the case of each of Messrs. Succo and Lucas, their membership interests in Vicis. The voting and dispositive power granted to Vicis Capital, LLC by Vicis Capital Master Fund may be revoked at any time. Each of the Reporting Persons disclaims beneficial ownership of any shares reported on this Schedule.

6

The foregoing 10,097,083 shares of Common Stock represent approximately 57.8% of the Issuer’s outstanding Common Stock (based upon 17,480,977 shares of Common Stock outstanding at May 14, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2014, for the quarter ended March 31, 2014).

(b) For information on voting and dispositive power with respect to the above-listed shares, see Items 7-10 of the Cover Pages.

(c) Except as disclosed in Item 3 of this Schedule, none of the Reporting Persons has effected any transaction in the Common Stock in the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

On August 12, 2013, the Fund and the Issuer entered into a financing arrangement pursuant to a Note Purchase Agreement. Under the terms of the Note Purchase Agreement, the Fund agreed to fund up to $5,000,000 cash to the Issuer, funded in increments of $500,000 each time prior to June 30, 2014 that the Issuer certifies to the Fund that its available cash falls below $500,000, in exchange for which the Fund would receive a senior secured note (payable solely in cash and not convertible into equity securities of the Issuer) due June 30, 2014, and bearing interest at 12%. On June 27, 2014, the parties extended the financing arrangement to September 30, 2014, subject to the achievement of certain transaction milestones by the Issuer. No amounts have been funded to the Issuer pursuant to this arrangement as of the date hereof.

Item 7. Material to Be Filed as Exhibits

Ex. 99.1	Note Purchase Agreement by and between the Fund and the Issuer dated as of August 12, 2013 (Incorporated herein by reference to Exhibit 10.5 of the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2013)
Ex. 99.2	Security Agreement by and between the Fund and the Issuer dated as of August 12, 2013 (Incorporated herein by reference to Exhibit 10.6 of the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2013)
Ex. 99.3	Form of Senior Secured Note ((Incorporated herein by reference to Exhibit 4.1 of the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2013)
Ex. 99.4	First Amendment to the Note Purchase Agreement by and between the Fund and the Issuer, dated as of June 27, 2014
Ex. 99.5	Joint Filing Agreement and Power of Attorney among Vicis Capital, LLC, Vicis Capital Master Fund, John Succo, and Sky Lucas

7

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VICIS CAPITAL, LLC

July 15, 2014

———————————————————————

Date

By:	/s/ Andrew Comito
	———————————————————————
	Name: Andrew Comito
	Title: Compliance Officer*

* Executed pursuant to the authorization of the members of Vicis Capital, LLC attached as Attachment A to the Schedule 13D/A previously filed with the SEC by Vicis Capital, LLC with respect to the Amacore Group, Inc. on October 1, 2009.

JOHN SUCCO

July 15, 2014

———————————————————————

Date

By:	/s/ Andrew Comito
	———————————————————————
	Andrew Comito, as power of attorney for John Succo

SKY LUCAS

July 15, 2014

———————————————————————

Date

By:	/s/ Andrew Comito
	———————————————————————
	Andrew Comito, as power of attorney for Sky Lucas

8

EX-99.5

JOINT FILING AGREEMENT AND

POWER OF ATTORNEY

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to jointly file on behalf of each of them a statement on Schedule 13D or 13G with respect to the Common Stock,par value $0.001 per share, of Ambient Corporation, which may be beneficially owned by each of them, and any filings required under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to such shares, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D or under Section 16 of the Exchange Act shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D or 13G and filings under Section 16 of the Exchange Act and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. Notwithstanding the foregoing, any of John Succo, Sky Lucas, Keith Hughes, or Andrew Comito is hereby authorized to act as a representative of the signatories hereof for purposes of effecting any Schedule 13D filing or amendment thereof, or any other SEC ownership filing (including without limitation under Section 16 of the Exchange Act) which may relate hereto.

The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13D or under Section 16 of the Exchange Act by reason of entering into this Joint Filing Agreement. Further, the undersigned shall not be deemed to admit membership in a group by reason of entering into this Joint Filing Agreement.

In addition, the undersigned each desire to constitute and appoint each of John Succo, Sky Lucas, Andrew Comito, and Keith Hughes, signing singly and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a member of Vicis Capital, LLC (“Vicis”), Schedule 13D, 13G, and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), Form 144 in accordance with Rule 144 under the Securities Act of 1933 (“Rule 144”) and any amendments thereto and any other forms or reports, including, but not limited to, a Form ID, that the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities held by Vicis for which the undersigned may be deemed to possess beneficial ownership;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, 13G, and Form 3, 4 or 5, Form 144 or other form or report, complete and execute any amendment or amendments thereto and timely file such form or report with the Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Regulation 13D under the Exchange Act, Section 16 of the Exchange Act or Rule 144.

This Power of Attorney revokes any previous Power of Attorney for the purposes set forth herein and shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by Vicis unless expressly revoked before that time.

This Joint Filing Agreement and Power of Attorney may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

[Signatures Next Page]

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement and Power of Attorney as of this 10th day of July, 2014.

VICIS CAPITAL MASTER FUND
By:	Vicis Capital, LLC,
	its investment advisor
	/s/ Keith W. Hughes
	By: Keith W. Hughes
	Its: CFO
VICIS CAPITAL, LLC
/s/ Keith W. Hughes
By:	Keith W. Hughes
Its:	Chief Financial Officer
	Vicis Capital, LLC
JOHN SUCCO
/s/ John Succo
SKY LUCAS
/s/ Sky Lucas