0001354488-15-004549.txt : 20151006 0001354488-15-004549.hdr.sgml : 20151006 20151006152631 ACCESSION NUMBER: 0001354488-15-004549 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151006 DATE AS OF CHANGE: 20151006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VYCOR MEDICAL INC CENTRAL INDEX KEY: 0001424768 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 203369218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85173 FILM NUMBER: 151146064 BUSINESS ADDRESS: STREET 1: 6401 CONGRESS AVE STREET 2: SUITE 140 CITY: BOCA RATON, STATE: FL ZIP: 33487 BUSINESS PHONE: 562.558.2000 MAIL ADDRESS: STREET 1: 6401 CONGRESS AVE STREET 2: SUITE 140 CITY: BOCA RATON, STATE: FL ZIP: 33487 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUNTAINHEAD CAPITAL MANAGEMENT LTD CENTRAL INDEX KEY: 0001399726 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PORTMAN HOUSE HUE STREET STREET 2: ST HELIER CITY: JERSEY CHANNEL ISLANDS STATE: X0 ZIP: JE45RP BUSINESS PHONE: 44 0 1 534 630 112 MAIL ADDRESS: STREET 1: PORTMAN HOUSE HUE STREET STREET 2: ST HELIER CITY: JERSEY CHANNEL ISLANDS STATE: X0 ZIP: JE45RP SC 13D/A 1 vycr_sc13da.htm SC 13 D/A vycr_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D/A
(Rule 13d-101)
Thirteenth Amendment
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
 
VYCOR MEDICAL, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
 
92921M203
(CUSIP Number)
 
Fountainhead Capital Management Limited
1 Portman House, Hue Street
St. Helier, Jersey, Channel Islands JE4 5RP
+44 (0)1534 630112
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
September 30, 2015
(Date of Event which Requires Filing Statement on Schedule 13D)
 
 
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
 
 
 
 
 
CUSIP No. 92921M203
13D
  
  
1.
NAMES OF REPORTING PERSONS
 
Fountainhead Capital Management Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO (See Item 3 below)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Jersey, Channel Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER 6,447,817
8.
SHARED VOTING POWER 0
9.
SOLE DISPOSITIVE POWER  6,447,817
10.
SHARED DISPOSITIVE POWER 0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,447,817
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
49.9%
14.
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
EXPLANATORY NOTE
 
The purpose of this Schedule D filing is to update the ownership of Vycor Medical, Inc. (“the Company”) Common Stock, par value $0.0001 (“Vycor Common Shares”). On September 30, 2015 Vycor Medical, In. (“the Company”) issued 16,667 shares of Vycor Common Stock to Fountainhead in satisfaction of $ 30,000 of consulting fees due for the quarter ended September 30, 2015. As a result of such issue, Fountainhead’s previously-reporting holdings of Vycor Common Stock (including shares which it has the option to acquire within sixty (60) days of such date) were increased to a total of 6,447,817 shares, comprising ownership of 4,399,996 Vycor Common Shares and Warrants to purchase 2,047,821 Vycor Common Shares as follows: 343,411 shares at an exercise price of $1.88 per share prior to August 4, 2017; 397,140 shares at an exercise price of $2.05 per share prior January 2, 2017; 337,517 shares at an exercise price of $2.62 per share prior to August 4, 2017; 397,140 shares at an exercise price of $3.08 per share prior to January 2, 2017; and 572,613 shares at an exercise price of $3.08 per share prior to August 4, 2017 . Such shares, in the aggregate, comprise approximately 49.9% of the Company’s issued and outstanding shares of common stock, as adjusted for the exercise of such warrants.
 
This Schedule 13D is being filed by Fountainhead Capital Management Limited to disclose its ownership of approximately 49.9% of the Company’s outstanding Common Stock.
 
Item 1. Security and Issuer.
 
The name of the issuer is Vycor Medical, Inc., a Delaware corporation which has its principal offices at 6401 Congress Ave. Suite 140, Boca Raton, FL 33487. This statement relates to the Company’s common stock, $0.0001 par value per share.
 
Item 2. Identity and Background.
 
(a). This Schedule 13D is being filed by Fountainhead Capital Management Limited, a Jersey, C.I. corporation, which has its principal offices at Portman House, Hue Street, Jersey, Channel Islands, JE4 5RP (the “Reporting Person”).
 
During the last five years, the Reporting Person has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) 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.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Conversion of $ 30,000 of accrued fees due to Fountainhead by the Company
 
Item 4. Purpose of Transaction.
 
The Reporting Person received 16,667 shares of Vycor common stock
 
Except as set forth in this Schedule 13D, the Reporting Person has made no proposals, and has entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
 
Item 5. Interest in Securities of the Issuer.
 
(a)
The Reporting Person is the beneficial owner of 6,447,817 shares of the Company’s common stock, representing 49.9% of the outstanding shares of the Company’s common stock. Said amount includes all shares issuable to the Reporting Person on account of all Warrants held by the Reporting Person convertible or exercisable within sixty (60) days of the date of this report. Other than as described therein, the Reporting Person does not own any other securities of the Company. The holder believes the number of shares of the Company’s outstanding common stock to be 10,884,962 as of September 30, 2015.
 
 
 
 
 
(b)
The Reporting Person has the sole power to vote and dispose of the 6,447,817 shares, less the number of shares which are currently subject to issuance only upon the exercise of Warrants.
 
(c)
Except for the transactions described in the Explanatory Note above, the Reporting Person did not effect any transactions in the issuer’s securities within the past 60 days.
 
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Person’s securities.
 
(e)
Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Except as described in the Explanatory Note, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7. Material to be Filed as Exhibits.
 
None
 
SIGNATURES
 
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.
 
Dated:   October 6 , 2015
    
     
     
 
By:
/s/ Gisele Le Miere
 
Name: Gisele Le Miere, for and on behalf of Berwin Limited, Director
   
   
 
By:
/s/ Eileen O’Shea
 
Name: Eileen O’Shea, for and on behalf of Moulton imited, Director