0001145443-14-000319.txt : 20140310 0001145443-14-000319.hdr.sgml : 20140310 20140310164442 ACCESSION NUMBER: 0001145443-14-000319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140228 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140310 DATE AS OF CHANGE: 20140310 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34932 FILM NUMBER: 14681490 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 8-K 1 d31198.htm 8-K Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 28, 2014

 

Vycor Medical, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

333-149782

 

20-3369218

(State or Other Jurisdiction

 

(Commission File Number) 

 

(IRS Employer Identification No.)  

of Incorporation)

 

 

 

 


6401 Congress Ave., Suite 140

 

 

Boca Raton, FL.

 

33487

(Address of Principal Executive Offices) 

 

(Zip Code)

 

Registrant's telephone number, including area code: (561) 558-2000

 

(Former name or former address, if changed since last report)

                                                       

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)






Item 5.03 Amendments to Articles of Incorporation of Bylaws; change in Fiscal Year


On February 28, 2014, Vycor Medical, Inc. Filed a Certificate of Correction (“Certificate of Correction”) with the Secretary of State of the State of Delaware which corrected a Certificate of Amendment of Certificate of Incorporation of Vycor Medical, Inc. (“Certificate of Amendment”) which was filed with the Secretary of State of Delaware on January 11, 2013.  The Certificate of Correction was filed as as permitted by Section 103 of the General Corporation Law of the State of Delaware.

The inaccuracy or defect of the said Certificate of Amendment is that the Certificate of Amendment omitted to state that the corporation had taken action to reduce its authorized capital concurrent with the Reverse Stock Split described in the Certificate of Amendment.  In fact, the corporation had taken action to reduce the total number of shares of all classes of stock which the corporation shall have the authority to issue to 35,000,000 shares, of which 25,000,000 shares, par value $0.0001 shall be designated as Common Stock and 10,000,000 shares, par value $0.0001 shall be designated as Preferred Stock, with such reduction to be implemented concurrent with the effectiveness of the Reverse Split.

The Certificate of Correction provides that ARTICLE “FOURTH” of the Corporation’s Certificate of Incorporation shall be corrected by changing ARTICLE FOURTH, Subparagraph (a), in pertinent part, to read as follows:

“(a) Authorized Capital. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 35,000,000, of which 25,000,000 shares, par value of $0.0001 shall be designated as Common Stock ("Common Stock"), and 10,000,000 shares, par value of S0.0001, shall be designated as Preferred Stock ("Preferred Stock").”


Item 9.01

Financial Statements and Exhibits


(d)           Exhibits

  

3.1

Vycor Medical, Inc. Certificate of Correction filed on February 28, 2014




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: March 10, 2014

 

Vycor Medical, Inc.


/s/ David Cantor

By:  David Marc Cantor

Title:  President




 EX-3.1 2 d31198_ex3-1.htm EX-3.1 Converted by EDGARwiz

EXHIBIT 3.1



CERTIFICATE OF CORRECTION


STATE OF DELAWARE

CERTIFICATE OF CORRECTION


Vycor Medical, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.


DOES HEREBY CERTIFY:


1.

The name of the corporation is Vycor Medical, Inc.


2.

That a Certificate of Amendment of Certificate of Incorporation of Vycor Medical, Inc. was filed by the Secretary of State of Delaware on January 11, 2013 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.


3.

The inaccuracy or defect of said Certificate is that the Certificate omitted to state that the corporation had taken action to reduce its authorized capital concurrent with the Reverse Stock Split described in the Certificate.  In fact, the corporation had taken action to reduce the total number of shares of all classes of stock which the corporation shall have the authority to issue to 35,000,000 shares, of which 25,000,000 shares, par value $0.0001 shall be designated as Common Stock and 10,000,000 shares, par value $0.0001 shall be designated as Preferred Stock, with such reduction to be implemented concurrent with the effectiveness of the Reverse Split.

 

4.

Paragraph 2 of the Certificate is corrected to read as follows:


ARTICLE “FOURTH” of the Corporation’s Certificate of Incorporation shall be amended by changing ARTICLE FOURTH, Subparagraph (a) to read as follows:


“(a) Authorized Capital. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 35,000,000, of which 25,000,000 shares, par value of $0.0001 shall be designated as Common Stock ("Common Stock"), and 10,000,000 shares, par value of S0.0001, shall be designated as Preferred Stock ("Preferred Stock").”

ARTICLE "FOURTH" of the Corporation's Certificate of Incorporation shall be amended to include the following language to the end of such PARAGRAPH "FOURTH", subject to compliance with applicable law:

"Upon the filing and effectiveness (the "Effective Time") pursuant to the Delaware General Corporation Law of this amendment to the Corporation's Certificate of Incorporation, as amended, each 150 shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the




Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the "Reverse Stock Split"); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above."


The effective date of this Amendment (“Effective Date”) is January 11, 2013.  From and after the Effective Date, the amount of capital represented by the Common Stock immediately after the Effective Date shall be the same as the amount of capital represented by such shares immediately prior to the Effective Date.


IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 27th day of February, 2014.


By:  /s/ David Cantor


Name:  David Cantor

Title:  President