x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
20-3369218 |
||||||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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6401 Congress Ave., Suite 140, Boca Raton, FL 33487 (Address of principal executive offices) (Zip Code) |
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Registrants telephone Number: (561) 558-2000 |
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Securities registered pursuant to section 12(g) of the Act: |
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Common Stock par value $.0001 |
Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting
company) |
Smaller reporting company x |
Page | ||||||||||
PART I |
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Item 1. |
Business |
3 | ||||||||
Item 1A |
Risk Factors |
12 | ||||||||
Item 1B |
Unresolved Staff Comments |
12 | ||||||||
Item 2. |
Properties |
12 | ||||||||
Item 3. |
Legal Proceedings |
12 | ||||||||
Item 4. |
Mine Safety Disclosures |
12 | ||||||||
PART II |
||||||||||
Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
|
13 | ||||||||
Item 6 |
Selected Financial Data |
19 | ||||||||
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operation |
19 | ||||||||
Item 7A |
Quantitative and Qualitative Disclosures About Market Risk |
24 | ||||||||
Item 8. |
Financial Statements and Supplementary Data |
24 | ||||||||
Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
26 | ||||||||
Item 9A. |
Controls and Procedures |
26 | ||||||||
Item 9B. |
Other Information |
27 | ||||||||
PART III |
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Item 10. |
Directors, Executive Officers, Promoters and Corporate Governance |
31 | ||||||||
Item 11. |
Executive Compensation |
34 | ||||||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
36 | ||||||||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
37 | ||||||||
Item 14. |
Principal Accountant Fees and Services |
38 | ||||||||
PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
39 | ||||||||
SIGNATURES |
40 |
|
Vycor Medical manufactures and distributes the ViewSite Brain Access System (VBAS), a suite of clear cylindrical disposable devices used to access target sites such as tumors within the brain and which provide a working channel during neurosurgery for their removal. The FDA 510(k) cleared system provides a minimally invasive approach into the brain, offering clinical advantages that have been validated in various peer-reviewed articles and have enabled previously inoperable procedures to take place, thereby saving and changing lives. |
|
NovaVision provides vision solutions targeted at a large and previously un-addressed market of people who have lost their sight as a result of Stroke or Traumatic Brain Injury (neurological brain damage). NovaVision addresses a significant target market, estimated at approximately $2 billion in the U.S. and over $13 billion globally, and has the only 510(k) cleared therapy targeted at the restitution of this type of vision loss. NovaVision has a broad portfolio of therapies that both restore lost vision and address other neurologically-induced vision issues. The Companys lead Vision Restoration Therapy (VRT) while underpinned by significant clinical data is in development and not fully commercialized. Completion of the VRT development work is anticipated during 2014 |
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Usage of a Minimally Invasive Tubular Retraction System for Deep-Seated Tumors in Pediatric Patients in Journal of Neurosurgery in May 2011: Pediatrics. Co-authors Pablo Recinos, M.D., of the Cleveland Clinic and George Jallo, M.D., of Johns Hopkins University conclude that while access to deep-seated, intra-axial tumors is challenging, the ViewSite tubular retractor and frameless neuro navigation facilitated the surgical approach and the combination of these technologies adds to the surgeons armamentarium to safely approach tumors in deep locations. |
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Vycor Viewsite TC: Endoscope-guided Intraparenchimal Brain Tumor Resection, by Daniel Prevedello, M.D., Director of the Minimally Invasive Cranial Surgery Program at the Ohio State University. Dr Prevedello reported on a case with a patient taking Avastin®, which delays surgical wound healing. He said the Viewsite TC was essential to the surgery; otherwise, no procedure could have been performed on the patient. |
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Minimally Invasive Trans-Portal Resection of Deep Intracranial Lesions in Minimally Invasive Neurosurgery, February 2011 a Johns Hopkins University paper by lead author A. Quinones Hinojosa. The authors reported a case series of 9 adult and pediatric patients with a variety of pathologies, including colloid cyst, DNET, papillary pineal tumor, anaplastic astrocytoma, toxoplasmosis and lymphoma. The locations of the lesions approached included: lateral ventricle, basal ganglia, pulvinar/posterior thalamus and insular cortex. Post-operative imaging was assessed to determine extent of resection and extent of white matter damage along the surgical trajectory. Satisfactory resection or biopsy was obtained in all patients. VBAS lends itself well to minimally invasive microsurgical approaches and can be used in combination with modern navigational systems. The use of navigation permits not only the creation of a smaller craniotomy but also facilitates the creation of a trajectory that provides efficient and safe means for splitting white fiber tracts, said the authors. |
1. |
Increased U.S. market penetration through broader hospital coverage and targeted direct physician marketing. |
2. |
Provision of more Clinical and Scientific Data supporting not only the products superiority over the blade retractor but also to demonstrate the products potential for cost savings. |
3. |
International Market Growth Vycor Medicals strategy is to target those countries or regions internationally where it has patent protection and either has or can obtain regulatory approval. Focus markets are: larger European markets, Russia, China, Japan and India. |
4. |
New Product Development New Product Development is targeted at both driving the use of its existing VBAS product range through ancillaries that will facilitate the products use and through new product extensions to broaden VBAS applicability to procedures currently not addressed by the existing product line, including an image-guided system fully compatible device. |
|
Restoration of Vision: NovaVisions VRT and Sight Sciences Neuro-Eye Therapy (NeET), which aim to improve visual sensitivity. VRT delivers a series of light stimuli along the border of the patients visual field loss. These programmed light sequences stimulate the border zone between the seeing and blind visual fields, repetitively challenging the visual cortex in the border zone with mulitple stimuli over the course of time. NeET targets deep within the blind area by repeated stimulation, allowing patients to detect objects within the blind field. VRT is the only 510(k) cleared therapy targeted at the restitution of this type of Vision loss. |
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NeuroEyeCoach: re-trains ability of a patient to move their eyes, re-integrate left and right vision and to make the most of their remaining visual field |
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Approximately 70% of patients experience positive outcome reflected by an increase in their visual field and studies have indicated an average increase of 4.9 degrees (Mueller I, Mast H, Sabel BA (2007), Romano JG 2008). |
|
Elapsed time since injury does not seem to impact VRT and NeET therapies success. Therefore, a massive historical backlog of patients can potentially be treated (Romano JG, Schulz P, Kenkel S, Todd DP (2008)). |
|
Improvements are permanent and do not appear to be age or gender dependent. |
|
Age at the onset of the injury is not a critical factor, allowing access to the therapy by both young and older adults with brain injuries (Romano JG, Schulz P, Kenkel S, Todd DP (2008)). |
1. |
Reduced Cost and Greater scalability; enabled by a completely new therapy delivery mechanism moving away from hardware based to an asset light software solution allowing significant cost savings, which will be passed onto the patients. This different delivery mechanism and significant business process streamlining of currently largely manual tasks will enable NovaVision to provide an affordable and scalable therapy and thus service much a larger number of patients. |
2. |
Introduction of a new therapy module into the patients overall visual rehabilitation therapy regime that will provide additional functional benefits to patients who undergo the regime; this new therapy module, NeuroEyeCoach, is a new saccadic training program which is highly complementary to VRT and will ensure that more patients will receive greater benefit from the overall NovaVision therapy regime. |
3. |
New Potential Licensing model targeted at Rehabilitation Centers. Management is also in the advanced stages of exploring a leasing model under which NovaVision would lease a diagnostic-only VRT device to a rehabilitation center for a monthly fee. The center, be it in-patient or out-patient, would be able to efficiently screen its patients on their own for visual field deficits. NovaVision would receive leasing fees and benefit from incremental patient flow from referrals when they leave the center. |
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Fully Quality Assurance System Directive 93/42/EEC for Medical Devices, Annex II (3) |
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EC Design-Examination Certificate Directive 93/42/EEC for Medical Devices, Annex II (4) |
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ISO 13485.2003 |
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quality system regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process; |
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labeling regulations, which prohibit the promotion of products for unapproved or off-label uses and impose other restrictions on labeling; and |
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medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur. |
Period |
|
High |
|
Low |
||||||
---|---|---|---|---|---|---|---|---|---|---|
January 1, 2012 March 31, 2012 |
$ | 3.00 | $ | 2.10 | ||||||
April 1, 2012 June 30, 2012 |
$ | 3.30 | $ | 1.50 | ||||||
July 1, 2012 September 30, 2012 |
$ | 3.30 | $ | 1.65 | ||||||
October 1, 2012 December 31, 2012 |
$ | 2.67 | $ | 1.12 | ||||||
January 1, 2013 March 31, 2013 |
$ | 2.10 | $ | 1.14 | ||||||
April 1, 2013 June 30, 2013 |
$ | 2.95 | $ | 2.00 | ||||||
July 1, 2013 September 30, 2013 |
$ | 2.69 | $ | 1.80 | ||||||
October 1, 2013 December 31, 2013 |
$ | 2.70 | $ | 1.90 |
Name of Purchaser |
|
Issue Date |
|
Security |
|
Shares |
|
Consideration |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ALVARO PASCUAL-LEONE, M.D. |
2/13/13 |
Common |
926 | Consulting Services |
||||||||||||||
JOSEF ZIHL |
2/13/13 |
Common |
926 | Consulting Services |
||||||||||||||
SEAN CAMPBELL |
4/5/13 |
Common |
7,408 | Conversion of Pref Stock |
||||||||||||||
KENNETH T COVIELLO |
4/5/13 |
Common |
15,864 | Conversion of Pref Stock |
||||||||||||||
GREENBRIDGE CAPITAL PARTNERS IV LLC |
4/5/13 |
Common |
22,223 | Conversion of Pref Stock |
||||||||||||||
NEIL A WEISS |
4/5/13 |
Common |
14,815 | Conversion of Pref Stock |
||||||||||||||
JASON J S BARTON |
4/12/13 |
Common |
1,646 | Consulting Services |
||||||||||||||
OSCAR BRONSTHER |
4/12/13 |
Common |
2,632 | Board Fees |
||||||||||||||
STEVEN GIRGENTI |
4/12/23 |
Common |
2,632 | Board Fees |
||||||||||||||
JOSE ROMANO |
4/12/13 |
Common |
1,646 | Consulting Services |
||||||||||||||
ROBERT J NEBORSKY & SANDRA S NEBORSKY LIVING TRUST |
4/19/13 |
Common |
29,630 | Conversion of Pref Stock |
||||||||||||||
SKRILOFF FAMILY IRREVOCABLE TRUST FBO OLIVIA SKRILOFF |
4/19/13 |
Common |
1,482 | Conversion of Pref Stock |
||||||||||||||
SKRILOFF FAMILY IRREVOCABLE TRUST FBO SAMUEL SKRILOFF |
4/19/13 |
Common |
1,482 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS MASTER LP |
4:23/13 |
Common |
10,370 | Conversion of Pref Stock |
||||||||||||||
HEATHER VINAS |
4/26/13 |
Common |
32,152 | Stock Option Exercise |
||||||||||||||
KENNETH T COVIELLO |
4/29/13 |
Common |
15,863 | Stock Option Exercise |
||||||||||||||
RED SQUARE FUND ONE (SPC) |
4/29/13 |
Common |
88,889 | Conversion of Pref Stock |
||||||||||||||
ALVARO PASCUAL-LEONE, M.D. |
5/1/13 |
Common |
662 | Consulting Services |
||||||||||||||
JOSEF ZIHL |
5/1/13 |
Common |
1,335 | Consulting Services |
||||||||||||||
ALEX PARTNERS LLC |
5/3/13 |
Common |
93,333 | Consulting Services |
||||||||||||||
PETER BUBENZER |
5/9/13 |
Common |
36,000 | Warrant Exercise |
||||||||||||||
STEPHEN KUPPERSERG |
5/9/13 |
Common |
12,625 | Warrant Exercise |
||||||||||||||
ONE EAST PARTNERS MASTER LP |
5/16/13 |
Common |
5,926 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS OPPORTUNITY LP |
5/16/13 |
Common |
7,400 | Conversion of Pref Stock |
||||||||||||||
DANIEL SCHNEIDERMAN |
5/21/13 |
Common |
6,667 | Conversion of Pref Stock |
||||||||||||||
KENNETH T COVIELLO |
5/29/13 |
Common |
15,863 | Stock Option Exercise |
||||||||||||||
ONE EAST PARTNERS MASTER LP |
6/4/13 |
Common |
10,371 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS OPPORTUNITY LP |
6/4/13 |
Common |
5,187 | Conversion of Pref Stock |
||||||||||||||
MILLENNIUM TRUST COHPANY LLC FB0 HERBERT KLEI IRA |
6/5/13 |
Common |
25,250 | Warrant Exercise |
||||||||||||||
RB BRILL ZW BRILL JTTEN |
6/10/13 |
Common |
25,250 | Warrant Exercise |
Name of Purchaser |
|
Issue Date |
|
Security |
|
Shares |
|
Consideration |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
MARC COHEN |
6/10/13 |
Common |
50,500 | Warrant Exercise |
||||||||||||||
ONE EAST PARTNERS MASTER LP |
6/16/13 |
Common |
13,334 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS OPPORTUNITY LP |
6/10/13 |
Common |
7,408 | Conversion of Pref Stock |
||||||||||||||
CORE CAPITAL IV TRUST |
6/11/13 |
Common |
22,222 | Conversion of Pref Stock |
||||||||||||||
CORE CAPITAL IV TRUST |
6/11/13 |
Common |
22,223 | Conversion of Pref Stock |
||||||||||||||
JASON J S BARTON |
6/13/13 |
Common |
926 | Consulting Services |
||||||||||||||
OSCAR BRONSTHER |
6/13/13 |
Common |
1,482 | Board Fees |
||||||||||||||
STEVEN GIRGENTI |
6/13/13 |
Common |
1,482 | Board Fees |
||||||||||||||
JOSE ROMANO |
6/13/13 |
Common |
926 | Consulting Services |
||||||||||||||
ROBERT M BERNSTEIN |
6/20/13 |
Common |
7,408 | Conversion of Pref Stock |
||||||||||||||
ROBERT J KOCH |
7/1/13 |
Common |
12,625 | Conversion of Pref Stock |
||||||||||||||
JASON J S BARTON |
7/3/13 |
Common |
673 | Consulting Services |
||||||||||||||
OSCAR BRONSTHER |
7/3/13 |
Common |
2,155 | Board Fees |
||||||||||||||
STEVEN GIRGENTI |
7/3/13 |
Common |
2,155 | Board Fees |
||||||||||||||
JOSE ROMANO |
7/3/13 |
Common |
673 | Consulting Services |
||||||||||||||
LOWELL RUSH |
7/3/13 |
Common |
1,078 | Board Fees |
||||||||||||||
GARDEN STATE SECURITIES INC |
7/8/13 |
Common |
15,000 | Consulting Services |
||||||||||||||
ANDREW MITCHELL |
7/31/13 |
Common |
7,403 | Conversion of Pref Stock |
||||||||||||||
ALVARO PASCUAL-LEONE, H.D. |
8/2/13 |
Common |
659 | Consulting Services |
||||||||||||||
JOSEF ZIHL |
8/2/13 |
Common |
1,319 | Consulting Services |
||||||||||||||
THE DEL MAR CONSULTING GROUP INC |
8/7/13 |
Common |
7,200 | Consulting Services |
||||||||||||||
ALEX PARTNERS LLC |
8/7/13 |
Common |
4,800 | Consulting Services |
||||||||||||||
THE DEL MAR CONSULTING GROUP INC |
9/13/13 |
Common |
3,600 | Consulting Services |
||||||||||||||
ALEX PARTNERS LLC |
9/13/13 |
Common |
2,400 | Consulting Services |
||||||||||||||
DUANE J RENFRO |
9/16/13 |
Common |
14,815 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS MASTER LP |
9/23/13 |
Common |
13,334 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS OPPJRTUNITY LP |
9/23/13 |
Common |
7,408 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS MASTER LP |
9/27/13 |
Common |
13,334 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS OPPORTUNITY LP |
2/27/13 |
Common |
7,403 | Conversion of Pref Stock |
||||||||||||||
JASON J S BARTON |
10/3/13 |
Common |
756 | Consulting Services |
||||||||||||||
OSCAR BRONSTHER |
10/3/13 |
Common |
2,419 | Board Fees |
||||||||||||||
STEVEN GIRGENTI |
10/3/13 |
Common |
2,419 | Board Fees |
||||||||||||||
JOSE ROMANO |
10/3/13 |
Common |
756 | Consulting Services |
||||||||||||||
LOWELL RUSH |
10/3/13 |
Common |
1,814 | Board Fees |
||||||||||||||
EDWARD KIMMELMAN |
10/18/13 |
Common |
15,189 | Conversion of Pref Stock |
Name of Purchaser |
|
Issue Date |
|
Security |
|
Shares |
|
Consideration |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ALVARO PASCUAL-LEONE, M.D. |
11/1/13 |
Common |
744 | Consulting Services |
||||||||||||||
JOSEF ZIHL |
11/1/13 |
Common |
1,488 | Consulting Services |
||||||||||||||
ONE EAST PARTNERS OPPORTUNITIES LP |
11/18/13 |
Common |
5,186 | Conversion of Pref Stock |
||||||||||||||
ONE EAST PARTNERS OPPORTUNITIES LP |
12/5/13 |
Common |
11,852 | Conversion of Pref Stock |
||||||||||||||
THE DEL MAR CONSULTING GROUP INC |
12/9/13 |
Common |
33,000 | Consulting Services |
||||||||||||||
ALEX PARTNERS LLC |
12/9/13 |
Common |
27,000 | Consulting Services |
||||||||||||||
JASON J S BARTON |
1/2/14 |
Common |
717 | Consulting Services |
||||||||||||||
OSCAR BRONSTHER |
1/2/14 |
Common |
2,294 | Board Fees |
||||||||||||||
STEVEN GIRGENTI |
1/2/14 |
Common |
2,294 | Board Fees |
||||||||||||||
JOSE ROMANO |
1/2/14 |
Common |
717 | Consulting Services |
||||||||||||||
LOWELL RUSH |
1/2/14 |
Common |
1,720 | Board Fees |
||||||||||||||
MARK ABRAMS |
1/3/14 |
Common |
83,334 | $150,000 |
||||||||||||||
THEODORE SISLEY JR |
1/3/14 |
Common |
11,112 | $20,000 |
||||||||||||||
BOB BRIDGES |
1/3/14 |
Common |
13,889 | $25,000 |
||||||||||||||
MARIO DELLAERA |
1/3/14 |
Common |
83,334 | $150,000 |
||||||||||||||
FOUNTAINHEAD CAPITAL MANAGEMENT LTD |
1/3/14 |
Common |
792,523 | Debt Conversion |
||||||||||||||
NICHOLAS P GIORDANO |
1/3/14 |
Common |
33,334 | $60,000 |
||||||||||||||
DALE E HERBRANSON |
1/3/14 |
Common |
11,112 | $20,000 |
||||||||||||||
PAUL IACOBELLO & GINA IACOBELLO JT TEN |
1/3/14 |
Common |
11,112 | $20,000 |
||||||||||||||
WILLIAM MATHIAS |
1/3/14 |
Common |
13,889 | $25,000 |
||||||||||||||
MICK MCLOUGHLIN |
1/3/14 |
Common |
111,112 | $200,000 |
||||||||||||||
LOBERT MORONEY & CAROLE R MORONEY JTTN |
1/3/14 |
Common |
13,889 | $25,000 |
||||||||||||||
RBC CAPITAL MARKETS CORP FBO MICHAEL BEHAR ROTH IRA |
1/3/14 |
Common |
40,000 | $72,000 |
||||||||||||||
RBC CAPITAL MARKETS LLC CUST FB0 DENNIS ABRAMS IRA |
1/3/14 |
Common |
22,223 | $40,000 |
||||||||||||||
RBC CAPITAL MARKETS LLC CUST FB0 FRANCIS ALTIERI IRA |
1/3/14 |
Common |
10,000 | $18,000 |
||||||||||||||
RBC CAPITAL MARKETS LLC FB0 STEVEN JENKINS IRA |
1/3/14 |
Common |
19,445 | $35,000 |
||||||||||||||
RBC CAPITAL MARKETS LLC FBO KENNETH W PILEGGI IRA |
1/3/14 |
Common |
8,000 | $14,400 |
||||||||||||||
RBC CAPITAL MARKETS LLC FBO DENNIS ABBOTT IRA |
1/3/14 |
Common |
13,889 | $25,000 |
||||||||||||||
DONALD J RICHARDS |
1/3/14 |
Common |
50,000 | $90,000 |
||||||||||||||
DUNCAN SCOTT |
1/3/14 |
Common |
16,667 | $30,000 |
Name of Purchaser |
|
Issue Date |
|
Security |
|
Shares |
|
Consideration |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
GLENN RICHARD SKUTT & LESLEY HOWARD JT TEN |
1/3/14 |
Common |
13,889 | $25,000 |
||||||||||||||
HIDEO TAKADA |
1/3/14 |
Common |
100,000 | $180,000 |
||||||||||||||
HOWARD TEICHER |
1/3/14 |
Common |
4,167 | $7,500 |
||||||||||||||
TIMOTHY H SHEAR DEC OF TRUST DTD 1974 |
1/3/14 |
Common |
8,334 | $15,000 |
||||||||||||||
STEVEN WALLITT |
1/3/14 |
Common |
16,667 | $30,000 |
||||||||||||||
THE DEL MAR CONSULTING GROUP INC |
1/15/14 |
Common |
6,000 | Consulting Services |
||||||||||||||
ALEX PARTNERS LLC |
1/15/14 |
Common |
4,000 | Consulting Services |
||||||||||||||
ALVARO PASCUAL-LEONE, M.D. |
2/3/14 |
Common |
710 | Consulting Services |
||||||||||||||
JOSEF ZIHL |
2/3/14 |
Common |
1,420 | Consulting Services |
||||||||||||||
STEVEN R ANTICO |
2/4/14 |
Common |
13,889 | $25,000 |
||||||||||||||
ALAN ANTOKAL |
2/4/14 |
Common |
55,556 | $100,000 |
||||||||||||||
THE APREGAN FAMILY TRUST DTD 2/11/98 |
2/4/14 |
Common |
27,778 | $50,000 |
||||||||||||||
PETER BACKUS |
2/4/14 |
Common |
72,223 | $130,000 |
||||||||||||||
MICHAEL G CADWELL |
2/4/14 |
Common |
41,667 | $75,000 |
||||||||||||||
RICHARD A CLOYD |
2/4/14 |
Common |
30,000 | $54,000 |
||||||||||||||
JASON COHEN |
2/4/14 |
Common |
63,334 | $114,000 |
||||||||||||||
CHAD CRITCHLEY |
2/4/14 |
Common |
27,778 | $50,000 |
||||||||||||||
SCOTT CUNNINGHAM |
2/4/14 |
Common |
16,667 | $30,000 |
||||||||||||||
DONALD P FARE |
2/4/14 |
Common |
27,778 | $50,000 |
||||||||||||||
STEPHAN FORSTMANN |
2/4/14 |
Common |
11,112 | $20,000 |
||||||||||||||
CHRIS HAYDEN |
2/4/14 |
Common |
22,223 | $40,000 |
||||||||||||||
ALISTAIR ERIC MACCALLUM LABAND |
2/4/14 |
Common |
55,556 | $100,000 |
||||||||||||||
STEVEN L LEW |
2/4/14 |
Common |
3,889 | $7,000 |
||||||||||||||
JAMES P LITTLE |
2/4/14 |
Common |
22,223 | $40,000 |
||||||||||||||
RAYLAN LOGGINS |
2/4/14 |
Common |
16,667 | $30,000 |
||||||||||||||
MICHAEL LOTZE |
2/4/14 |
Common |
70,000 | $126,000 |
||||||||||||||
ULRICH OTTO |
2/4/14 |
Common |
41,667 | $75,000 |
||||||||||||||
RBC CAPITAL MARKETS CORP FBO SUSAN A IZARD IRA |
2/4/14 |
Common |
13,889 | $25,000 |
||||||||||||||
DAVID RUSH |
2/4/14 |
Common |
111,112 | $200,000 |
||||||||||||||
DUNCAN SCOTT |
2/4/14 |
Common |
27,778 | $50,000 |
||||||||||||||
WILLIAM C SLATER |
2/4/14 |
Common |
5,556 | $10,000 |
||||||||||||||
TIMOTHY A SHEAR DEC OF TRUST DTD 1 6 1974 |
2/4/14 |
Common |
14,000 | $25,200 |
||||||||||||||
SALMAN WAKIL |
2/4/14 |
Common |
40,000 | $72,000 |
||||||||||||||
HUGO WERE |
2/4/14 |
Common |
83,334 | $150,000 |
Name of Purchaser |
|
Issue Date |
|
Security |
|
Shares |
|
Consideration |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ORVILLE A WHITE |
2/4/14 |
Common |
55,556 | $100,000 |
||||||||||||||
FRASER CAMPBELL |
2/25/14 |
Common |
2,963 | Exchange for Pref Stock |
||||||||||||||
HUGH SCOTT CAMPBELL |
2/25/14 |
Common |
2,963 | Exchange for Pref Stock |
||||||||||||||
THOMAS VARGA TTEE THE PRAG CHILDRENS TRUST FBO ANDREW J PRAG |
2/25/14 |
Common |
8,149 | Exchange for Pref Stock |
||||||||||||||
THOMAS VARGA TTEE THE PRAG CHILDRENS TRUST FBO ROBERT B. PRAG |
2/25/14 |
Common |
8,149 | Exchange for Pref Stock |
||||||||||||||
GURI DAUTI |
2/25/14 |
Common |
14815 | Exchange for Pref Stock |
||||||||||||||
RICHARD HOFFMAN |
2/25/14 |
Common |
6,667 | Exchange for Pref Stock |
||||||||||||||
NADEJDA KASSATKINA |
2/25/14 |
Common |
29,630 | Exchange for Pref Stock |
||||||||||||||
APEX TECHNOLOGY VENTURES LLC |
2/25/14 |
Common |
14,815 | Exchange for Pref Stock |
||||||||||||||
JSL KIDS PARTNERS |
2/25/14 |
Common |
38,519 | Exchange for Pref Stock |
||||||||||||||
IRINA PAVLOVA |
2/25/14 |
Common |
14,315 | Exchange for Pref Stock |
||||||||||||||
ROBERT B PRAG |
2/25/14 |
Common |
23,705 | Exchange for Pref Stock |
||||||||||||||
RBC CAPITAL MARKETS FBO JANE ELLIS |
2/25/14 |
Common |
27,630 | Exchange for Pref Stock |
||||||||||||||
BORIS SMIRNOV & ALEXANDRA I SMIRNOV JT TEN |
2/25/14 |
Common |
29,630 | Exchange for Pref Stock |
||||||||||||||
RBC CAPITAL MARKETS CORP FBO MICHAEL BEHAR ROTH IRA |
3/3/14 |
Common |
15,000 | Exchange for Pref Stock |
||||||||||||||
FRASER CAMPBELL |
3/6/14 |
Common |
2,593 | Exchange for Pref Stock |
||||||||||||||
HUGH SCOTT CAMPBELL |
3/6/14 |
Common |
2,593 | Exchange for Pref Stock |
||||||||||||||
THOMAS VARGA TTEE THE PRAG CHILDRENS TRUST FBO ANDREW J PRAG |
3/6/14 |
Common |
7,129 | Exchange for Pref Stock |
||||||||||||||
THOMAS VARGA TTEE THE PRAG CHILDRENS TRUST FBO ROBERT B. PRAG JR |
3/6/14 |
Common |
7,129 | Exchange for Pref Stock |
||||||||||||||
GURI DAUTI |
3/6/14 |
Common |
12,963 | Exchange for Pref Stock |
||||||||||||||
RICHARD HOFFMAN |
3/6/14 |
Common |
5,833 | Exchange for Pref Stock |
||||||||||||||
NADEJDA KASSATKINA |
3/6/14 |
Common |
25,926 | Exchange for Pref Stock |
||||||||||||||
APEX TECHNOLOGY VENTUERES LLC |
3/6/14 |
Common |
12,963 | Exchange for Pref Stock |
||||||||||||||
JSL KIDS PARTNERS |
3/6/14 |
Common |
33,704 | Exchange for Pref Stock |
||||||||||||||
IRINA PAVLOVA |
3/6/14 |
Common |
12,963 | Exchange for Pref Stock |
||||||||||||||
ROBERT B PRAG |
3/6/14 |
Common |
20,740 | Exchange for Pref Stock |
||||||||||||||
RBC CAPITAL MARKETS FBO JANE ELLIS |
3/6/14 |
Common |
25,926 | Exchange for Pref Stock |
||||||||||||||
BORIS SMIRNOV & ALEXANDRA I SMIRNOV JT TEN |
3/6/14 |
Common |
25,926 | Exchange for Pref Stock |
||||||||||||||
GARDEN STATE SECURITIES |
3/11/14 |
Common |
30,000 | Consulting services |
||||||||||||||
ALTSHULER, HOWARD |
3/31/14 |
Common |
13,889 | $25,000 |
||||||||||||||
RBC CAPITAL MARKETS FBO MICHAEL A BOULUS IRA |
3/31/14 |
Common |
27,778 | $50,000 |
||||||||||||||
BRICKLEY, ROBERT |
3/31/14 |
Common |
8,334 | $15,000 |
||||||||||||||
DIBENEDETTO, ROBERT D. |
3/31/14 |
Common |
5,556 | $10,000 |
||||||||||||||
FOGLE, RICHARD |
3/31/14 |
Common |
13,889 | $25,000 |
||||||||||||||
KASPER, MARK |
3/31/14 |
Common |
27,778 | $50,000 |
||||||||||||||
MACKENZIE, KEVIN M. |
3/31/14 |
Common |
27,778 | $50,000 |
||||||||||||||
NESLAND, BRETT |
3/31/14 |
Common |
15,000 | $27,000 |
||||||||||||||
REY 1998 FAMILY TRUST |
3/31/14 |
Common |
55,556 | $100,000 |
||||||||||||||
GLENN RICHARD SKUTT & LESLIE HOWARD |
3/31/14 |
Common |
13,889 | $25,000 |
||||||||||||||
STEVEN JENKINS IRA RBC CAPITAL MARKETS CORP. |
3/31/14 |
Common |
13,889 | $25,000 |
||||||||||||||
SWEENEY, DAVID |
3/31/14 |
Common |
2,800 | $5,040 |
||||||||||||||
TRAFFORD, JOHN |
3/31/14 |
Common |
41,667 | $75,000 |
||||||||||||||
UFHEIL, DAVID A. |
3/31/14 |
Common |
27,778 | $50,000 |
||||||||||||||
BACKUS, PETER |
3/31/14 |
Common |
27,778 | $50,000 |
||||||||||||||
SIMON, MICHAEL & MARY |
3/31/14 |
Common |
27,778 | $50,000 |
||||||||||||||
BOLTZ, WILLLIAM |
3/31/14 |
Common |
41,667 | $75,000 |
||||||||||||||
SEDBERRY, ERICA PITMAN |
3/31/14 |
Common |
41,667 | $75,000 |
||||||||||||||
APGAR, CHRISTOPHER |
3/31/14 |
Common |
41,667 | $75,000 |
||||||||||||||
SHANKARA, SRINIVAS |
3/31/14 |
Common |
11,112 | $20,000 |
||||||||||||||
SCHEUER, RICORDON & SILVIA SUEREZ |
3/31/14 |
Common |
75,000 | $135,000 |
||||||||||||||
JASON J S BARTON |
3/31/14 |
Common |
694 | Consulting Services |
||||||||||||||
JOSE ROMANO |
3/31/14 |
Common |
694 | Consulting Services |
||||||||||||||
OSCAR BRONSTHER |
3/31/14 |
Common |
2,222 | Board Fees |
||||||||||||||
LOWELL RUSH |
3/31/14 |
Common |
2,222 | Board Fees |
||||||||||||||
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED |
3/31/14 |
Common |
6,276 | Consulting Services |
||||||||||||||
J AND M GROUP LLC |
3/31/14 |
Common |
2,500 | Consulting Services |
||||||||||||||
STEVEN GIRGENTI |
1/4/14 |
Common |
2,222 | Board Fees |
12/31/13 |
12/31/12 |
12/31/11 |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues |
$ | 1,089,374 | $ | 1,205,263 | $ | 971,367 | ||||||||
Net comprehensive loss |
$ | (2,444,491 | ) | $ | (2,926,210 | ) | $ | (4,778,541 | ) | |||||
Net comprehensive loss per share |
$ | (0.39 | ) | $ | (0.52 | ) | $ | (0.92 | ) | |||||
Weighted average no. shares |
6,324,175 | 5,637,690 | 5,200,645 | |||||||||||
Stockholders equity (deficit) |
$ | (3,315,243 | ) | $ | (1,457,650 | ) | $ | 875,324 | ||||||
Total assets |
$ | 2,115,250 | $ | 2,561,161 | $ | 3,571,640 | ||||||||
Total liabilities |
$ | 5,430,493 | $ | 4,018,810 | $ | 2,696,316 |
2013 |
2012 |
% Change |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenue: |
||||||||||||||
Vycor Medical |
$ | 724,367 | $ | 770,676 | (6 | )% | ||||||||
NovaVision |
$ | 365,007 | $ | 434,587 | (16 | )% | ||||||||
$ | 1,089,374 | $ | 1,205,263 | (10 | )% | |||||||||
Cost of Revenue: |
||||||||||||||
Vycor Medical |
$ | (95,528 | ) | $ | (101,947 | ) | (6 | )% | ||||||
NovaVision |
$ | (58,304 | ) | $ | (77,583 | ) | (25 | )% | ||||||
$ | (153,832 | ) | $ | (179,530 | ) | (14 | )% | |||||||
Gross Profit |
||||||||||||||
Vycor Medical |
$ | 628,839 | $ | 668,729 | (6 | )% | ||||||||
NovaVision |
$ | 306,703 | $ | 357,004 | (14 | )% | ||||||||
$ | 935,542 | $ | 1,025,733 | (9 | )% |
December 31, 2013 |
December 31, 2012 |
$ Change |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash |
$ | 31,303 | $ | 59,821 | $ | (28,518 | ) | |||||||
Accounts receivable, inventory and other current assets |
$ | 627,649 | $ | 863,957 | $ | (236,308 | ) | |||||||
Total current liabilities |
$ | (5,430,493 | ) | $ | (4,018,810 | ) | $ | (1,411,684 | ) | |||||
Working capital (deficit) |
$ | (4,771,541 | ) | $ | (3,095,032 | ) | $ | (1,676,510 | ) | |||||
Cash provided by financing activities |
$ | 1,089,071 | $ | 728,368 | $ |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
ASSETS |
||||||||||
Current Assets |
||||||||||
Cash |
$ | 31,303 | $ | 59,821 | ||||||
Trade accounts receivable, net of allowance for doubtful accounts of $6,474 and $2,754 |
212,660 | 144,347 | ||||||||
Inventory |
206,926 | 290,508 | ||||||||
Prepaid expenses and other current assets |
208,063 | 429,102 | ||||||||
Total Current Assets |
658,952 | 923,778 | ||||||||
Fixed assets, net |
706,197 | 827,389 | ||||||||
Intangible and Other assets: |
||||||||||
Trademarks |
251,157 | 251,157 | ||||||||
Patents, net of accumulated amortization |
444,095 | 502,895 | ||||||||
Website, net of accumulated amortization |
1,680 | 2,772 | ||||||||
Security deposits |
53,169 | 53,169 | ||||||||
Total Intangible and Other assets |
750,101 | 809,993 | ||||||||
TOTAL ASSETS |
$ | 2,115,250 | $ | 2,561,160 | ||||||
LIABILITIES AND STOCKHOLDERS DEFICIENCY |
||||||||||
Current Liabilities |
||||||||||
Accounts payable |
$ | 254,024 | $ | 187,789 | ||||||
Accrued interest: Related Party |
238,299 | 107,176 | ||||||||
Accrued interest: Other |
147,984 | 87,962 | ||||||||
Accrued liabilities |
1,776,867 | 1,198,463 | ||||||||
Other current liabilities |
61,576 | 241,918 | ||||||||
Notes payable: Related Party |
2,373,556 | 1,732,812 | ||||||||
Notes payable: Other |
578,186 | 462,690 | ||||||||
TOTAL CURRENT AND TOTAL LIABILITIES |
5,430,492 | 4,018,810 | ||||||||
STOCKHOLDERS DEFICIENCY |
||||||||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 16.2 and 39.3 issued and outstanding as at December 31, 2013 and 2012
respectively |
$ | 1 | $ | 1 | ||||||
Common Stock, $0.0001 par value, 25,000,000 shares authorized at December 31, 2013 and 2012, 6,757,225 and
6,020,555 shares issued and outstanding at December 31, 2013 and 2012 respectively |
675 | 602 | ||||||||
Additional Paid-in Capital |
13,762,689 | 13,141,489 | ||||||||
Treasury Stock (103,334 and 68,889 shares of Common Stock as at December 31, 2013 and 2012 respectively, at cost) |
(1,033 | ) | (1,033 | ) | ||||||
Accumulated Deficit |
(17,032,405 | ) | (14,587,914 | ) | ||||||
Accumulated Other Comprehensive Income |
(45,170 | ) | (10,795 | ) | ||||||
Total Stockholders Deficiency |
(3,315,243 | ) | (1,457,650 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY |
$ | 2,115,250 | $ | 2,561,160 |
For the year ended December 31, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2013 |
2012 |
||||||||||
Revenue |
$ | 1,089,374 | $ | 1,205,263 | |||||||
Cost of Goods Sold |
153,832 | 179,530 | |||||||||
Gross Profit |
935,542 | 1,025,733 | |||||||||
Operating expenses: |
|||||||||||
Research and development |
53,451 | 126,042 | |||||||||
Depreciation and Amortization |
350,526 | 328,890 | |||||||||
General and administrative |
2,813,041 | 3,413,004 | |||||||||
Negative Goodwill on Acquisition of Subsidiary |
| (66,394 | ) | ||||||||
Costs related to Acquisition of Subsidiary |
| 18,285 | |||||||||
Total Operating expenses |
3,217,018 | 3,819,827 | |||||||||
Operating loss |
(2,281,476 | ) | (2,794,094 | ) | |||||||
Other income (expense) |
|||||||||||
Other income (expense) |
| 719 | |||||||||
Interest expense: Related Party |
(131,400 | ) | (87,268 | ) | |||||||
Interest expense: Other |
(59,897 | ) | (50,663 | ) | |||||||
Total Other Income (expense) |
(191,297 | ) | (137,212 | ) | |||||||
Net Loss |
$ | (2,472,773 | ) | $ | (2,931,306 | ) | |||||
Comprehensive Income |
|||||||||||
Foreign Currency Translation Adjustment |
28,282 | 5,096 | |||||||||
Net Comprehensive Loss |
$ | (2,444,491 | ) | $ | (2,926,210 | ) | |||||
Comprehensive Loss Per Share |
|||||||||||
Basic and diluted |
$ | (0.39 | ) | $ | (0.52 | ) | |||||
Weighted Average Number of Shares Outstanding |
6,324,175 | 5,637,690 |
Common Shares |
Treasury Shares |
||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number |
Amount |
Preferred Stock - Series C |
Number |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated OCI (Loss) |
Total |
|||||||||||||||||||||||||||||||
Balance at January 1, 2012 |
5,381,358 | $ | 538 | $ | 1 | 0 | $ | 0 | 12,512,297 | (11,661,704 | ) | 24,192 | $ | 875,324 | |||||||||||||||||||||||||
Issuance of stock for board and consulting fees |
267,969 | 27 | 379,354 | 379,381 | |||||||||||||||||||||||||||||||||||
Share-based compensation for consulting services |
8,708 | 8,708 | |||||||||||||||||||||||||||||||||||||
Cancellation of share-based compensation |
(232,499 | ) | (232,499 | ||||||||||||||||||||||||||||||||||||
Purchases of equity Common stock |
50,372 | 5 | 169,995 | 170,000 | |||||||||||||||||||||||||||||||||||
Settlement Common Stock |
(137,778 | ) | (14 | ) | 14 | 0 | |||||||||||||||||||||||||||||||||
Repurchase of equity into Treasury Stock |
(68,889 | ) | (1,033 | ) | (1,033 | ||||||||||||||||||||||||||||||||||
Common stock issuance for conversion of preferred shares |
348,152 | 35 | (35 | ) | 0 | ||||||||||||||||||||||||||||||||||
Common stock issuance for charitable donation |
14,815 | 1 | 16,665 | 16,666 | |||||||||||||||||||||||||||||||||||
Issuance of stock for acquisition |
95,667 | 10 | 286,990 | 287,000 | |||||||||||||||||||||||||||||||||||
Accumulated Comprehensive Loss |
(34,987 | ) | (34,987 | ) | |||||||||||||||||||||||||||||||||||
Net comprehensive loss for twelve months ended December 31, 2012 |
$ | (2,926,210 | ) | (2,926,210 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2012 |
6,020,555 | $ | 602 | $ | 1 | (68,889 | ) | $ | (1,033 | ) | $ | 13,141,489 | $ | (14,587,914 | ) | $ | (10,795 | ) | $ | (1,457,650 | ) | ||||||||||||||||||
Issuance of stock for board and consulting fees |
136,449 | 13 | 288,424 | 288,437 | |||||||||||||||||||||||||||||||||||
Return of equity into Treasury Stock |
(34,445 | ) | |||||||||||||||||||||||||||||||||||||
Common stock issuance for conversion of preferred shares |
342,974 | 34 | (34 | ) | 0 | ||||||||||||||||||||||||||||||||||
Common stock issuance for warrant exercises |
257,181 | 26 | 332,810 | 332,836 | |||||||||||||||||||||||||||||||||||
Common stock issuance for split round-up |
66 | ||||||||||||||||||||||||||||||||||||||
Accumulated Comprehensive Loss |
(34,375 | ) | (34,375 | ) | |||||||||||||||||||||||||||||||||||
Net comprehensive loss for twelve months ended December 31, 2013 |
$ | (2,444,491 | ) | (2,444,491 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2013 |
6,757,225 | $ | 675 | $ | 1 | (103,334 | ) | $ | (1,033 | ) | $ | 13,762,689 | $ | (17,032,405 | ) | $ | (45,170 | ) | $ | (3,315,243 | ) |
For the year ended December 31, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2013 |
2012 |
||||||||||
Cash flows from operating activities: |
|||||||||||
Net loss |
$ | (2,444,491 | ) | $ | (2,926,210 | ) | |||||
Adjustments to reconcile net loss to cash used in operating activities: |
|||||||||||
Amortization of intangible assets |
127,316 | 104,344 | |||||||||
Depreciation of fixed assets |
248,877 | 247,156 | |||||||||
Inventory provision |
35,000 | | |||||||||
Share based compensation |
450,447 | 297,004 | |||||||||
Change in accrued interest: Related Party |
131,401 | 87,268 | |||||||||
Change in accrued interest: Other |
59,745 | 50,877 | |||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts receivable |
(67,868 | ) | 169,729 | ||||||||
Inventory |
48,651 | (106,396 | ) | ||||||||
Prepaid expenses |
60,256 | 256,095 | |||||||||
Security deposit |
| 3,100 | |||||||||
Accounts payable |
65,820 | 11,477 | |||||||||
Accrued liabilities |
574,757 | 431,700 | |||||||||
Other current liabilities |
(20,054 | ) | 2,926 | ||||||||
Cash used in operating activities |
(730,143 | ) | (1,370,930 | ) | |||||||
Cash flows used in investing activities: |
|||||||||||
Purchase of fixed assets |
(128,054 | ) | (28,177 | ) | |||||||
Purchase of website |
| ||||||||||
Acquisition of subsidiary, net of cash acquired |
(163,201 | ) | (153,641 | ) | |||||||
Acquisition of patents |
(66,752 | ) | (33,333 | ) | |||||||
Cash used in investing activities |
(358,007 | ) | (215,151 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
Net proceeds from issuance of Common stock |
332,832 | 170.000 | |||||||||
Purchase of Treasury Stock |
| (1,033 | ) | ||||||||
Net proceeds from issuance of Notes Payable: Related Party |
640,744 | 416,450 | |||||||||
Net proceeds from issuance of Notes Payable: Other |
187,043 | 194,144 | |||||||||
Repayment of Notes Payable: Other |
(71,548 | ) | (51,193 | ) | |||||||
Cash provided by (used in) financing activities |
1,089,071 | 728,368 | |||||||||
Effect of exchange rate changes on cash |
(29,439 | ) | (33,307 | ) | |||||||
Net decrease in cash |
(28,518 | ) | (891,020 | ) | |||||||
Cash at beginning of year |
59,821 | 950,841 | |||||||||
Cash at end of year |
$ | 31,303 | $ | 59,821 | |||||||
Supplemental Disclosures of Cash Flow information: |
|||||||||||
Interest paid: |
$ | 156 | $ | 207 | |||||||
Non-Cash Transactions: |
|||||||||||
Common Stock issued on conversion of Preferred C Shares |
$ | 1,157,500 | $ | 1,175,000 | |||||||
Acquisition of newly acquired subsidiary, net of cash |
|||||||||||
Trademarks and Tradenames |
| $ | 121,157 | ||||||||
Patents |
| 180,183 | |||||||||
Internally Developed Software |
| 363,472 | |||||||||
Other Net Assets |
| (758 | ) | ||||||||
Negative Goodwill on Acquisition |
| (66,394 | ) | ||||||||
| $ | 597,660 | |||||||||
Warrants, options and common stock issued for acquisition of subsidiary |
| (287,000 | ) | ||||||||
Deferred consideration payable |
161,530 | (161,530 | ) | ||||||||
Foreign exchange difference on deferred consideration |
1,671 | 4,511 | |||||||||
$ | 163,201 | $ | 153,641 |
Level 1 quoted prices in active markets for identical
assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Stock options outstanding |
5,557 | 5,557 | ||||||||
Warrants to purchase common stock |
1,404,599 | 1,749,874 | ||||||||
Debentures convertible into common stock |
441,768 | 368,726 | ||||||||
Preferred shares convertible into common stock |
239,265 | 582,233 | ||||||||
Total |
2,091,189 | 2,706,390 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
On December 29, 2009 and February 3, 2010, the Company issued convertible debentures in the amount of $371,362 and $70,000, respectively, payable
to Fountainhead Capital Management (Fountainhead), the beneficial owner of more than 50% of the Companys common stock. These
debentures accrue interest at a rate of 6% per annum, are secured by a first priority security interest in all of the assets of the Company, and are
senior to or pari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any
amount of the principal face amount of the debentures then outstanding into shares of common stock of the Company at the conversion price of $1.88 per
share, subject to adjustment and does not require bifurcation. These debentures were originally due August 31, 2010 and the due date has been extended
over time to December 31, 2013 (On January 2, 2014 the holder agreed to remove the security interest and extend the note to January 2, 2017, subject
to certain conditions). |
441,362 | 441,362 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
On September 30, 2010 and October 14, 2010, the Company issued convertible debentures payable to Fountainhead in the amount of $85,000 and
$90,000, respectively. These debentures accrue interest at a rate of 6% per annum, are secured by a first priority security interest in all of the
assets of the Company, and are senior to or pari passu with, all other obligations of the Company, subject to certain conditions. The Holder is
entitled to convert all or any amount of the principal face amount of the debentures then outstanding into shares of common stock of the Company at the
conversion price of $2.63 per share, subject to adjustment and does not require bifurcation. The debentures were originally due August 31, 2011, and
the due date has been extended over time to December 31, 2013. (On January 2, 2014 the holder agreed to remove the security interest and extend the
note to January 2, 2017, subject to certain conditions). |
175,000 | 175,000 | ||||||||
On October 26, 2010 and November 15, 2010, the Company issued debentures payable to Fountainhead in the amount of $77,500 and $322,500,
respectively. These debentures accrue interest at a rate of 6% per annum, are secured by a first priority security interest in all of the assets of the
Company, and are senior to or pari passu with, all other obligations of the Company, subject to certain conditions. The debentures were
originally due August 31, 2011, and the due date has been extended over time to December 31, 2013. (On January 2, 2014 the holder agreed to remove
the security interest and extend the note to January 2, 2017, subject to certain conditions). |
400,000 | 400,000 | ||||||||
On November 15, 2010, the Company issued a convertible debenture in the amount of $350,000 payable to Peter Zachariou, a Director of the Company.
This debenture accrues interest rate of 6% per annum, is secured by a first priority security interest in all of the assets of the Company, and is
senior to or pari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any
amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $2.85 per
share, subject to adjustment and does not require bifurcation. On December 20, 2010, the Company repaid $50,000 of this debenture and removed the
convertible rights. The debentures were originally due December 31, 2012 and the due date has been extended over time to December 31, 2013. (On
January 2, 2014 the holder agreed to remove the security interest and extend the note to January 2, 2017, subject to certain
conditions). |
300,000 | 300,000 | ||||||||
In the period July to December 2012 the Company issued short term, unsecured notes payable to Fountainhead in the aggregate amount of $300,900.
The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured debentures and
Preferred C Stock of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
300,900 | 300,900 | ||||||||
In the period August to December 2012 the Company issued short term, unsecured notes payable to Peter Zachariou in the aggregate amount of
$115,550. The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured
debentures and Preferred C Stock of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
115,550 | 115,550 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
In the period January to August 8, 2013 the Company issued short term, unsecured notes payable to Fountainhead in the aggregate amount of
$324,225. The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured
debentures and Preferred C Stock of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
324,225 | | ||||||||
In the period August 9 to December 2013 the Company issued short term, unsecured notes payable to Fountainhead in the aggregate amount of $91,519.
The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured debentures and
Preferred C Stock of the Company. (The notes were repaid in January and February 2014). |
91,519 | | ||||||||
In the period January to August 8 2013 the Company issued short term, unsecured notes payable to Peter Zachariou in the aggregate amount of
$190,000. The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured
debentures and Preferred C Stock of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
190,000 | | ||||||||
In the period August 9 to December 2013 the Company issued short term, unsecured notes payable to Peter Zachariou in the aggregate amount of
$20,000. The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured
debentures and Preferred C Stock of the Company. (The notes were repaid in February 2014). |
20,000 | | ||||||||
In the period August 9 to December 2013 the Company issued short term, unsecured notes payable to David Cantor, in the aggregate amount of
$15,000. The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured
debentures and Preferred C Stock of the Company. (The notes were repaid in February 2014). |
15,000 | | ||||||||
Total Related Party Notes Payable: |
$ | 2,373,556 | $ | 1,732,812 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. (EuroAmerican). The term note bears
interest at 16% per annum and was due June 25, 2011. In connection with the loan the Company also issued EuroAmerican warrants to purchase 400,000
shares of the Companys common stock at an exercise price of $4.50 per share for a period of three (3) years. On June 25, 2011 the due date for
this note was extended to September 25, 2011 and the Holder was granted the right to convert all or any amount of the principal face amount of the
debenture then outstanding and accrued interest into shares of common stock of the Company at the conversion price of $4.50 per share, subject to
adjustment and does not require bifurcation. The due date for this note has been extended over time to November 30, 2013. (On January 2, 2014 the
holder agreed to extend the notes to January 2, 2015, subject to certain conditions). |
300,000 | 300,000 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
In the period August to December 2012 the Company issued short term, unsecured notes payable to Craig Kirsch in the aggregate amount of $98,550.
The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured debentures and
Preferred C Stock of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
98,550 | 98,550 | ||||||||
In September 2012 the Company issued short term, unsecured notes payable to Osbaldo Trading Limited in the amount of $42,900. The notes accrue
interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured debentures and Preferred C Stock
of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
42,900 | 42,900 | ||||||||
In the period June to August 8 2013 the Company issued short term, unsecured notes payable to Craig Kirsch in the aggregate amount of $13,000. The
notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured debentures and
Preferred C Stock of the Company. (On January 2, 2014 the holder agreed to extend the notes to January 2, 2017, subject to certain
conditions). |
10,000 | | ||||||||
In the period August 9 to December 2013 the Company issued short term, unsecured notes payable to Craig Kirsch in the aggregate amount of $13,000.
The notes accrue interest at a rate of 6% per annum, are due on demand or one year after the issue date and are junior to the secured debentures and
Preferred C Stock of the Company. (The notes were repaid in February 2014). |
3,000 | | ||||||||
On October 22, 2013 the Company issued a term note for $100,000 to EuroAmerican Investment Corp. (EuroAmerican). The term note bears
interest at 16% per annum and was due November 30, 2013. (The note was repaid in January 2014). |
100,000 | | ||||||||
Insurance policy finance agreements. During the year ended December 31, 2013 the Company received proceeds from Insurance policy finance agreement
of $74,044 and made repayments of $71,548 |
23,736 | 21,240 | ||||||||
Total Other Notes Payable: |
$ | 578,186 | $ | 462,690 |
December 31, |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|
2013 | 2012 | |||||||||
Revenue: |
||||||||||
Vycor Medical |
$ | 724,367 | $ | 770,676 | ||||||
NovaVision |
365,007 | 434,587 | ||||||||
Total Revenue |
$ | 1,089,374 | $ | 1,205,263 | ||||||
Gross Profit: |
||||||||||
Vycor Medical |
$ | 628,839 | $ | 668,729 | ||||||
NovaVision |
306,703 | 357,004 | ||||||||
Total Gross Profit |
$ | 935,542 | $ | 1,025,733 | ||||||
Total Assets: |
||||||||||
Vycor Medical |
$ | 799,120 | $ | 1,055,026 | ||||||
NovaVision |
1,316,130 | 1,506,134 | ||||||||
Total Assets |
$ | 2,115,250 | $ | 2,561,160 |
December 31, |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|
2013 | 2012 | |||||||||
Revenue: |
||||||||||
United States |
$ | 858,751 | $ | 952,256 | ||||||
Europe |
230,623 | 253,007 | ||||||||
Total Revenue |
$ | 1,089,374 | $ | 1,205,263 | ||||||
Gross Profit: |
||||||||||
United States |
$ | 732,404 | $ | 810,809 | ||||||
Europe |
203,138 | 214,924 | ||||||||
Total Gross Profit |
$ | 935,542 | $ | 1,025,733 | ||||||
Total Assets: |
||||||||||
United States |
$ | 1,604,142 | $ | 1,935,638 | ||||||
Europe |
511,108 | 625,522 | ||||||||
Total Assets |
$ | 2,115,250 | $ | 2,561,160 |
Estimated Useful Lives |
December 31, 2013 |
December 31, 2012 |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Machinery and equipment |
3 years |
$ | 146,344 | $ | 123,355 | |||||||||
Leasehold Improvements |
5 years |
6,206 | 6,206 | |||||||||||
Purchased Software |
3 years |
17,833 | 17,833 | |||||||||||
Molds and Tooling |
5 years |
234,230 | 234,230 | |||||||||||
Furniture and fixtures |
7 years |
22,288 | 21,533 | |||||||||||
Therapy Devices |
3 years |
87,906 | 76,513 | |||||||||||
Internally Developed Software |
5 years |
1,021,681 | 923,215 | |||||||||||
1,536,488 | 1,402,885 | |||||||||||||
Less: Accumulated depreciation and amortization |
(830,291 | ) | (575,496 | ) | ||||||||||
Property and Equipment, net |
$ | 706,197 | $ | 827,389 |
December 31, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2012 |
2011 |
||||||||||
Amortized intangible assets: Patent (8 years useful life) |
|||||||||||
Gross carrying Amount |
$ | 772,414 | $ | 705,662 | |||||||
Accumulated Amortization |
(328,319 | ) | (202,767 | ) | |||||||
$ | 444,095 | $ | 502,895 | ||||||||
Amortized intangible assets: Website (5 years useful life) |
|||||||||||
Gross carrying Amount |
$ | 18,908 | $ | 18,908 | |||||||
Accumulated Amortization |
$ | (17,228 | ) | (16,136 | ) | ||||||
$ | 1,680 | $ | 2,772 | ||||||||
Intangible assets not subject to amortization |
|||||||||||
Trademarks |
$ | 251,157 | $ | 251,157 |
STOCK WARRANTS: |
Number of shares |
Weighted average exercise price per share |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Outstanding at December 31, 2011 |
1,747,347 | $ | 3.07 | |||||||
Granted |
4,667 | 4.50 | ||||||||
Exercised |
| | ||||||||
Cancelled or expired |
(2,140 | ) | 36.00 | |||||||
Outstanding at December 31, 2012 |
1,749,874 | $ | 3.03 | |||||||
Granted |
| | ||||||||
Exercised |
(341,941 | ) | $ | 1.49 | ||||||
Cancelled or expired |
(3,334 | ) | $ | 10.50 | ||||||
Outstanding at December 31, 2013 |
1,404,599 | $ | 3.39 |
STOCK OPTIONS: |
Number of shares |
Weighted average exercise price per share |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Outstanding at December 31, 2011 |
5,557 | $ | 20.25 | |||||||
Granted |
| | ||||||||
Exercised |
| | ||||||||
Cancelled or expired |
| | ||||||||
Outstanding at December 31, 2012 |
5,557 | $ | 20.25 | |||||||
Granted |
| | ||||||||
Exercised |
| | ||||||||
Cancelled or expired |
| | ||||||||
Outstanding at December 31, 2013 |
5,557 | $ | 20.25 |
Year ended December 31, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2013 |
2012 |
||||||||||
Risk-free interest rates |
| 0.421.60% |
|||||||||
Expected life |
| 3 years |
|||||||||
Expected dividends |
| 0% |
|||||||||
Expected volatility |
| 96-99% |
|||||||||
Vycor Common Stock fair value |
| $3.00$4.50 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Domestic |
$ | 2,216,711 | $ | 2,613,733 | ||||||
Foreign |
227,780 | 312,477 | ||||||||
$ | 2,444,491 | $ | 2,926,210 |
December 31, 2013 |
December 31, 2012 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Operating loss carry-forward |
$ | 3,100,000 | $ | 2,700,000 | ||||||
Deferred tax asset before Valuation allowance |
3,100,000 | 2,700,000 | ||||||||
Valuation allowance |
(3,100,000 | ) | (2,700,000 | ) | ||||||
Net deferred tax asset |
$ | | $ | |
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements. |
(c) |
Changes in Internal Controls |
Directors and Executive Officers |
Position/Title |
Age |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Peter C. Zachariou |
Chief Executive Officer and a Director |
52 |
||||||||
David Marc Cantor |
President and a Director |
47 |
||||||||
Adrian Christopher Liddell |
Chairman of the Board, Chief Financial Officer and a Director |
55 |
||||||||
Steven Girgenti |
Director |
68 |
||||||||
Oscar Bronsther, M.D. |
Director |
61 |
||||||||
Lowell Rush |
Director |
57 |
||||||||
Pascale Mangiardi |
Director |
41 |
|
had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time; |
|
been convicted in a criminal proceeding and is not subject to a pending criminal proceeding; |
|
been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; |
|
or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation |
Non-Qualified Deferred Compensation Earnings ($) |
All other Compensation ($) |
Total ($) |
|||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kenneth T. Coviello |
2013 | $ | | | | | | | | | ||||||||||||||||||||||||||||
(Chief Executive Officer*) |
2012 | $ | 115,817 | $ | 70,643 | $ | 186,460 | |||||||||||||||||||||||||||||||
Richard P. Denness |
2013 | $ | | | | | | | | | ||||||||||||||||||||||||||||
(Chief Executive Officer**) |
2012 | $ | 57,500 | | | | | $ | 57,500 | |||||||||||||||||||||||||||||
David Cantor |
2013 | $ | | | | | | | | | ||||||||||||||||||||||||||||
(President) |
2012 | $ | | | | | | | | |
* |
Resigned effective August 3, 2012 |
** |
Resigned effective December 31, 2012 |
Option Awards |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Number of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||||||||
Kenneth T. Coviello |
2/15/2008 | - | 3,334 | $ | 20.25 | 2/12/2018 | |||||||||||||||||||||
Heather N. Vinas |
2/15/2008 | - | 2,223 | $ | 20.25 | 2/12/2018 |
Equity Compensation Plan Information |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
|||||||||||||
Equity compensation plans approved by security holders |
6,667 | $ | 20.25 | 17,676 | ||||||||||||
Equity compensation plans not approved by security holders |
3,333 | 28.50 | | |||||||||||||
Total |
7,000 | $ | 20.70 | 17,676 |
(1) |
As of December 31, 2013 |
Name |
Grant Date |
Number of Securities Underlying Unexercised Exercisable Warrants |
Number of Securities Underlying Unexercised Exercisable Warrants |
Warrant Exercise Price ($) |
Warrant Expiration Date |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
None |
|||||||||||||||||||||||
Total |
|
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Owner (1) |
Percent of Class (2) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common Stock |
Steven Girgenti |
33,613 | * | |||||||||||
Common Stock |
Oscar Bronsther, M.D |
20,960 | * | |||||||||||
Common Stock |
Lowell Rush |
6,834 | * | |||||||||||
Common Stock |
Pascale Mangiardi |
| 0.00 | % | ||||||||||
Common Stock |
Adrian Christopher Liddell |
| 0.00 | % | ||||||||||
Common Stock |
Marc David Cantor |
| 0.00 | % | ||||||||||
Common Stock |
Peter C. Zachariou |
| 0.00 | % | ||||||||||
Common Stock |
All executive officers and directors as a group |
61,407 | * | |||||||||||
Common Stock |
Fountainhead Capital Management Limited Portman House Hue Street, St. Helier, Jersey JB4 5RP |
6,164,941 | 51.35 | % |
* |
Less than 1% |
(1) |
In determining beneficial ownership of our common stock, the number of shares shown includes shares which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining the percent of common stock owned by a person or entity on April 4, 2014, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may acquire within 60 days of exercise of debentures, warrants and options, and (b) the denominator is the sum of (i) the total shares of that class outstanding on April 4, 2014 (10,184,720 shares of common stock) and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the debentures, warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. |
(2) |
In addition, in determining the percent of common stock owned by a person or entity on April 4, 2014, (a) the numerator is the number of shares of the class beneficially owned by such person and includes shares which the beneficial owner may acquire within 60 days upon conversion or exercise of a derivative security, and (b) the denominator is the sum of (i) the shares of that class outstanding on April 4, 2014 (10,184,720 shares of common stock) and (ii) the total number of shares that the beneficial owner may acquire upon conversion or exercise of a derivative security within such 60 day period. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares. |
|
Report of Paritz & Co., P.C., Independent Registered Certified Public Accounting Firm |
|
Balance Sheets as of December 31, 2013 and 2012 (audited) |
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013 and 2012 (audited) |
|
Statements of Stockholders Deficit from January 1, 2012 to December 31, 2013 (audited) |
|
Statement of Cash Flows for the years ended December 31, 2013 and 2012 (audited) |
|
Notes to Financial Statements (audited) |
Exhibit No. |
|
Identification of Exhibit |
||||
---|---|---|---|---|---|---|
31.1. |
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||||
31.2. |
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||||
32.1 |
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|||||
32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
Vycor Medical, Inc. |
||||||||||
(Registrant) |
||||||||||
By: |
/s/ Peter C. Zachariou |
|||||||||
Peter C. Zacharion |
||||||||||
Chief Executive Officer and Director (Principal Executive Officer) |
||||||||||
Date |
April 7, 2014 |
|||||||||
By: |
/s/ Adrian Liddell |
|||||||||
Adrian Liddell Chairman of the Board and Director (Principal Financial and Accounting Officer) |
||||||||||
Date |
April 7, 2014 |
By: |
/s/ Peter C. Zachariou |
|||||||||
Peter C. Zachariou |
||||||||||
Chief Executive Officer and Director |
||||||||||
Date |
April 7, 2014 |
|||||||||
By: |
/s/ David Marc Cantor |
|||||||||
David Marc Cantor |
||||||||||
President and Director (Principal Executive Officer) |
||||||||||
Date |
April 7, 2014 |
|||||||||
By: |
/s/ Adrian Christopher Liddell |
|||||||||
Adrian Christopher Liddell |
||||||||||
Chairman of the Board and Director (Principal Financial and Accounting Officer) |
||||||||||
Date |
April 7, 2014 |
By: |
/s/ Steven Girgenti |
|||||||||
Steven Girgenti |
||||||||||
Director |
||||||||||
Date |
April 7, 2014 |
|||||||||
By: |
/s/ Oscar Bronsther, M.D. |
|||||||||
Oscar Bronsther, M.D. |
||||||||||
Director |
||||||||||
Date |
April 7, 2014 |
|||||||||
By: |
/s/ Lowell Rush |
|||||||||
Lowell Rush |
||||||||||
Director |
||||||||||
Date |
April 7, 2014 |
|||||||||
By: |
/s/ Pascale Mangiardi |
|||||||||
Pascale Mangiardi |
||||||||||
Director |
||||||||||
Date |
April 7, 2014 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Peter Zachariou, certify that:
1.
I have reviewed this Form 10-K for the period ended December 31, 2013 of Vycor Medical, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 7, 2014
/s/ Peter Zachariou
________________________________
Peter C. Zachariou
Principal Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Adrian Liddell, certify that:
1.
I have reviewed this Form 10-K for the period ended December 31, 2013 of Vycor Medical, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 7, 2014
/s/ Adrian Liddell
________________________________
Adrian Liddell
Principal Financial Officer
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vycor Medical, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The annual report on Form 10-K for the fiscal year ended December 31, 2013 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Amended Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 7, 2014
/s/ Peter Zachariou
Peter Zachariou
Principal Executive Officer
A signed original of this written statement required by Section 906 has been provided to VYCOR MEDICAL, INC. and will be retained by VYCOR MEDICAL, INC. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vycor Medical, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The annual report on Form 10-K for the fiscal year ended December 31, 2013 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Amended Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 7, 2014
/s/ Adrian Liddell
Adrian Liddell
Principal Accounting Officer
A signed original of this written statement required by Section 906 has been provided to VYCOR MEDICAL, INC. and will be retained by VYCOR MEDICAL, INC. and furnished to the Securities and Exchange Commission or its staff upon request.
Intangible Assets (Details Textual) (USD $)
|
12 Months Ended | |
---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
|
Intangible Assets (Textual) | ||
Amortization of intangible assets | $ 127,316 | $ 104,344 |
Patents [Member]
|
||
Intangible Assets (Textual) | ||
Finite-lived intangible asset, useful life | 8 years | 8 years |
Website [Member]
|
||
Intangible Assets (Textual) | ||
Finite-lived intangible asset, useful life | 5 years | 5 years |
Consulting and Other Agreements (Details) (USD $)
|
0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
---|---|---|---|---|---|---|---|---|---|---|
Jul. 02, 2012
|
Jul. 31, 2013
|
Mar. 14, 2014
Subsequent Event [Member]
|
Mar. 11, 2014
Subsequent Event [Member]
|
Oct. 31, 2013
Subsequent Event [Member]
|
Oct. 31, 2013
Fountainhead [Member]
|
Nov. 30, 2012
Del Mar Consulting [Member]
|
Aug. 09, 2013
Del Mar Consulting [Member]
Subsequent Event [Member]
|
Nov. 30, 2012
Alex Partners, LLC [Member]
|
Aug. 09, 2013
Alex Partners, LLC [Member]
Subsequent Event [Member]
|
|
Consulting and Other Agreements (Textual) | ||||||||||
Consulting agreement duration | 12 months | 12 months | ||||||||
Shares received under consulting agreement, value | $ 66,000 | $ 157,500 | $ 105,000 | |||||||
Shares received under consulting agreement, shares | 33,000 | 7,200 | 27,000 | 4,800 | ||||||
Cash payment pursuant to consulting agreement | 7,200 | 4,800 | ||||||||
Payment of monthly retainer under consulting agreement | 37,500 | |||||||||
Maximum cash payment for consulting services (monthly) | $ 5,000 | |||||||||
Stock issued during period, Restricted Stock, shares | 45,000 | 15,000 | 30,000 | |||||||
Description of agreement | (i) 90 days from the date of execution of the Agreement or (ii) the end of the offering period of any securities financing undertaken by the Company in connection with the Placement Agent Agreement. | |||||||||
Description of accrued and paid of consulting fee at the option of consultant | (i) in Vycor stock at any time at the average closing price for the 30 days prior to the end of the quarter in which the accrual is made; or (ii) in cash following the closing of a fundraising of no less than $2.5 million or on the sale of the Company or a substantial part of the assets thereof. | (i) in Vycor stock at any time at the average closing price for the 30 days prior to the end of the quarter in which the accrual is made; or (ii) in cash following the closing of a fundraising of no less than $2.5 million or on the sale of the Company or a substantial part of the assets thereof. This agreement was amended in January 2014 following the Initial Closing of the Offering |