10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the fiscal quarter ended March 31, 2019
   
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
   
  For the transition period from                       to                        

 

VYCOR MEDICAL, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware   001-34932   20-3369218
(State of   (Commission   (IRS Employer
Incorporation)   File Number)   Identification No.)

 

951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487

(Address of principal executive offices) (Zip code)

 

Issuer’s telephone number: (561) 558-2020

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock par value $0.0001

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ]   Accelerated Filer [  ]
Non-accelerated Filer [  ] (Do not check if a smaller reporting company)   Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [  ] No

 

There were 23,681,408 shares outstanding of registrant’s common stock, par value $0.0001 per share, as of May 10, 2019.

 

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]

 

 

 

   
 

 

TABLE OF CONTENTS

 

    Page
PART I
 
Item 1. Financial Statements 3
     
  Unaudited Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 3
     
  Unaudited Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2019 and 2018. 4
     
  Unaudited Consolidated Statement of Stockholders’ Deficiency for the three months ended March 31, 2019 and 2018. 5
     
  Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018. 6
     
  Notes to Unaudited Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 15
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
     
Item 4. Controls and Procedures 20
     
PART II
 
Item 1. Legal Proceedings 21
     
Item 1A. Risk Factors 21
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
     
Item 3. Defaults Upon Senior Securities 21
     
Item 4. Mine Safety Disclosures 21
     
Item 5. Other Information 21
     
Item 6. Exhibits 21
     
SIGNATURES 22

 

 2 
 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

VYCOR MEDICAL, INC.

Consolidated Balance Sheets

(Unaudited)

 

   March 31, 2019   December 31, 2018 
ASSETS          
Current Assets          
Cash  $101,054   $86,481 
Trade accounts receivable   259,957    257,468 
Inventory   254,386    203,122 
Prepaid expenses and other current assets   154,412    82,575 
Total Current Assets   769,809    629,646 
           
Fixed assets, net   363,505    372,641 
           
Intangible and Other assets:          
Patents, net of accumulated amortization   32,309    35,303 
Website, net of accumulated amortization   -    187 

Other Assets – Long Term

   25,145    6,000 
           
Total Intangible and Other assets   38,309    41,490 
TOTAL ASSETS  $1,190,768   $1,043,777 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
Current Liabilities          
Accounts payable  $178,604   $92,955 
Accrued interest: Other   244,601    232,765 
Accrued interest: Related party   29,033    24,274 
Accrued liabilities – Other   327,760    295,056 
Accrued liabilities - Related Party   810,925    648,740 
Notes payable: Other   347,643    325,814 
Notes payable: Related Party   210,873    193,000 
Total Current Liabilities  2,149,439   1,812,604 
           
Long Term Liabilities – Capital Lease   19,145    - 
           
STOCKHOLDERS’ DEFICIENCY          
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 270,306 and 270,306 issued and outstanding as at March 31, 2019 and December 31, 2018 respectively   27    27 
Common Stock, $0.0001 par value, 55,000,000 shares authorized at March 31, 2019 and December 31, 2018, 23,779,742 and 23,244,028 shares issued and 23,676,408 and 23,140,694 outstanding at March 31, 2019 and December 31, 2018 respectively   2,378    2,324 
Additional Paid-in Capital   27,905,314    27,771,868 
Treasury Stock (103,334 shares of Common Stock as at March 31, 2019 and December 31, 2018 respectively, at cost)   (1,033)   (1,033)
Accumulated Deficit   (29,012,169)   (28,669,686)
Accumulated Other Comprehensive Income (Loss)   127,667    127,673 
Total Stockholders’ Equity Deficiency   (977,816)   (768,827)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $1,190,768   $1,043,777 

 

See accompanying notes to financial statements

 

 3 
 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Comprehensive Loss

(Unaudited)

 

   For the three months ended March 31, 
   2019   2018 
         
Revenue  $350,666   $325,101 
Cost of Goods Sold   36,198    29,343 
Gross Profit   314,468    295,758 
           
Operating expenses:          
Depreciation and Amortization   15,085    42,003 
Selling, General and administrative   462,221    568,305 
Total Operating expenses   477,306    610,308 
Operating loss   (162,838)   (314,550)
           
Other income (expense)          
Interest expense: Related Party   (4,759)   - 
Interest expense: Other   (11,953)   (12,026)
Loss on foreign currency exchange   (748)   (60)
Total Other Income (expense)   (17,460)   (12,086)
           
Loss Before Credit for Income Taxes   (180,298)   (326,636)
Credit for income taxes   -    - 
Net Loss   (180,298)   (326,636)
Preferred stock dividends   (162,185)   (162,185)
Net Loss available to common stockholders   (342,483)   (488,821)
Other Comprehensive Loss          
Foreign Currency Translation Adjustment   (6)   (1,162)
Comprehensive Loss 

$

(342,489) 

$

(489,983)
           
Net Loss Per Share          
Basic and diluted  $(0.01)  $(0.02)
           
Weighted Average Number of Shares Outstanding – Basic and Diluted   23,146,646    19,985,877 

 

See accompanying notes to financial statements

 

 4 
 

 

VYCOR MEDICAL, INC.

Consolidated Statement of Stockholders’ Deficiency

(Unaudited)

 

                                   Additional      Accum     
   Common Stock   Preferred C   Preferred D   Treasury Stock   Paid-in   Accumulated   OCI    
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
                                                 
Balance at December 31, 2018   23,244,028    

$

2,324    1   $0    270,306   $27   (103,334)  $(1,033)  $27,771,868   $(28,669,686)  $127,673   $(768,827)
Issuance of stock for board and consulting fees   535,714    54                                  112,446              112,500 
Directors deferred compensation granted   -                                       21,000              21,000 
Issuance of shares pursuant to exercise of warrants                                                         - 
Accumulated Comprehensive Loss                                                     (6)   (6)
Net loss for year ended December 31, 2018                                                (342,483)        (342,483)
Balance at March 31, 2019   23,779,742   $2,378    1   $    0    270,306   $    27    (103,334)  $(1,033)  $27,905,314   $(29,012,169)  $127,667   $(977,816)
                                                             
Balance at
December 31,
2017		   19,925,322   $1,993    1   $0    270,306   $        27    (103,334)  $(1,033)  $26,921,574   $(26,965,960)  $124,841   $81,442 
Issuance of
stock for board
and consulting fees		   250,000    25                                  92,475                      92,500 
Directors
deferred
compensation
granted		                                                        21,000              21,000 
Share based compensation
issued to management/
employees		                                           4,871              4,871 
Accumulated Comprehensive Loss                                                     (1,162)   (1,162)
Net loss for year ended December 31, 2018                                                (488,821)        (488,821)
Balance at March 31, 2018   20,175,322   $      2,018              1   $        0    270,306   $27    (103,334)  $(1,033)  $27,039,920   $(27,454,781)  $123,679   $(290,170)

 

See accompanying notes to financial statements

 

 5 
 

 

VYCOR MEDICAL, INC.

Consolidated Statement of Cash Flows

(Unaudited)

 

   For the three months ended March 31, 
   2019   2018 
Cash flows from operating activities:          
Net loss  $(180,298)  $(326,636)
Adjustments to reconcile net loss to cash used in operating activities:          
Amortization of intangible assets   3,181    12,972 
Depreciation of fixed assets   14,816    32,346 
Inventory provision   3,139    - 
Stock based compensation   133,500    25,871 
Accrued liabilities - Related Party   -    112,500 
Loss on foreign exchange   1,387    - 
           
Changes in assets and liabilities:          
Accounts receivable   (2,489)   (20,061)
Inventory   (54,403)   12,880 
Prepaid expenses   (24,980)   (40,175)
Security Deposits   -    1,056 
Accrued interest - Related Party   4,758    - 
Accrued interest - Other   11,836    11,836 
Accounts payable   85,649    (11,200)
Accrued liabilities - Other   (14,152)   43,945 
Cash used in operating activities   (18,056)   (144,666)
Cash flows from investing activities:          
Purchase of fixed assets   (6,325)   (13,230)
Cash used in investing activities   (6,325)   (13,230)
Cash flows from financing activities:          
Proceeds from Notes Payable - Related Party   17,873    30,000 
Proceeds net of repayments Notes Payable - Other   21,829    25,166 
Cash provided by financing activities   39,702    55,166 
Effect of exchange rate changes on cash   (748)   (1,549)
Net increase (decrease) in cash   14,573    (104,279)
Cash at beginning of period   86,481    206,213 
Cash at end of period  $101,054   $101,934 
           
Non-Cash Transactions:          
Common stock issued to related party for payment of accrued liabilities  $0   $92,500 

 

See Accompanying Notes to Financial Statements

 

 6 
 

 

VYCOR MEDICAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements of Vycor Medical, Inc. (the “Company” or “Vycor”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2018 derives from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

The unaudited consolidated financial statements as of and for the three months ended March 31, 2019 and 2018, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

 

Ability to continue as a Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $180,298 for the three months ended March 31, 2019 and has not generated cash flows from operations. As of March 31, 2019 the Company had a working capital deficiency of $328,799, excluding related party liabilities of $1,050,831. As a result these conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

The Company is executing on a plan to achieve a reduction in cash operating losses for both the Vycor Medical and NovaVision divisions. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $244,601, which has a maturity date of December 31, 2019, having been extended on a number of occasions from its initial due date of June 11, 2011. The Company will intend to seek an extension to the note, although it is not known whether the note will be extended or the terms of any extension. However, the Company believes it may not have sufficient cash to meet its various cash needs through May 31, 2020 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead, the Company’s largest shareholder, is currently providing working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products, or cease some of its operations.

 

 7 
 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation), NovaVision GmbH (a German corporation) and Sight Science Limited (a UK corporation), both wholly owned subsidiaries of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. All material inter-company accounts, transactions, and profits have been eliminated in consolidation.

 

Recent Accounting Pronouncements

 

The Company adopted Accounting Standards Codification 842, Leases ("ASC 842") in the first quarter of 2019. As a result the Company updated its significant accounting policies for leases below. Refer to Note 4 for additional information related to the Company's lease arrangements and the impact of the adoption of ASC 842 on the Company's consolidated financial statements.

 

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that, other than as disclosed above, such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

Leases

 

The Company has one leased buildings in Boca Raton, Florida that is classified as operating lease right-of use ("ROU") assets and operating lease liabilities in the Company's consolidated balance sheet. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of Selling, General and Administrative expenses.

 

The standard was effective for us beginning January 1, 2019. The Company elected the available practical expedients on adoption. The adoption had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. Finance leases are not material to the Company and were not impacted by the adoption of ASC 842, as finance lease liabilities and the corresponding assets were already recorded in the balance sheet under the previous guidance, ASC 840.

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed exercise of outstanding options and warrants and the conversion of preferred stock and debt would be anti-dilutive.

 

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share:

 

   March 31, 2019   March 31, 2018 
Stock options outstanding   700,000    720,000 
Warrants to purchase common stock   3,717,826    6,829,386 
Debentures convertible into common stock   2,593,337    2,364,765 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Directors Deferred Compensation Plan  875,910    558,612 
Total   9,159,125    11,744,815 

 

 8 
 

 

3. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   March 31, 2019   December 31, 2018 
On June 25, 2018 the Company issued promissory notes to Peter Zachariou for $30,000. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee.  $30,000   $30,000 
In March 2019 and between March 2018 and July 2018 the Company issued various promissory notes to Fountainhead Capital Management Limited for $180,873. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. Four notes were extended for another twelve months on their due dates which will be due between March and May 2020 or on demand by the Payee.   180,873    163,000 
Total Related Party Notes Payable  $210,873   $193,000 

 

Other Notes Payable

 

Other Notes Payable consists of:

 

   March 31, 2019   December 31, 2018 
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, and has been extended on a number of occasions. On March 19, 2019, the note was extended to December 31, 2019. See further note below.  $300,000   $300,000 
Insurance policy finance agreements.   47,643    25,814 
Total Notes Payable:  $347,643   $325,814 

 

in January 2018 the Company entered into an amendment agreement (the “Amendment”) with EuroAmerican Investments (“EuroAmerican”) regarding its $300,000 loan note (the “Note”). Under the Amendment, the Note was extended until December 31, 2018 and was extended until December 31, 2019 in March 2019. The conversion terms of the Note were reduced to $0.21, the same as the offering price of the 2018 Offering. Conversion of the Note and accrued interest would result in the issuance of 2,595,337 shares of Common Stock as of March 31, 2019. Notwithstanding, EuroAmerican agreed that the Note could not be converted without first offering the Company the right to redeem the Note at principal and accrued interest, and secondly Fountainhead the right to purchase the Note, which cannot be converted prior to such offer and the failure of the Company and Fountainhead to exercise such option in accordance with the amendment terms. In addition, the Company agreed to issue warrants to purchase 2,308,405 shares of Common Stock at $0.27, the same terms as the 2018 Offering, exercisable for three years from January 1, 2018, if and when the conversion option is exercised. The amendment was recognized as a modification, based on the guidance in ASC 470-50.

 

The Company routinely finances all their insurance policies through a third party finance company which requires a down payment and subsequent monthly payments, the time periods vary from 10 months to 12 equal monthly payments.

 

9
 

 

4. LEASES

 

The Company recognized the following related to leases in its Unaudited Consolidated Balance Sheet at March 31, 2019 (in millions):

 

   Three Months Ended March 31, 
   2019   2018 
Operating Lease Assets          
Current portion  $50,791   $- 
–Long-term portion   19,145    - 
   $69,936   $- 
Operating Lease Liabilities          
Current portion  $46,857   $- 
Long-term portion   19,145    - 
   $66,002   $- 

 

Long term lease liabilities are due during 2020.

 

5. SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

 

(a) Business segments

 

The Company operates in two business segments: Vycor Medical, which focuses on devices for neurosurgery; and NovaVision, which focuses on neuro stimulation therapies and diagnostic devices for the treatment and screening of vision field loss and which includes Sight Science. Set out below are the revenues, gross profits and total assets for each segment

 

   Three Months Ended March 31, 
   2019   2018 
Revenue:        
Vycor Medical  $297,106   $277,811 
NovaVision   53,560    47,290 
   $350,666   $325,101 
Gross Profit          
Vycor Medical  $266,923   $253,569 
NovaVision   47,545    42,189 
   $314,468   $295,758 

 

   March 31, 2019   December 31, 2018 
Total Assets:          
Vycor Medical  $1,060,319   $981,553 
NovaVision   64,447    62,224 
Total Assets  $1,124,766   $1,043,777 

 

(b) Geographic information

 

The Company operates in two geographic segments, the United States and Europe. Set out below are the revenues, gross profits and total assets for each segment.

 

   Three Months Ended March 31, 
   2019   2018 
Revenue:        
United States  $320,616   $300,171 
Europe   30,050    24,930 
   $350,666   $325,101 
Gross Profit          
United States  $288,291   $273,581 
Europe   26,177    22,177 
   $314,468   $295,758 

 

   March 31,   December 31, 
   2019   2018 
Total Assets:          
United States  $1,087,869   $1,010,067 
Europe   36,897    33,710 
Total Assets  $1,124,766   $1,043,777 

 

10
 

 

6. EQUITY

 

Common Stock and Stock Grants

 

During January to March 2019, the Company granted 99,999 shares of Common Stock (valued at $21,000) to non-employee Directors. Under the terms of the Directors Deferred Compensation Plan, the receipt of these shares is deferred until the January 15th following the termination of their services as a director. As of March 31, 2019 these shares have yet to be issued.

 

During January to March 2019, the Company issued 535,714 shares of Common Stock to Fountainhead for fees of $112,500 in accordance with the terms of a consulting agreement.

 

Warrants and Options

 

The details of the outstanding warrants and options are as follows:

 

STOCK WARRANTS:

 

       Weighted average 
   Number of shares   exercise price
per share		 
Outstanding at December 31, 2018   3,717,826   $0.27 
Granted   -    - 
Exercised   -    - 
Cancelled or expired   -    - 
Outstanding at March 31, 2019   3,717,826   $0.27 

 

STOCK OPTIONS:

 

       Weighted average 
   Number of shares   exercise price
per share		 
Outstanding at December 31, 2018   1,380,000   $0.53 
Granted   -    - 
Exercised   -    - 
Cancelled or expired   (680,000)   (0.79)
Outstanding at March 31, 2019   700,000   $0.28 

 

As of March 31, 2019, the weighted-average remaining contractual life of outstanding warrants and options is 0.87 and 2.21 years, respectively.

 

11
 

 

7. SHARE-BASED COMPENSATION

 

Stock Option Plan

 

Under ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant date fair value is recognized over the option-vesting period, the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis.

 

For the three months ended March 31, 2019 and 2018, the Company recognized share-based compensation of $0 and $4,871 respectively, for employee stock options.

 

Stock appreciation rights may be granted either on a stand-alone basis or in conjunction with all or part of any other stock options granted under the plan. As of March 31, 2019 there were no awards of any stock appreciation rights.

 

Non-Employee Stock Compensation

 

The Company from time to time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the “measurement date” using an option pricing model. The “measurement date” for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.

 

Aggregate stock-based compensation for stock and warrants granted to non-employees for the three months ended March 31, 2019 and 2018 was $133,500. The expense related to stock not issued during the periods ended March 31, 2019 and 2018 comprise: $21,000, respectively for both periods, related to stock granted but not issued to directors under the Directors Deferred Compensation Plan. As of March 31, 2019, there was $0 of total unrecognized compensation costs related to warrant and stock awards and non-vested options.

 

Stock-based Compensation Valuation Methodology

 

Stock-based compensation resulting from the issuance of Common Stock is calculated by reference to the valuation of the Stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. Expected volatility is based on the historical volatility of a peer group of publicly traded companies. The expected term of options and warrants was based upon the expected life of the option or warrant, and the risk-free rate is based on the U.S. Treasury Constant Maturity rate.

 

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The following assumptions were used in calculations of the Black-Scholes option pricing model for the three months ended March 31, 2019 and 2018:

 

   Three Months Ended March 31, 
   2019   2018 
Risk-free interest rates   -%   2.41%
Expected life   -    1.5 years 
Expected dividends   -%   0%
Expected volatility   -%   107%
Vycor Common Stock fair value  $-   $0.49 

 

8. COMMITMENTS AND CONTINGENCIES

 

Lease

 

The Company leases office space located at 951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487 from WPT Land 2 L.P., for a gross rent of approximately $5,700 plus sales tax per month. The lease terminates September 30, 2020. The Company’s subsidiary in Germany occupies premises on a short-term lease agreement. Rent expense for the three months ended March 31, 2019 and 2018 was $24,706 and $25,168 respectively.

 

Potential German tax liability

 

In June 2012 the Company’s German subsidiary received a preliminary assessment for Magdeburg City trade tax of approximately €75,000 (approximately $85,000). This assessment is for the 2010 fiscal year and relates to the Company’s acquisition of the assets of the former NovaVision, Inc. An initial assessment for corporate tax for the same period has been preliminarily reduced to zero. The Company has not accepted this trade tax assessment and is in discussion with the relevant tax authorities with a view to its reduction. The tax authorities have agreed to suspend the assessment pending the outcome of certain court hearings, and the Company has agreed to make limited monthly payments on account which were completed in October 2016. Accordingly, the Company has made no provision for this liability in the three months ended March 31, 2019 and the year ended December 31, 2018 respectively.

 

9. CONSULTING AND OTHER AGREEMENTS

 

The following agreements were entered into or remained in force during the period ended March 31, 2019:

 

Consulting Agreement with Fountainhead

 

In March 2017 and effective April 1, 2017, the Company amended the Fountainhead Consulting Agreement (“the Amended Agreement”). Under the Amended Agreement, fees of $450,000 are payable to Fountainhead, with an option to receive $5,000 per month in cash and the remainder payable in Company Common Stock issued at the higher of $0.21 and the average price for the 30 days prior to issuance, and deliverable at the end of each fiscal quarter. The Consulting Agreement also contains provisions for Fountainhead to receive a higher proportion of its fees in cash subject to certain future liquidity events and Board approval.

 

During the three months ended March 31, 2019, under the terms of the Amended Agreement, Fountainhead received total fees of $112,500, which were paid through the issuance of 535,714 shares of Company Common Stock.

 

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10. RELATED PARTY TRANSACTIONS

 

Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead which owned, at March 31, 2019, 54% of the Company’s Common Stock and 70% of the Company’s Preferred D Stock. Adrian Liddell, Chairman, is a consultant for Fountainhead.

 

During the three months ended March 31, 2019, under the terms of the Consulting Agreement referred to in note 8, the Company issued 535,714 shares of Common Stock to Fountainhead for fees of $112,500.

 

During the three months ended March 31, 2019 and 2018, the Company accrued an aggregate of $162,185 of Preferred D Stock dividends, of which an aggregate of $154,712 Preferred D Stock dividends were in respect of related parties for both periods.

 

During the three months ended March 31, 2019 and 2018 the Company issued unsecured loan notes to Fountainhead for a total of $17,873 and $30,000, respectively. The loan notes bear interest at a rate of 10% and are due on demand or by their one-year anniversary.

 

During the three months ended March 31, 2018, under the terms of the Consulting Agreement referred to in note 8, the Company issued 250,000 shares of Common Stock to Fountainhead for fees of $92,500 accrued at December 31, 2017 and accrued fees of $112,500, which were paid after the period end through the issuance of 234,375 shares of Company Common Stock.

 

11. CONCENTRATION

 

Vycor Medical sells its neurosurgical devices in the US primarily direct to hospitals, and internationally through distributors who in turn sell to hospitals. For the three months ended March 31, 2019 sales to no customer represented over 10% of total sales and for the three months ended March 31, 2018 sales to one customer represented 14% of total sales.

 

12. SUBSEQUENT EVENTS

 

The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the consolidated financial statements were issued and has determined that there were no significant subsequent events or transactions which would require recognition or disclosure in the financial statements.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward Looking Statements

 

This Interim Report on Form 10-Q contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PLSRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding Vycor Medical, Inc. (the “Company” or “Vycor,” also referred to as “us”, “we” or “our”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Form 10-Q generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

 

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

 

1. Organizational History

 

The Company was formed as a limited liability company under the laws of the State of New York on June 17, 2005 as “Vycor Medical LLC”. On August 14, 2007, we converted into a Delaware corporation and changed our name to “Vycor Medical, Inc.”. The Company’s listing went effective on February 2009 and on November 29, 2010 Vycor completed the acquisition of substantially all of the assets of NovaVision, Inc. (“NovaVision”) and on January 4, 2012 Vycor, through its wholly-owned NovaVision subsidiary, completed the acquisition of all the shares of Sight Science Limited (“Sight Science”).

 

2. Overview of Business

 

Vycor is dedicated to providing the medical community with innovative and superior surgical and therapeutic solutions and operates two distinct business units within the medical device industry. Vycor Medical designs, develops and markets medical devices for use in neurosurgery. NovaVision provides non-invasive rehabilitation therapies for those who have vision disorders resulting from neurological brain damage such as that caused by a stroke. Both businesses adopt a minimally or non-invasive approach. Both technologies have strong sales growth potential, address large potential markets and have the requisite regulatory approvals. The Company has 68 issued or allowed patents and a further 6 pending. The Company leverages joint resources across the divisions to operate in a cost-efficient manner.

 

The Company periodically engages in discussions with potential strategic partners for or purchasers of each or both of our operating divisions.

 

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Vycor Medical

 

Vycor Medical designs, develops and markets medical devices for use in neurosurgery. Vycor Medical’s ViewSite Brain Access System (“VBAS”) is a next generation retraction and access system that was fully commercialized in early 2010 and is the first significant technological change to brain tissue retraction in over 50 years in contrast to significant development in most other neuro-surgical technologies. Vycor Medical is ISO 13485:2016 and MDSAP (Medical Device Single Audit Program) certified, and VBAS has U.S. FDA 510(k) clearance and CE Marking for Europe (Class III) for brain and spine surgeries, and regulatory approvals in Australia, Brazil, Canada, China, Korea, Japan, Russia and Taiwan.

 

NovaVision

 

NovaVision provides non-invasive, computer-based rehabilitation targeted at a substantial and largely un-addressed market of people who have lost their sight as a result of stroke or other brain injury, and has 45 granted patents.

 

Strategy

 

The Company is continuing to execute on a plan to achieve a reduction in cash operating losses. For Vycor Medical this plan includes in particular: increasing market penetration in the US through targeted focus group programs with surgeons, closer cooperation with complementary product manufacturers and tight management of the distribution network; increasing international growth particularly in Europe and other territories where we are not represented or under represented; and continued new product development. The first phase of modification of the existing VBAS product range to make it more easy to use with the most common IGS systems was completed in September 2017 and has been well received by surgeons; we are continuing our roll-out of this model through hospital inventories. The second phase of the development of further IGS integration will be completed in 2019 and then subject to regulatory clearances and approvals. Upon regulatory approval and product release of this new VBAS AC the Company intends to conduct a multi-center study with selected surgeons who are familiar with the VBAS. We will also be exploring with surgeons and focus groups additional selected development work targeted at increasing the ease and applicability of our products to common procedures. For NovaVision, given the company’s resources, and the large size and diversity of its end markets, we believe that the most efficient way to tackle the distribution of its broad range of patient and professional products is by partnering with entities that have either direct access to the end users or a desire and financial wherewithal to leverage the NovaVision therapy platform into new indications.. The Company is in the process of identifying and talking to such partners. The range of alternatives for NovaVision could comprise distribution and marketing partnerships, licensing, merger, sale and/or a significant restructuring of its activities.

 

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Comparison of the Three Months Ended March 31, 2019 to the Three Months Ended March 31, 2018

 

Revenue and Gross Margin:

 

   Three months ended 
   March 31, 
   2019   2018   % Change 
Revenue:            
Vycor Medical  $297,106   $277,811    7%
NovaVision  $53,560   $47,290    13%
   $350,666   $325,101    8%
Gross Profit               
Vycor Medical  $266,923   $253,569    5%
NovaVision  $47,545   $42,189    13%
   $314,468   $295,758    6%

 

Vycor Medical recorded revenue of $297,106 from the sale of its products for the three months ended March 31, 2019, an increase of $19,295 over the same period in 2018. Gross margin of 90% was recorded for the three months ended March 31, 2019 compared to 91% for the same period in 2018. Gross margin is primarily affected by the domestic versus international revenue mix.

 

NovaVision recorded revenues of $53,560 for the three months ended March 31, 2019, an increase of $6,270 over the same period in 2018, and gross margin of 89% for the period in 2019 and 2018. New patient starts increased by 17% over the same period in 2018.

 

Selling, General and Administrative Expenses:

 

Selling, general and administrative expenses decreased by $106,084 to $462,221 for the three months ended March 31, 2019 from $568,305 for the same period in 2018. Included within Selling, General and Administrative Expenses are non-cash charges for share based compensation as the result of amortizing employee and non-employee shares, warrants and options which have been issued by the Company over various periods. The charge for the three months ended March 31, 2019 was $133,500, a decrease of $4,871 over $138,371 in 2018. Also included within Selling, General and Administrative Expenses are Sales Commissions, which increased by $6,887 from $48,938 in 2018 to $55,825 in 2019. The remaining Selling, General and Administrative expenses decreased by $108,100 from $380,996 to $272,896 in 2019.

 

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An analysis of the change in cash and non-cash G&A is shown in the table below:

 

   Cash G&A   Non-Cash G&A 
Commissions  $6,887   $- 
Other (travel/regulatory/premises)   (1,052)   - 
Board, financial and scientific advisory   (2,722)   - 
Sales, marketing and travel   (13,999)   - 
Legal, professional and other consulting   (35,339)   - 
Payroll   (54,988)   (4,871)
Total change  $(101,213)  $(4,871)

 

Interest Expense:

 

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the three months ended March 31, 2019 was $4,758 compared to $0 for 2018. Other Interest income and expense for 2019 decreased by $72 to $11,954 from $12,026 for 2018.

 

Liquidity and Capital Resources

 

Liquidity

 

The following table shows cash flow and liquidity data for the periods ended March 31, 2019 and December 31, 2018:

 

   March 31, 2019   December 31, 2018   $ Change 
Cash  $101,054   $86,481   $14,573 
Accounts receivable, inventory and other current assets  $621,898   $543,165   $78,733 
Total current liabilities  $(2,102,582)  $(1,812,604)  $(289,978)
Working capital  $(1,379,630)  $(1,182,958)  $(196,672)
Cash provided by financing activities  $39,702   $200,421   $(160,719)

 

Operating Activities. Cash used in operating activities comprises net loss adjusted for non-cash items and the effect of changes in working capital and other activities. The net repayment of normal insurance financing should also be taken into account when considering cash used in operating activities.

 

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The following table shows the principle components of cash used in operating activities during the three months ended March 31, 2019 and 2018, with a commentary of changes during the periods and known or anticipated future changes:

 

   March 31, 2019   March 31, 2018   $ Change 
Net loss  $(180,298)  $(326,636)  $146,338 
                
Adjustments to reconcile net loss to cash used in operating activities:               
Amortization and depreciation of assets  $17,997   $45,318   $(27,321)
Share based compensation  $133,500   $25,871   $107,629 
Accrued share based compensation  $0   $112,500   $(112,500)
Other  $7,666   $0   $7,666 
   $159,163   $183,689   $(24,526)
                
Net loss adjusted for non-cash items  $(21,135)  $(142,947)  $121,812 
Changes in working capital               
Accounts receivable, accounts payable and accrued liabilities  $69,007   $13,740   $55,267 
Inventory  $(57,543)  $12,880   $(70,423)
Prepaid expenses and net insurance financing repayments  $(3,151)  $(15,009)  $11,858 
Accrued interest (not paid in cash)  $16,595   $11,836   $4,759 
   $24,908   $23,447   $1,461 
                
Cash provided by (used in) operating activities, adjusted for net insurance repayments  $3,773   $(119,500)  $123,273 

 

The adjustments to reconcile net loss to cash of $159,163 in the period have no impact on liquidity. The decrease in net loss (as adjusted for non-cash items) by $121,812 to $21,135 was primarily a result of reduced expenses, as well as increased revenues. There was an increase in accounts payable offset by an increase in pre-payments as a result of annual expense contract renewals such as insurances and licenses during the first three months.

 

The Company is in the process of modifying the VBAS product suite to make it easier to integrate with IGS. The first phase of this project was completed in September 2017 and additional inventory of $75,000 was purchased during the three months ended March 31st, 2019. The Company anticipates completing the second phase of this project during approximately the next six months and as a result will purchase additional new inventory of approximately $40,000.

 

Investing Activities. Cash used in investing activities for the three months ended March 31, 2019 was $6,325, which primarily reflected expenditure on the second phase of modifying the VBAS product suite to make it easier to integrate with IGS. The Company anticipates additional expenditures for this second phase during 2019, including work to obtain regulatory clearances and approvals, of approximately $120,000.

 

Financing Activities. During the period ending March 31, 2019 the Company received funds of $17,873 in respect of loans from Fountainhead.

 

Liquidity and Plan of Operations, Ability to Continue as a Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $180,298 for the three months ended March 31, 2019 and has not generated cash flows from operations. As of March 31, 2019 the Company had a working capital deficiency of $328,799, excluding related party liabilities of $1,050,831. As a result these conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

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As described earlier in this ITEM 2 “Strategy”, the Company is executing on a plan to achieve a reduction in cash operating losses for both the Vycor Medical and NovaVision divisions. For Vycor Medical this plan includes in particular: increasing market penetration in the US through targeted focus group programs with surgeons, closer cooperation with complementary product manufacturers and tight management of the distribution network; increasing international growth particularly in Europe and other territories where we are not represented or under represented; and continued new product development. The first phase of modification of the existing VBAS product range to make it more easy to use with the most common IGS systems was completed in September 2017 and has been well received by surgeons; we are continuing our roll-out of this model through hospital inventories. The second phase of the development of further IGS integration will be completed in 2019. Upon regulatory approval and product release of this new VBAS AC the Company intends to conduct a multi-center study with selected surgeons who are familiar with the VBAS. We will also be exploring with surgeons and focus groups additional selected development work targeted at increasing the ease and applicability of our products to common procedures. For NovaVision, given the company’s resources, and the large size and diversity of its end markets, we believe that the most efficient way to tackle the distribution of its broad range of patient and professional products is by partnering with entities that have either direct access to the end users or a desire and financial wherewithal to leverage the NovaVision therapy platform into new indications. The Company is in the process of identifying and talking to such partners. The range of alternatives for NovaVision could comprise distribution and marketing partnerships, licensing, merger, sale and/or a significant restructuring of its activities.

 

However, the Company believes it may not have sufficient cash to meet its various cash needs through May 31, 2020 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $244,601, which has a maturity date of December 31, 2019, having been extended on a number of occasions from its initial due date of June 11, 2011. The Company would intend to seek an extension to the note, although it is not known whether the note will be extended or the terms of any extension. Fountainhead, the Company’s largest shareholder, is currently providing working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products, or cease some of its operations.

 

Critical Accounting Policies and Estimates

 

Uses of estimates in the preparation of financial statements

 

The preparation of unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management’s estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying unaudited consolidated financial statements include management’s estimate of the allowance for uncollectible accounts receivable, amortization of intangible assets, and the fair values of options and warrant included in the determination of debt discounts and share-based compensation.

 

A detailed description of our significant accounting policies can be found in our most recent Annual Report on Form 10-K for the year ended December 31, 2018.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Disclosure Controls and Procedures

 

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

 

The Company’s management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and our CFO have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports its files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and its CFO, as appropriate, to allow timely decisions regarding required disclosure. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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(b) Changes in Internal Controls

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of May 10, 2019, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuance Type   Security   Shares
FHC Management Fees   Common   535,714

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None

 

Index to Exhibits

 

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.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 13, 2019.

 

  Vycor Medical, Inc.
  (Registrant)
     
  By: /s/ Peter C. Zachariou
    Peter C. Zachariou
    Chief Executive Officer and Director
(Principal Executive Officer)
     
  Date May 13, 2019
     
  By: /s/ Adrian Liddell
    Adrian Liddell
    Chairman of the Board and Director
    (Principal Financial and Accounting Officer)
     
  Date May 13, 2019

 

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