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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vycor Medical Inc (QB) | USOTC:VYCO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0899 | 0.061 | 0.0899 | 0.00 | 13:30:25 |
Delaware
|
|
333-149782
|
|
20-3369218
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
Large Accelerated Filer
☐
|
Accelerated Filer ☐
|
|
Non-accelerated Filer ☒ (Do not check if a smaller reporting company)
|
Smaller Reporting Company
☑
|
PART I
|
||
Item 1.
|
Financial Statements
|
|
|
Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015
|
|
|
Unaudited Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2016 and June 30, 2015.
|
|
|
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015.
|
|
|
Notes to Unaudited Consolidated Financial Statements
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
PART II
|
||
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
|
|
|
SIGNATURES
|
|
|
June 30,
|
December 31,
|
|
2016
|
2015
|
ASSETS
|
|
|
Current Assets
|
|
|
Cash
|
$
87,709
|
$
347,477
|
Trade accounts receivable, net of allowance for doubtful accounts of $2,711 and $2,711
|
222,636
|
106,340
|
Inventory
|
239,696
|
292,538
|
Prepaid expenses and other current assets
|
88,748
|
112,338
|
Total Current Assets
|
638,789
|
858,693
|
Fixed assets, net
|
457,693
|
521,105
|
Intangible and Other assets:
|
|
|
Trademarks
|
251,157
|
251,157
|
Patents, net of accumulated amortization
|
274,506
|
323,138
|
Website, net of accumulated amortization
|
17,253
|
19,548
|
Security deposits
|
42,841
|
49,090
|
Total Intangible and Other assets
|
585,757
|
642,933
|
TOTAL ASSETS
|
$
1,682,239
|
$
2,022,731
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
Current Liabilities
|
|
|
Accounts payable
|
$
155,181
|
$
250,367
|
Accrued interest: Other
|
113,814
|
88,634
|
Accrued liabilities
|
258,264
|
222,258
|
Notes payable: Related Party
|
185,000
|
-
|
Notes payable: Other
|
312,153
|
315,750
|
Total Current Liabilities and Total Liabilities
|
1,024,412
|
877,009
|
STOCKHOLDERS’ EQUITY
|
|
|
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 261,168 and 252,336 issued and outstanding as at June 30, 2016 and December 31, 2015 respectively
|
$
26
|
$
25
|
Common Stock, $0.0001 par value, 25,000,000 shares authorized at June 30, 2016 and December 31, 2015, 11,158,069 and 11,032,560 shares issued and 11,054,735 and 10,929,226 outstanding at June 30, 2016 and December 31, 2015 respectively
|
1,116
|
1,103
|
Additional Paid-in Capital
|
24,782,310
|
24,346,057
|
Treasury Stock (103,334 shares of Common Stock as at June 30, 2016 and December 31, 2015 respectively, at cost)
|
(1,033
)
|
(1,033
)
|
Accumulated Deficit
|
(24,253,779
)
|
(23,332,538
)
|
Accumulated Other Comprehensive Income
|
129,187
|
132,108
|
Total Stockholders’ Equity
|
657,827
|
1,145,722
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
1,682,239
|
$
2,022,731
|
|
For the three months ended June 30,
|
For the six months ended June 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Revenue
|
$
379,406
|
$
286,018
|
$
779,492
|
$
614,570
|
Cost of Goods Sold
|
48,086
|
33,981
|
115,325
|
85,674
|
Gross Profit
|
331,320
|
252,037
|
664,167
|
528,896
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
Research and development
|
-
|
15,672
|
-
|
38,898
|
Depreciation and Amortization
|
66,310
|
86,708
|
129,595
|
169,357
|
General and administrative
|
556,512
|
607,750
|
1,340,846
|
1,387,052
|
Total Operating expenses
|
622,822
|
710,130
|
1,470,441
|
1,595,307
|
Operating loss
|
(291,502
)
|
(458,093
)
|
(806,274
)
|
(1,066,411
)
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
Interest expense: Other
|
(12,206
)
|
(11,842
)
|
(24,188
)
|
(23,682
)
|
Interest expense: Related Party
|
(1,247
)
|
-
|
(1,247
)
|
-
|
Gain (loss) on foreign currency exchange
|
(408
)
|
17,723
|
(1,214
)
|
(74,147
)
|
Change in fair value derivative liability
|
-
|
31,945
|
-
|
19,792
|
Total Other Income (expense)
|
(13,861
)
|
37,826
|
(26,649
)
|
(78,037
)
|
|
|
|
|
|
Loss Before Credit for Income Taxes
|
(305,363
)
|
(420,267
)
|
(832,923
)
|
(1,144,448
)
|
Credit for income taxes
|
-
|
-
|
-
|
-
|
Net Loss
|
(305,363
)
|
(420,267
)
|
(832,923
)
|
(1,144,448
)
|
Preferred stock dividends
|
-
|
-
|
(88,318
)
|
(82,446
)
|
Net Loss available to common shareholders
|
(305,363
)
|
(420,267
)
|
(921,241
)
|
(1,226,894
)
|
Comprehensive Loss
|
|
|
|
|
Net Loss
|
(305,363)
|
(420,267)
|
(832,923)
|
(1,144,448)
|
Foreign Currency Translation Adjustment
|
2,921
|
19,076
|
2,921
|
(80,577
)
|
Comprehensive Loss
|
(302,442
)
|
(401,191
)
|
(830,002
)
|
(1,225,025
)
|
|
|
|
|
|
Net Loss Per Share
|
|
|
|
|
Basic and diluted
|
$
(0.03
)
|
$
(0.04
)
|
$
(0.08
)
|
$
(0.11
)
|
|
|
|
|
|
Weighted Average Number of Shares Outstanding – Basic and Diluted
|
11,007,522
|
10,819,691
|
10,971,203
|
10,806,338
|
|
For the six months ended
|
|
|
June 30,
|
|
|
2016
|
2015
|
Cash flows from operating activities:
|
|
|
Net loss
|
(832,923
)
|
(1,144,448
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
Amortization of intangible assets
|
50,927
|
41,700
|
Depreciation of fixed assets
|
83,395
|
132,418
|
Inventory provision
|
2,544
|
15,162
|
Share based compensation
|
347,950
|
138,460
|
Loss on foreign exchange
|
1,214
|
74,147
|
Unrealized gain on change in fair value of derivative liability
|
-
|
(19,792
)
|
|
|
|
Changes in assets and liabilities:
|
|
|
Accounts receivable
|
(116,299
)
|
10,342
|
Inventory
|
50,299
|
35,570
|
Prepaid expenses
|
59,468
|
65,259
|
Accrued interest related party
|
1,247
|
-
|
Accrued interest other
|
23,934
|
23,803
|
Accounts payable
|
(95,186
)
|
(97,137
)
|
Accrued liabilities
|
34,298
|
(33,638
)
|
Security Deposit
|
6,250
|
6,250
|
Cash used in operating activities
|
(382,882
)
|
(751,904
)
|
Cash flows from investing activities:
|
|
|
Purchase of fixed assets
|
(20,231
)
|
(26,486
)
|
Purchase of website
|
-
|
(3,250
)
|
Acquisition of patents
|
-
|
(66,276
)
|
Cash used in investing activities
|
(20,231
)
|
(96,012
)
|
Cash flows from financing activities:
|
|
|
Net proceeds from issuance of Notes Payable - Related Party
|
185,000
|
0
|
Repayment of Notes Payable – Other
|
(39,475
)
|
(40,280
)
|
Cash provided by (used in) financing activities
|
145,525
|
(40,280
)
|
Effect of exchange rate changes on cash
|
(2,181)
|
7,256
|
Net decrease in cash
|
(259,768
)
|
(880,940
)
|
Cash at beginning of period
|
347,477
|
1,891,658
|
Cash at end of period
|
87,709
|
1,010,718
|
|
|
|
Supplemental Disclosures of Cash Flow information:
|
|
|
Non-Cash Transactions:
|
|
|
Preferred stock dividends satisfied in new preferred stock
|
$
88,318
|
$
82,446
|
|
June 30,
|
December 31,
|
|
2016
|
2015
|
Stock options outstanding
|
705,557
|
25,557
|
Warrants to purchase common stock
|
6,007,048
|
6,007,048
|
Debentures convertible into common stock
|
229,204
|
215,908
|
Preferred shares convertible into common stock
|
2,444,275
|
1,188,471
|
Directors Deferred Compensation Plan
|
59,083
|
-
|
Total
|
9,445,167
|
7,436,984
|
|
June 30, 2016
|
December 31, 2015
|
In the period the Company issued promissory notes to Fountainhead Capital Management Limited and Peter Zachariou for $185,000. 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.
|
185,000
|
-
|
Total Related Party Notes Payable
|
185,000
|
-
|
|
June 30, 2016
|
December 31, 2015
|
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 Company’s 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 an adjusted conversion price of $1.80 per share, subject to adjustment and does not require bifurcation. The due date for this note has been extended to December 31, 2017.
|
300,000
|
300,000
|
Insurance policy finance agreements. During the period ended June 30, 2016 the Company made payments of $41,066. The notes are due over the next twelve months.
|
12,153
|
15,750
|
Total Other Notes Payable:
|
312,153
|
315,750
|
|
June 30,
|
December 31,
|
|
2016
|
2015
|
Total Assets:
|
|
|
Vycor Medical
|
$
911,025
|
$
1,150,291
|
NovaVision
|
771,214
|
872,440
|
Total Assets
|
$
1,682,239
|
$
2,022,731
|
|
June 30,
|
December 31,
|
|
2016
|
2015
|
Total Assets:
|
|
|
United States
|
$
1,399,124
|
$
1,699,589
|
Europe
|
283,115
|
323,142
|
Total Assets
|
$
1,682,239
|
$
2,022,731
|
STOCK WARRANTS:
|
|
Weighted average
|
|
Number of shares
|
exercise price per share
|
Outstanding at December 31, 2014
|
5,911,715
|
$
2.57
|
Granted
|
100,000
|
$
2.56
|
Exercised
|
-
|
-
|
Cancelled or expired
|
(4,667
)
|
-
|
Outstanding at December 31, 2015
|
6,007,048
|
$
2.57
|
Granted
|
-
|
-
|
Exercised
|
-
|
-
|
Cancelled or expired
|
-
|
-
|
Outstanding at June 30, 2016
|
6,007,048
|
$
2.57
|
Description
|
June 30, 2016 and December 31, 2015
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
Warrant Liability
|
$
0
|
$
-
|
$
-
|
$
0
|
|
Six Months Ended June 30,
|
|
|
2016
|
2015
|
Risk-free interest rates
|
-
|
0.56-.73
%
|
Expected life
|
-
|
1.65 years
|
Expected dividends
|
-
|
0
%
|
Expected volatility
|
-
|
90-93
%
|
Vycor Common Stock fair value
|
-
|
$
1.59-1.84
|
|
Three months ended
|
||
|
June 30,
|
||
|
2016
|
2015
|
% Change
|
Revenue:
|
|
|
|
Vycor Medical
|
$
333,085
|
$
221,258
|
51
%
|
NovaVision
|
$
46,321
|
$
64,760
|
-28
%
|
|
$
379,406
|
$
286,018
|
33
%
|
Gross Profit
|
|
|
|
Vycor Medical
|
$
288,812
|
$
193,743
|
49
%
|
NovaVision
|
$
42,508
|
$
58,294
|
-27
%
|
|
$
331,320
|
$
252,037
|
31
%
|
|
Cash G&A
|
Non-Cash G&A
|
Investor relations and road show costs
|
(50,534
)
|
14,999
|
Other (travel/regulatory/premises)
|
(29,721
)
|
-
|
Board, financial and scientific advisory
|
(24,588
)
|
27,875
|
Sales, marketing and travel
|
(21,942
)
|
-
|
Legal, professional and other consulting
|
16,620
|
-
|
Payroll
|
10,668
|
-
|
Total change
|
(99,497
)
|
42,874
|
|
Six months ended
|
||
|
June 30,
|
||
|
2016
|
2015
|
% Change
|
Revenue:
|
|
|
|
Vycor Medical
|
$
682,006
|
$
480,107
|
42
%
|
NovaVision
|
$
97,486
|
$
134,463
|
-27
%
|
|
$
779,492
|
$
614,570
|
27
%
|
Gross Profit
|
|
|
|
Vycor Medical
|
$
575,420
|
$
412,794
|
39
%
|
NovaVision
|
$
88,747
|
$
116,102
|
-24
%
|
|
$
664,167
|
$
528,896
|
26
%
|
|
Cash G&A
|
Non-Cash G&A
|
Investor relations and road show costs
|
(80,108
)
|
(10,326
)
|
Payroll
|
(71,487
)
|
(20,114
)
|
Other (travel/regulatory/premises)
|
(70,401
)
|
-
|
Board, financial and scientific advisory
|
(64,371
)
|
239,928
|
Legal, professional and other consulting
|
11,030
|
-
|
Sales, marketing and travel
|
10,753
|
-
|
Total change
|
(264,584
)
|
209,488
|
|
June 30, 2016
|
December 31, 2015
|
$ Change
|
Cash
|
$
87,709
|
$
347,477
|
$
(259,768
)
|
Accounts receivable, inventory and other current assets
|
$
551,080
|
$
511,216
|
$
39,864
|
Total current liabilities
|
$
(1,024,412
)
|
$
(877,009
)
|
$
(147,403
)
|
Working capital
|
$
(385,623
)
|
$
(18,316
)
|
$
(367,307
)
|
Cash provided by (used in) financing activities
|
$
145,525
|
$
(85,300
)
|
$
230,825
|
Name of Purchaser
|
Issue Date
|
Security
|
Shares
|
Consideration
|
ALVARO PASCUAL-LEONE M.D.
|
1/31/2016
|
Common
|
3,801
|
Consulting Fees
|
JOSEF ZIHL
|
1/31/2016
|
Common
|
4,223
|
Consulting Fees
|
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED
|
2/5/2016
|
Series D. Pref.
|
6,154
|
Series D Dividend
|
PETER C. ZACHARIOU
|
2/5/2016
|
Series D. Pref.
|
2,720
|
Series D Dividend
|
CRAIG KIRSCH
|
2/5/2016
|
Series D. Pref.
|
407
|
Series D Dividend
|
JASON BARTON
|
3/31/16
|
Common
|
4,464
|
Consulting Fees
|
JOSE ROMANO
|
3/31/16
|
Common
|
4,464
|
Consulting Fees
|
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED
|
3/31/16
|
Common
|
16,667
|
Consulting Fees
|
TECHMED, INC.
|
4/2/2016
|
Common
|
9,921
|
Consulting Fees
|
ALVARO PASCUAL-LEONE M.D.
|
4/30/2016
|
Common
|
4,688
|
Consulting Fees
|
VALEO CONSULTING
|
5/6/2016
|
Common
|
50,000
|
Consulting Fees
|
JASON BARTON
|
6/30/2016
|
Common
|
5,307
|
Consulting Fees
|
JOSE ROMANO
|
6/30/2016
|
Common
|
5,307
|
Consulting Fees
|
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED
|
6/30/2016
|
Common
|
16,667
|
Consulting Fees
|
ALVARO PASCUAL-LEONE M.D.
|
7/31/2016
|
Common
|
5,859
|
Consulting Fees
|
VALEO CONSULTING
|
8/1/2016
|
Common
|
50,000
|
Consulting Fees
|
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED
|
8/5/2016
|
Series D. Pref.
|
6,369
|
Series D Dividend
|
PETER C. ZACHARIOU
|
8/5/2016
|
Series D. Pref.
|
2,349
|
Series D Dividend
|
CRAIG KIRSCH
|
8/5/2016
|
Series D. Pref.
|
421
|
Series D Dividend
|
Table insert nonbanded – table
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
|
Vycor Medical, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
By:
|
/s/ Peter C. Zachariou
|
|
|
|
Peter C. Zacharion
|
|
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
Date
|
August 9, 2016
|
|
|
|
|
|
|
|
|
|
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By:
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/s/ Adrian Liddell
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Adrian Liddell
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Chairman of the Board and Director
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(Principal Financial and Accounting Officer)
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Date
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August 9, 2016
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1 Year Vycor Medical (QB) Chart |
1 Month Vycor Medical (QB) Chart |
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