Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2013, Vycor Medical, Inc., a Delaware corporation (the “Company”), completed the sale of an additional $1,784,200 in Units (the “Units”) comprising shares of common stock (“Common Stock”) and Series A and Series B Warrants (collectively, the “Warrants”) to accredited investors (the “Investors”) in a private placement. The Units were issued pursuant to separate Securities Purchase Agreements (the “Agreements”) between the Company and each of the Investors. This sale is a second closing (the “Second Closing”) of a continuing offering (the “Offering”) which allows for maximum proceeds of $5,000,000. Together with the sale of $1,276,900 in Units sold in the Initial Closing on January 4, 2014, a total of $3,061,100 in Units has been sold in the Offering to date.

Each Unit was priced at $1.80 and comprised of one share of Common Stock (the “Shares”), a series A warrant (the “Series A Warrants”) and a series B warrant (the “Series B Warrants”). Each Investor received (i) 3-year detachable Series A Warrants to purchase a number of shares of Common Stock equal to 50% of the number of Shares purchased by such investor and (ii) 3-year detachable Series B Warrants to purchase a number of shares of Common Stock equal to 50% of the number of Shares purchased by such investor. The Series A Warrants will have an exercise price per share of $2.05. The Series B Warrants will have an exercise price per share of $3.08. The Warrants are subject to adjustment for stock splits, stock dividends or recapitalizations.

The Company engaged a placement agent (the “Placement Agent”) in connection with this Offering. The Placement Agent received (i) a cash placement fee equal to 8% of the gross proceeds of the Second Closing (subject to reduction to 2.5% of gross proceeds received by any investor referred to by the Company (the “Company Investors”)), (ii) an advisory fee equal to 1% of the gross proceeds of the Second Closing (not including gross proceeds received from any Company Investors), (iii) a non-accountable administrative fee equal to 1% of the gross proceeds of the Second Closing and (iv) warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock equal to 15% of Shares sold in the Second Closing by the Placement Agent (subject to reduction to 2.5% of the Shares sold in the Second Closing to Company Investors). The Placement Agent Warrants will be exercisable until the 3-year anniversary of the date of the closing of this Second Closing and have an exercise price equal to the exercise price of the Series A Warrants.

The Company simultaneously entered into a Registration Rights Agreement with the Investors with respect to the Shares and shares of Common Stock underlying the Warrants.

Item 3.02 Unregistered Sales of Equity Securities.

In information provided in Item 1.01 is incorporated in this Item 3.02 by reference.

Exemption From Registration. The securities referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”), and Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act.

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