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EX-5.1 - EX-5.1 - VYCOR MEDICAL INC | d31426_ex5-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(First Amendment)
__________________
VYCOR MEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
| 333-176713 |
| 20-3369218 |
(State or Other Jurisdiction of |
| (Commission File |
| (I.R.S. Employer |
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6401 Congress Ave. Suite 140, Boca Raton, FL |
| 33487 | ||
(Address of Principal Executive Offices) |
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Registrants telephone number, including area code: (561) 558-2000
n/a
(Former name or former address, if changed since last report)
Approximate date of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each | Amount to be | Proposed maximum | Proposed maximum | Amount of |
Common Stock, $0.0001 par value | 2,776,052 | $2.00 | $5,552,104 | $715.11 |
Shares of Common Stock underlying Series A Warrants | 1,995,601 | $2.05 | $4,090,982 | $526.92 |
Shares of Common Stock underlying Series A Warrants | 1,995,601 | $3.08 | $6,146,451 | $791.66 |
Total Registration Statement Fee |
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| $2,033.69 |
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(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Neither the Securities Exchange Commission nor any state securities commissions have approved or disapproved of these securities or passed upon the adequacy of the Prospectus. Any representation to the contrary is a criminal offense.
Explanatory Note
The purpose of this Amendment No. 1 to Vycor Medical, Inc.s Registration Statement on Form S-1 (the Form S-1) as filed with the Securities and Exchange Commission on May 28, 2014 is to furnish amended Exhibits 5.1 and 23.1. This Amendment No. 1 to the Form S-1 also updates the Exhibit Index. No other changes have been made to the Form S-1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Although we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses of the registration of the shares. Our expenses in connection with the issuance and distribution of the securities being registered are estimated as follows:
Nature of expense |
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SEC Registration fee |
| $ | 2,033.69 |
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Accounting fees and expenses |
| $ | 2,500.00 |
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Legal fees and expenses |
| $ | 2,500.00 |
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Printing expenses |
| $ | 3,000.00 |
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Miscellaneous |
| $ | 1,000.00 |
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TOTAL |
| $ | 11,033.69 |
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All amounts are estimates other than the Securities and Exchange Commissions registration fee. We are paying all expenses of the offering listed above through advances to the Company by the Companys founding shareholders. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Item 14. Indemnification of Directors and Officers
Pursuant to our Certificate of Incorporation and By-Laws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorneys fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The prior discussion of indemnification in this paragraph is intended to be to the fullest extent permitted by the laws of the State of Delaware.
Indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions. However, we are informed that, in the opinion of the Commission, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
Item 15. Recent Sales of Unregistered Securities
Below is a list of securities sold by us from January 1, 2013 through May 23, 2014 which were not registered under the Securities Act.
Common Stock:
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Name of Purchaser | Issue Date | Security | Shares |
| Consideration |
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STEVEN GIRGENTI | 1/1/13 | Common | 1,482 |
| Board Fees |
ALVARO PASCUAL-LEONE, M.D. | 1/31/13 | Common | 926 |
| Consulting Services |
JOSEF ZIHL | 1/31/13 | Common | 926 |
| Consulting Services |
JASON J S BARTON | 3/31/13 | Common | 1,646 |
| Consulting Services |
OSCAR BRONSTHER | 3/31/13 | Common | 2,632 |
| Board Fees |
JOSE ROMANO | 3/31/13 | Common | 1,646 |
| Consulting Services |
STEVEN GIRGENTI | 4/1/23 | Common | 2,632 |
| Board Fees |
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 |
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 | 15,86 |
| Stock Option Exercise |
RED SQUARE FUND ONE (SPC) | 4/29/13 | Common | 88,889 |
| Conversion of Pref Stock |
ALVARO PASCUAL-LEONE, M.D. | 4/30/13 | Common | 668 |
| Consulting Services |
JOSEF ZIHL | 4/30/13 | Common | 1,335 |
| Consulting Services |
ALEX PARTNERS LLC | 5/3/13 | Common | 93,334 |
| 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 | 7,408 |
| 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 | 5,186 |
| Conversion of Pref Stock |
ROBERT AND AMY BERNSTEIN | 6/7/13 | Common | 7,408 |
| 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 |
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 |
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 | 6/30/13 | Common | 673 |
| Consulting Services |
OSCAR BRONSTHER | 6/30/13 | Common | 2,155 |
| Board Fees |
JOSE ROMANO | 6/30/13 | Common | 673 |
| Consulting Services |
LOWELL RUSH | 6/30/13 | Common | 1,078 |
| Board Fees |
STEVEN GIRGENTI | 7/3/13 | Common | 2,155 |
| Board Fees |
GARDEN STATE SECURITIES INC | 7/8/13 | Common | 15,000 |
| Consulting Services |
ANDREW MITCHELL | 7/31/13 | Common | 7,408 |
| 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 | 9/27/13 | Common | 7,408 |
| Conversion of Pref Stock |
JASON J S BARTON | 9/30/13 | Common | 756 |
| Consulting Services |
OSCAR BRONSTHER | 9/30/13 | Common | 2,419 |
| Board Fees |
STEVEN GIRGENTI | 10/3/13 | Common | 2,419 |
| Board Fees |
JOSE ROMANO | 9/30/13 | Common | 756 |
| Consulting Services |
LOWELL RUSH | 9/30/13 | Common | 1,814 |
| Board Fees |
EDWARD KIMMELMAN | 9/30/13 | Common | 15,189 |
| Conversion of Pref Stock |
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 | 12/31/13 | Common | 717 |
| Consulting Services |
OSCAR BRONSTHER | 12/31/13 | Common | 2,294 |
| Board Fees |
JOSE ROMANO | 12/31/13 | Common | 717 |
| Consulting Services |
LOWELL RUSH | 12/31/13 | Common | 1,720 |
| Board Fees |
STEVEN GIRGENTI | 1/2/14 | Common | 2,294 |
| 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 DELL'AERA | 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 |
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 | 83,334 |
| $150,000 |
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 |
ORVILLE A WHITE | 2/4/14 | Common | 55,556 |
| $100,000 |
FRASER CAMPBELL | 2/25/14 | Common | 5,556 |
| Exchange for Pref Stock |
HUGH SCOTT CAMPBELL | 2/25/14 | Common | 5,556 |
| Exchange for Pref Stock |
THOMAS VARGA TTEE THE PRAG CHILDREN'S TRUST FBO ANDREW J PRAG | 2/25/14 | Common | 15,278 |
| Exchange for Pref Stock |
THOMAS VARGA TTEE THE PRAG CHILDREN'S TRUST FBO ROBERT B. PRAG | 2/25/14 | Common | 15,278 |
| Exchange for Pref Stock |
GURI DAUTI | 2/25/14 | Common | 27,778 |
| Exchange for Pref Stock |
RICHARD HOFFMAN | 2/25/14 | Common | 12,500 |
| Exchange for Pref Stock |
NADEJDA KASSATKINA | 2/25/14 | Common | 55,560 |
| Exchange for Pref Stock |
APEX TECHNOLOGY VENTURES LLC | 2/25/14 | Common | 27,778 |
| Exchange for Pref Stock |
JSL KIDS PARTNERS | 2/25/14 | Common | 72,223 |
| Exchange for Pref Stock |
IRINA PAVLOVA | 2/25/14 | Common | 27,778 |
| Exchange for Pref Stock |
ROBERT B PRAG | 2/25/14 | Common | 44,445 |
| Exchange for Pref Stock |
RBC CAPITAL MARKETS FBO JANE ELLIS | 2/25/14 | Common | 55,556 |
| Exchange for Pref Stock |
BORIS SMIRNOV & ALEXANDRA I SMIRNOV JT TEN | 2/25/14 | Common | 55,556 |
| Exchange for Pref Stock |
GARDEN STATE SECURITIES, INC. | 3/11/14 | Common | 30,000 |
| Advisory Services |
RBC CAPITAL MARKETS LLC FBO MICHAEL BEHAR ROTH IRA | 2/28/14 | Common | 15,000 |
| $27,000 |
HOWARD ALTSCHULER | 3/31/14 | Common | 13,889 |
| $25,000 |
RBC CAPITAL MARKETS LLC FBO MICHAEL A BOULUS IRA | 3/31/14 | Common | 27,778 |
| $50,000 |
ROBERT J BRICKLEY | 3/31/14 | Common | 8,334 |
| $15,000 |
ROBERT D. DIBENEDETTO | 3/31/14 | Common | 5,556 |
| $10,000 |
RICHARD FOGLE | 3/31/14 | Common | 13,889 |
| $25,000 |
MARK KASPER | 3/31/14 | Common | 27,778 |
| $50,000 |
KEVIN M MACKENZIE | 3/31/14 | Common | 27,778 |
| $50,000 |
BRETT NESLAND | 3/31/14 | Common | 15,000 |
| $27,000 |
REY 1998 FAMILY TRUST | 3/31/14 | Common | 55,556 |
| $100,000 |
GLANN RICHARD SKUTT & LESLIE HOWARD JTTEN | 3/31/14 | Common | 13,889 |
| $25,000 |
RBC CAPITAL MARKETS LLC FBO STEVEN JENKINS IRA | 3/31/14 | Common | 13,889 |
| $25,000 |
DAVID SWEENEY | 3/31/14 | Common | 2,800 |
| $5,040 |
JOHN TRAFFORD | 3/31/14 | Common | 41,667 |
| $75,000 |
DAVID A UFHEIL | 3/31/14 | Common | 27,778 |
| $50,000 |
PETER BACKUS | 3/31/14 | Common | 27,778 |
| $50,000 |
MICHAEL & MARY SIMON | 3/31/14 | Common | 11,112 |
| $20,000 |
WILLIAM BOLTZ | 3/31/14 | Common | 41,667 |
| $75,000 |
ERICA PITMAM SEDBERRY | 3/31/14 | Common | 41,667 |
| $75,000 |
CHRISTOPHER APGAR | 3/31/14 | Common | 41,667 |
| $75,000 |
SRINIVAS SHANKARA | 3/31/14 | Common | 11,112 |
| $20,000 |
RICARDON SCHEUER & SILVIA SUAREZ | 3/31/14 | Common | 75,000 |
| $135,000 |
J AND M GROUP LLC | 3/31/14 | Common | 2,500 |
| Consulting Services |
OSCAR BRONSTHER | 3/31/14 | Common | 2,222 |
| Board Fees |
LOWELL RUSH | 3/31/14 | Common | 2,222 |
| Board Fees |
JASON J S BARTON | 3/31/14 | Common | 694 |
| Consulting Services |
JOSE ROMANO | 3/31/14 | Common | 694 |
| Consulting Services |
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED | 3/31/14 | Common | 6,276 |
| Consulting Services |
STEVEN GIRGENTI | 4/2/14 | Common | 2,222 |
| Board Fees |
MARK ABRAMS | 4/25/14 | Common | 55,556 |
| $100,000 |
RANDOLPH BARBA | 4/25/14 | Common | 27,778 |
| $50,000 |
STEPHEN BELL | 4/25/14 | Common | 8,500 |
| $15,300 |
RICHARD A CLOYD | 4/25/14 | Common | 30,000 |
| $54,000 |
CRANSHIRE CAPITAL MASTER FUND LTD | 4/25/14 | Common | 41,668 |
| $75,000 |
MARIO DELLAERA | 4/25/14 | Common | 95,556 |
| $172,000 |
EQUITEC SPECIALISTS LLC | 4/25/14 | Common | 13,888 |
| $25,000 |
PATRICIA FISHER | 4/25/14 | Common | 5,556 |
| $10,000 |
DONALD GISSLER | 4/25/14 | Common | 27,778 |
| $50,000 |
RBC CAPITAL MARKETS LLC FBO GREGORY J CARTER IRA | 4/25/14 | Common | 27,778 |
| $50,000 |
MICHAEL L HOFFMAN | 4/25/14 | Common | 13,889 |
| $25,000 |
ROB KAYMAN | 4/25/14 | Common | 27,778 |
| $50,000 |
DAVID KING | 4/25/14 | Common | 6,667 |
| $12,000 |
TOM KONSICKS | 4/25/14 | Common | 55,556 |
| $100,000 |
HARRI KYTOMAA | 4/25/14 | Common | 5,556 |
| $10,000 |
RBC CAPITAL MARKETS LLC FBO LINDA FRIEDMAN ROTH IRA | 4/25/14 | Common | 2,778 |
| $5,000 |
SANKAR PRAYAGA | 4/25/14 | Common | 3,000 |
| $5,400 |
TODD CHANNELL TRUST | 4/25/14 | Common | 55,556 |
| $100,000 |
SALIM WAKIL | 4/25/14 | Common | 10,000 |
| $18,000 |
FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED | 4/25/14 | Common | 1,756 |
| $3,161 |
ALVARO PASCUAL-LEONE, M.D. | 5/2/14 | Common | 727 |
| Consulting Services |
JOSEF ZIHL | 5/2/14 | Common | 1,453 |
| Consulting Services |
The securities issued in the abovementioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and Rule 506 of Regulation D.
Item 16. Exhibits
Exhibit No. | Description |
3.1(a) | Certificate of Incorporation of Vycor Medical, Inc. (previously filed) |
3.1(b) | Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of January 11, 2010 (previously filed) |
3.1(c) | Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of July 20, 2010 (previously filed) |
3.1(d) | Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of January 11, 2013 (previously filed) |
3.2 | Bylaws of Vycor Medical, Inc. (previously filed) |
5.1 | Legal Opinion of Legal Robert Diener, Esq. |
23.1 | Legal Opinion of Legal Robert Diener, Esq. (included with Exhibit 5.1) |
23.2 | Consent of Independent Auditors (previously filed) |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement.
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided however, That:
A.
Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is
on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
B.
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4.
If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
5.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
i.
If the registrant is relying on Rule 430B:
A.
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
B.
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
ii.
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
6.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boca Raton in the State of Florida on the 5th day of June, 2014.
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| Vycor Medical, Inc. |
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| (Registrant) |
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| By: |
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| /s/ Peter C. Zachariou |
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| ________________________ |
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| Peter C. Zachariou |
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| Chief Executive Officer and Director |
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| June 5, 2014 |
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| By: |
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| /s/ Adrian Liddell |
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| ________________________ |
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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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| June 5, 2014 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
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| /s/ David Cantor |
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| ________________________ |
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| David Cantor |
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| President and Director |
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| June 5, 2014 |
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| By: |
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| /s/ Pascale Mangiardi |
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| _________________________ |
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| Pascale Mangiardi |
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| Director |
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| June 5, 2014 |
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| By: |
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| /s/ Steven Girgenti |
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| _________________________ |
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| Steven Girgenti |
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| Director |
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| June 5, 2014 |
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| By: |
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| /s/ Adrian Christopher Liddell |
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| _________________________ |
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| Adrian Christopher Liddell |
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| Chairman of the Board and Director (Principal |
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| June 5, 2014 |
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| By: |
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| /s/ Lowell Rush |
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| _________________________ |
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| Lowell Rush |
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| Director |
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| June 5, 2014 |
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| By: |
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| /s/ Peter C. Zachariou |
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| _________________________ |
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| Peter C. Zachariou |
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| Chief Executive Officer, Executive Vice President |
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| June 5, 2014 |
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| /s/ Oscar Bronsther, M.D. |
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| _________________________ Oscar Bronsther, M.D. Director |
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| Date |
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| June 5, 2014 |
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EXHIBIT LIST
Exhibit No. | Description |
3.1(a) | Certificate of Incorporation of Vycor Medical, Inc. (previously filed) |
3.1(b) | Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of January 11, 2010 (previously filed) |
31.(c) | Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of July 20, 2010 (previously filed) |
3.2 | Bylaws of Vycor Medical, Inc. (previously filed) |
5.1 | Legal Opinion of Legal Robert Diener, Esq. |
23.1 | Legal Opinion of Legal Robert Diener, Esq. (included with Exhibit 5.1) |
23.2 | Consent of Independent Auditors (previously filed) |