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EX-5.1 - EX-5.1 - VYCOR MEDICAL INCd31435_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)

 

 

 

 

 

 

 

 

 

 

Delaware

 

333-196334

 

20-3369218

(State or Other Jurisdiction of
Incorporation)   

 

(Commission File
No.)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

6401 Congress Ave. Suite 140, Boca Raton, FL

 

33487

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant’s 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
class of securities to be registered

Amount to be
registered

Proposed maximum
offering price per share(1)

Proposed maximum
aggregate offering price

Amount of
registration fee

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

 

 

 

$2,033.69

______________

(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

 

 

Amount 

 

SEC Registration fee

 

$

2,033.69

 

Accounting fees and expenses

 

$

2,500.00

 

Legal fees and expenses

 

$

2,500.00

 

Printing expenses

 

$

3,000.00

 

Miscellaneous

 

$

1,000.00

 

 

 

 

 

 

TOTAL    

 

$

11,033.69

 


 

 


All amounts are estimates other than the Securities and Exchange Commission’s registration fee. We are paying all expenses of the offering listed above through advances to the Company by the Company’s 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 attorney’s 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:


 

 

 

 

 

 

Name of Purchaser

Issue Date

Security

Shares

 

Consideration

 

 

 

 

 

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 DELL’AERA

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.



 

 

 

 

 

Vycor Medical, Inc.

 

 

 

 

 

 

(Registrant)

 

 

 

By:

 

 

 

 

 

 

 

 

 

/s/ Peter C. Zachariou

 

 

 

 

 

 

 ________________________

 

 

 

 

 

 

Peter C. Zachariou

 

 

 

 

 

 

Chief Executive Officer and Director
(Principal Executive Officer)

 

 

 

Date

 

 

 

 

 

 

 

 

 

June 5, 2014

 

 

 

By:

 

 

 

 

 

 

 

 

 

/s/ Adrian Liddell

 

 

 

 

 

 

 ________________________

 

 

 

 

 

 

Adrian Liddell

 

 

 

 

 

 

Chairman of the Board and Director

 

 

 

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

Date

 

 

 

 

 

 

 

 

 

June 5, 2014

 




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.


 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

/s/ David Cantor

 

 

 

 

 

 

 

 

 ________________________

 

 

 

 

 

 

 

 

David Cantor

 

 

 

 

 

 

 

 

President and Director

 

 

 

 

 

 Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

/s/ Pascale Mangiardi

 

 

 

 

 

 

 

 

 _________________________

 

 

 

 

 

 

 

 

Pascale Mangiardi

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

/s/ Steven Girgenti

 

 

 

 

 

 

 

 

 _________________________

 

 

 

 

 

 

 

 

Steven Girgenti

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

/s/ Adrian Christopher Liddell

 

 

 

 

 

 

 

 

 _________________________

 

 

 

 

 

 

 

 

Adrian Christopher Liddell

 

 

 

 

 

 

 

 

Chairman of the Board and Director (Principal
Financial and Accounting Officer)

 




 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

/s/ Lowell Rush

 

 

 

 

 

 

 

 

 _________________________

 

 

 

 

 

 

 

 

Lowell Rush

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

/s/ Peter C. Zachariou

 

 

 

 

 

 

 

 

 _________________________

 

 

 

 

 

 

 

 

Peter C. Zachariou

 

 

 

 

 

 

 

 

Chief Executive Officer, Executive Vice President
and Director

 

 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 

         
         

 

 

 

 

 

 

 

/s/ Oscar Bronsther, M.D.

 

 

 

 

 

 

 

 

 _________________________

Oscar Bronsther, M.D.

Director

 

 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

June 5, 2014

 




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)