VYCOR MEDICAL INC - FORM 8-K - March 30, 2016

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EX-99.2 - SHAREHOLDER LETTER - VYCOR MEDICAL INClettertoshareholders032916.htm
EX-99.1 - PRESS RELEASE - VYCOR MEDICAL INCvycoq42015earningsrelease0.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 30, 2016
 
Vycor Medical, Inc.
(Exact name of registrant)
 
Delaware
333-149782
20-3369218
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
6401 Congress Avenue, Suite 140
Boca Raton, FL 33487
(Address of principal executive offices and zip code)
561-558-2020
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
      
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Item 2.02. Results of Operations and Financial Conditions
The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
On March 30, 2016, we issued a press release regarding our financial results for the fiscal year ended December 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
We make reference to non-GAAP financial information in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release. Specifically, among other non-GAAP financial measures, we have provided non-GAAP operating expenses, non-GAAP operating loss, non-GAAP net comprehensive loss and non-GAAP loss per share measures that exclude non-cash amortization of acquired intangible assets, non-cash stock-based expenses, one-time offering costs, loss on extinguishment of debt, loss on warrant extension and the change in value of derivative warrant liability.
We believe that these non-GAAP financial measures provide investors with insight into what is used by management to conduct a more meaningful and consistent comparison of our ongoing operating results and trends, compared with historical results. This presentation is also consistent with the measures management uses to measure the performance of ongoing operating results against prior periods and against our internally developed targets. There are limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP and the reconciliation of non-GAAP financial measures in the attached press release.
Item 8.01. Other Events
On March 30, 2016, we issued a letter to the Company’s shareholders summarizing certain information regarding the Company, all of which is presently publicly available. A copy of the shareholder letter is furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
 
 
SIGNATURE  
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  
 
VYCOR MEDICAL, INC.
 
 
 
 
 
By:
     
/s/ Peter Zachariou
 
Name:
 
Peter Zachariou
 
Title:
 
Chief Executive Officer
 
Dated: March 30, 2016
 

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