Amended Statement of Beneficial Ownership (sc 13d/a)
February 12 2018 - 7:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
Twenty-Fifth
Amendment
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
VYCOR
MEDICAL, INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001
(Title
of Class of Securities)
92921M203
(CUSIP
Number)
Fountainhead
Capital Management Limited
17 Bond Street
St. Helier, Jersey, Channel
Islands JE2 3NP
+44
(0)1534 630112
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 7,
2018
(Date
of Event which Requires Filing Statement on Schedule 13D)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
1.
|
NAMES
OF REPORTING PERSONS
Fountainhead
Capital Management Limited
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
OO
(See Item 3 below)
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey,
Channel Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE
VOTING POWER
12,084,711
|
|
|
8.
|
SHARED
VOTING POWER 0
|
|
|
9.
|
SOLE
DISPOSITIVE POWER 12,084,711
|
|
|
10.
|
SHARED
DISPOSITIVE POWER 0
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,084,711
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.1%
|
14.
|
TYPE
OF REPORTING PERSON
CO
|
EXPLANATORY
NOTE
The
purpose of this Schedule 13D filing is to update the ownership of Vycor Medical, Inc. (“the Company”)
Common Stock, par value $0.0001 (“Vycor Common Shares”). On February 1, 2018, the Company issued to
Fountainhead 250,000 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.
As a result of such issue, Fountainhead’s previously-reporting holdings of Vycor Common Stock (including shares which
it has the option to acquire within sixty (60) days of such date) were adjusted to a total of 12,084,711 shares, comprising
ownership of 9,370,757 Vycor Common Shares and Warrants to purchase 2,713,954 Vycor Common Shares as follows: 1,924,677
shares at an exercise price of $0.27 per share prior to January 10, 2020,
351,204
shares at an exercise price of $0.27 per share prior to February 22, 2020 and 438,053 shares at an exercise price of $0.30
per share prior to August 4, 2020. Such shares, in the aggregate, comprise approximately 52.1% of the Company’s issued
and outstanding shares of common stock, as adjusted for the exercise of such warrants. Additionally, on March 31, 2017,
Fountainhead was granted options to purchase 660,000 shares of Company Common Stock at $0.27 per share for a period of three
(3) years from the date of vesting. Vesting shall occur upon the achievement of certain milestones prior to March 31, 2018.
None of these milestones are capable of being achieved within 60 days of the date of this report and, as a result thereof,
these shares have not been included in the shares listed above.
This
Schedule 13D is being filed by Fountainhead Capital Management Limited to disclose its ownership of approximately 52.1%
of the Company’s outstanding Common Stock.
Item
1. Security and Issuer.
The
name of the issuer is Vycor Medical, Inc., a Delaware corporation which has its principal offices at 6401 Congress Ave. Suite
140, Boca Raton, FL 33487. This statement relates to the Company’s common stock, $0.0001 par value per share.
Item
2. Identity and Background.
(a).
This Schedule 13D is being filed by Fountainhead Capital Management Limited, a Jersey, C.I. corporation, which has its principal
offices at Portman House, Hue Street, Jersey, Channel Islands, JE4 5RP (the “Reporting Person”).
During
the last five years, the Reporting Person has not been (A) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
reporting person received 250,000 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.
Item
4. Purpose of Transaction.
The
reporting person received 250,000 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.
Except
as set forth in this Schedule 13D, the Reporting Person has made no proposals, and has entered into no agreements, which would
be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a)
|
The
Reporting Person is the beneficial owner of 12,084,711 shares of the Company’s common stock, representing approximately
52.1% of the outstanding shares of the Company’s common stock. Said amount includes all shares issuable to the
Reporting Person on account of all Warrants held by the Reporting Person convertible or exercisable within sixty (60)
days of the date of this report. Other than as described therein, the Reporting Person does not own any other securities
of the Company. The holder believes the number of shares of the Company’s outstanding common stock to be 21,323,742
as of February 7, 2018. Additionally, on March 31, 2017, Fountainhead was granted options to purchase 660,000 shares
of Company Common Stock at $0.27 per share for a period of three (3) years from the date of vesting. Vesting shall
occur upon the achievement of certain milestones prior to March 31, 2018. None of these milestones are capable of being
achieved within 60 days of the date of this report and, as a result thereof, these shares have not been included in the
shares listed above.
|
|
|
(b)
|
The
Reporting Person has the sole power to vote and dispose of the 12,084,711 shares, less the number of shares which are
currently subject to issuance only upon the exercise of Warrants.
|
|
|
(c)
|
Except
for the transactions described in the Explanatory Note above, the Reporting Person did not effect any transactions in the
issuer’s securities within the past 60 days.
|
|
|
(d)
|
No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Reporting Person’s securities.
|
|
|
(e)
|
Not
applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except
as described in the Explanatory Note, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Person and any other person with respect to any securities of the issuer, including, but not limited to transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
None
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 9
, 2018
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By:
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/s/ Claire
Louise Farrow
|
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Name:
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Claire Louise Farrow,
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Director
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By:
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/s/
Claire Louise Machin
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Name:
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Claire Louise Machin,
|
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Director
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